Gary Mohr
About Gary Mohr
Gary Mohr (age 66) is an independent director of Acorn Energy, elected in August 2018. He is President of UE Systems, an international plant asset reliability technology company, and serves on Acorn’s Audit, Compensation, and Nominating Committees . The Board has determined he is independent under NASDAQ rules . In 2025, his beneficial ownership was 74,018 shares (2.96% of outstanding), including 52,083 shares held by UE Systems and 5,780 currently exercisable options .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acorn Energy (ACFN) | Director | Elected Aug 2018; serving through 2025 | Member: Audit, Compensation, Nominating; regular participation and independence affirmed |
| UE Systems, Inc. | President | Started with company in 1988; progressed through sales and management to President | Grew UE Systems from national to international presence; Fortune 500 customer base |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UE Systems, Inc. | President | Not disclosed beyond starting at UE Systems in 1988 | Private company; substantial operational and marketing leadership |
Board Governance
- Committee memberships: Audit (member), Compensation (member), Nominating (member) .
- Independence: Board determined all directors except the CEO (Jan Loeb) are independent under NASDAQ; Mohr is independent .
- Attendance and engagement: In 2024, four Board meetings; Audit Committee met four times. All directors attended ≥75% of Board and committee meetings; all five directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session following regularly scheduled Board meetings .
- Audit Committee financial expert: Dr. Samuel M. Zentman (chair); Mohr is an Audit Committee member .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 15,000 | 2,000 (Audit member) | — | 17,000 | Policy: Non-employee director annual retainer $15,000; Audit Committee member retainer $2,000; chair receives $10,000 |
| 2023 | 15,000 | 2,000 (Audit member) | — | 17,000 | Policy unchanged in 2023 |
Performance Compensation
| Grant Date | Instrument | Shares/Options | Exercise/Strike | Expiration | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Jan 1, 2024 | Stock options | 625 | $6.09 | Jan 1, 2031 | Quarterly installments from grant date | 3,695 |
| Jan 1, 2023 | Stock options | 625 | $5.60 | Jan 1, 2030 | Quarterly installments | 2,306 |
- No director RSUs/PSUs or performance metrics are disclosed; director equity comprises annual stock options with time-based vesting. Black-Scholes assumptions for 2024 option grants: risk-free rate 3.86%, expected term 4.9 years, volatility 194.1%, no dividends .
Other Directorships & Interlocks
| Entity | Role/Connection | Interlock/Overlap | Potential Conflict Note |
|---|---|---|---|
| UE Systems, Inc. | Mohr is President | Michael F. Osterer (ACFN director) is Chairman of UE Systems; UE Systems holds ACFN shares included in Mohr’s beneficial ownership (52,083 shares) | Shared affiliation may create perceived interlock; no related-party transactions with UE Systems are disclosed in ACFN filings |
- No other public-company directorships for Mohr are disclosed in the proxy .
Expertise & Qualifications
- Operational and managerial track record, product development and marketing leadership; international growth experience at UE Systems .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jul 21, 2025 | 74,018 | 2.96% | Includes 68,238 shares (52,083 via UE Systems) and 5,780 options currently exercisable |
| Jul 19, 2024 | 73,393 | 2.94% | Includes 68,238 shares (52,083 via UE Systems) and 5,155 options currently exercisable |
- Pledging/hedging: Company has an Insider Trading Policy; no pledging or hedging by Mohr is disclosed in proxies .
- Ownership guidelines: No director stock ownership guidelines are disclosed .
Insider Filings and Compliance
| Year | Section 16(a) Compliance |
|---|---|
| 2024 | Company states executive officers and directors complied with Section 16(a) reporting requirements |
Governance Assessment
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Strengths:
- Independent director across core committees (Audit, Compensation, Nominating), supporting balanced oversight .
- Consistent meeting attendance and participation; presence at annual meeting enhances investor engagement .
- Modest director cash retainer supplemented by time-vested options aligns pay with equity value without adding performance metric complexity .
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Watch items / potential red flags:
- Interlocks via UE Systems: Mohr (President) and Osterer (Chairman) share UE Systems affiliation; UE Systems holds ACFN shares included in directors’ reported beneficial ownership. While no related-party transactions are disclosed, the shared external affiliation warrants monitoring for conflicts in vendor/customer decisions or strategic partnerships .
- No Lead Independent Director disclosed; in small-cap contexts, this can dilute independent agenda-setting compared with boards that designate a lead independent .
- Director compensation structure lacks explicit performance conditions (no RSUs/PSUs tied to KPIs); oversight relies on equity value creation over time rather than specified targets .
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Overall investor implications: Mohr’s multi-committee presence and independence support board effectiveness. The UE Systems overlap is the primary governance sensitivity; continued transparency on related-party matters and maintaining robust Audit/Nominating oversight mitigate risk given current disclosures .