Not independent
Tenure on this board
16.8 yrs
7 nominees · 4 ballot items.
Stockholders will elect seven directors, ratify BDO USA, P.C. as the independent registered public accounting firm, approve named executive officer compensation on an advisory basis, and select the frequency of future advisory executive-compensation votes.
Elect seven nominees—Nathan J. Mazurek, Thomas Klink, Yossi Cohn, Ian Ross, David Tesler, Jonathan Tulkoff and Kytchener Whyte—to serve until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the audit committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed under the SEC executive-compensation rules.
Proposal 3 asks stockholders to approve, on an advisory and non-binding basis, the compensation paid to Pioneer Power Solutions’ named executive officers. The vote covers the overall compensation program disclosed under Item 402 of Regulation S-K, including the compensation tables and related narrative discussion. It is not directed at any single salary, bonus, equity award, or other compensation element. Management presents pay-for-performance and alignment with the long-term interests of stockholders as the central principles supporting the program. The filing states that the compensation committee is responsible for executive compensation and has not retained a compensation consultant, citing the Company’s size, resources, and relatively small number of executives and directors. The named executive officers are CEO and Chairman Nathan J. Mazurek and CFO, Treasurer, and Secretary Walter Michalec. Their 2025 total compensation was reported as $687,500 and $353,000, respectively, with compensation consisting primarily of salary and, for Michalec, a bonus. Because the vote is advisory, it will not bind the Company, the board, or the compensation committee and will not alter fiduciary duties. The board recommends a vote FOR and states that it will consider stockholder concerns and evaluate whether action is needed if there is significant opposition.
Recommend, on a non-binding advisory basis, whether future advisory votes on named executive officer compensation should occur every one, two, or three years.
Proposal 4 asks stockholders to express a non-binding preference for holding future advisory votes on named executive officer compensation every one, two, or three years, with abstention also available. The proposal implements the Dodd-Frank Act requirement that stockholders periodically be asked about the frequency of say-on-pay votes. The board recommends “every three years,” rather than annual or biennial voting. Management argues that a triennial interval gives stockholders enough time to assess compensation policies against long-term business results. It also believes the interval permits stockholders to observe the effects of changes made in response to prior say-on-pay feedback. The board further argues that less frequent voting avoids excessive emphasis on short-term fluctuations in compensation and operating performance. The Company says it will continue engaging with stockholders between formal advisory votes and invites concerns to be raised directly with the board. The vote is advisory and does not overrule board decisions or create additional fiduciary duties. The Company has historically held say-on-pay votes every three years after that frequency received the highest vote at the 2020 annual meeting, and the next say-on-pay vote is currently expected in 2029 if the triennial approach continues.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.76% | 195,788 | $771K |
| 2 | Spectrum Investment Advisors, Inc. | 1.24% | 137,500 | $542K |
| 3 | ACADIAN ASSET MANAGEMENT LLC | 1.15% | 127,977 | $504K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.14% | 126,488 | $498K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.89% | 98,722 | $389K |
| 6 | JANE STREET GROUP, LLC | 0.79% | 87,578 | $345K |
| 7 | DIMENSIONAL FUND ADVISORS LP | 0.68% | 75,059 | $296K |
| 8 | HRT FINANCIAL LP | 0.58% | 64,889 | $256K |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.54% | 60,303 | $238K |
| 10 | CITADEL ADVISORS LLC | 0.53% | 58,300 | $230K |
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