Jan H. Loeb
About Jan H. Loeb
Jan H. Loeb is President and CEO of Acorn Energy since January 28, 2016 and also serves as Acting CEO of OmniMetrix since December 1, 2019; he is age 66 and has been a director since August 2015, initially appointed pursuant to a Leap Tide loan agreement . He brings 40+ years of money management and investment banking experience, including senior roles at Jefferies and Dresdner Kleinwort Wasserstein, and as Managing Member of Leap Tide Capital Management since 2007 . Under his leadership, Acorn’s 2024 revenue grew 36.3% year-over-year to $10.986M, with gross margin ~72.8%, and net income to stockholders of $6.294M (including a $4.435M deferred tax benefit), reflecting operational improvements and a transformational cell-tower contract rollout . Acorn reported operating income of $1.937M in 2024 versus $0.074M in 2023, and monitoring revenue grew 6.8% year-over-year while hardware revenue rose 69.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leap Tide Capital Management LLC | Managing Member | 2007–present | Led investment management; aligned interests via significant equity ownership at Acorn . |
| Jefferies & Company, Inc. | Managing Director | 2002–2004 | Executed investment banking mandates; capital markets experience . |
| Chesapeake Partners | Portfolio Manager | 2004–2005 | Buy-side portfolio management; shareholder perspective . |
| Dresdner Kleinwort Wasserstein (Wasserstein Perella) | Managing Director | 1994–2001 | Corporate finance and advisory leadership . |
| American Pacific Corporation | Lead Director; Director | 2013–2014; 1997–2014 | Board leadership at a public company . |
| Pernix Therapeutics (Golf Trust of America) | Independent Director | 2006–2011 | Governance and oversight in healthcare/REIT transition context . |
| TAT Technologies, Ltd. | Director | 2009–2016 | Aerospace/industrial operational oversight . |
| Keweenaw Land Association, Ltd. | Director | 2016–2019 | Natural resources board service . |
| DSIT (prior Acorn subsidiary) | Director | 2015–2018 | Board role until sale of Acorn’s interest in 2018 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NovelStem International Corp | President, Executive Chairman, Board Member | Since 2018 | Current public company leadership . |
| Gyrodyne, LLC | Board Member | Since 2023 | Current public company director . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash compensation (consulting fees) | $312,000 (CEO $16,000/mo; Acting CEO of OmniMetrix $10,000/mo) | $321,360 (CEO $16,780/mo; Acting CEO of OmniMetrix $10,000/mo) |
| Bonus | — (none disclosed) | — (none disclosed) |
| Option awards grant-date fair value | $9,142 (2,187 options at $5.60 strike; Black-Scholes assumptions disclosed) | $13,009 (2,200 options at $6.09 strike; Black-Scholes assumptions disclosed) |
| Total | $321,142 | $334,369 |
Performance Compensation
| Award/Metric | Weighting | Target | Actual/Payout | Vesting | Terms |
|---|---|---|---|---|---|
| Stock options (Jan 1, 2023 grant, 2,187 sh, $5.60 strike) | Time-based | N/A | Full grant | 25% at grant; balance on Apr 1, Jul 1, Oct 1, 2023 | Options similar to outside directors; Black-Scholes assumptions disclosed . |
| Stock options (Jan 2, 2024 grant, 2,200 sh, $6.09 strike) | Time-based | N/A | Full grant | 25% at grant; balance on Apr 1, Jul 1, Oct 1, 2024 | Options similar to outside directors; Black-Scholes assumptions disclosed . |
| Stock options (Jan 6, 2025 grant, 2,200 sh, $17.50 strike) | Time-based | N/A | Full grant | 25% at grant; balance on Apr 1, Jul 1, Oct 1, 2025 | 2025 consulting agreement award structure . |
No company performance metrics (e.g., revenue growth/EBITDA/TSR hurdles) are tied to Mr. Loeb’s option awards; vesting is quarterly time-based following an initial 25% vest at grant .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 528,047 shares (21.03% of 2,498,316 shares outstanding as of July 21, 2025) . |
| Ownership breakdown | 242,198 shares directly; 273,251 via Leap Tide Capital Acorn LLC; 12,598 shares underlying currently exercisable options . |
| Shares pledged as collateral | Company policy prohibits hedging and pledging (margin accounts or collateral) without limited pre-clearance; no pledging by Mr. Loeb disclosed . |
| Stock ownership guidelines | Not disclosed in proxy/10-K . |
| Insider trading controls | Quarterly and event-specific blackout windows; pre-clearance for Section 16 insiders; 10b5-1 plans allowed with conditions . |
Outstanding Options at 12/31/2024 (Mr. Loeb)
| Exercisable Options (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 2,187 | — | 5.92 | Jan 1, 2027 |
| 2,187 | — | 7.68 | Jan 1, 2028 |
| 2,187 | — | 10.08 | Jan 1, 2029 |
| 2,187 | — | 5.60 | Jan 1, 2030 |
| 2,200 | — | 6.09 | Jan 2, 2031 |
Insider Option Exercise Activity (2024)
| Date | Shares | Exercise Price |
|---|---|---|
| Feb 21, 2024 | 2,187 | $5.76 |
| Dec 9, 2024 | 2,187 | $5.60 |
Employment Terms
| Term | Detail |
|---|---|
| Role start dates | CEO of Acorn: Jan 28, 2016; Acting CEO of OmniMetrix: Dec 1, 2019 . |
| 2025 Consulting Agreement | Effective Jan 6, 2025; CEO: $16,780/month; Acting CEO of OmniMetrix: additional $10,000/month (while serving); expires Dec 31, 2025 . |
| 2024 Consulting Agreement | CEO: $16,780/month; Acting CEO of OmniMetrix: $10,000/month; options 2,200 at $6.09; expired Dec 31, 2024 . |
| Severance | No amounts due under any termination scenario for Mr. Loeb . |
| Change-of-control | No change-in-control benefits disclosed for Mr. Loeb; plan permits CoC-specific terms via separate agreement, but none stated for CEO . |
| Clawback/forfeiture | Plan includes recoupment/forfeiture for misconduct, SOX 304, and specified events; shares may be withheld/taxed; anti-repricing without shareholder approval . |
| Non-compete/Non-solicit | Not disclosed . |
Board Governance
- Dual role: Mr. Loeb serves as CEO and as a director; Board determined all other directors are independent under NASDAQ rules, with Mr. Loeb the sole non-independent director .
- Committees: Audit (Chair: Zentman; members Mohr, Osterer); Compensation (Mohr, Osterer, Zentman); Nominating (Mohr, Zentman, Osterer); all committee members independent .
- Executive sessions: Independent directors meet in executive session following regularly scheduled meetings .
- Meetings and attendance: In 2024, four Board meetings and three unanimous written consents; all incumbent directors attended at least 75% of meetings and committees; all five directors attended the 2024 annual meeting .
- Director compensation: Mr. Loeb is not separately compensated for Board service; non-employee directors received $15,000 annual retainer plus options; Audit Chair received $10,000; Audit members received $2,000 .
Compensation Structure Analysis
- Mix remains primarily cash consulting fees with small annual time-based option grants; no annual bonus disclosed or paid to the CEO in 2023–2024 .
- 2024 option grant increased modestly in fair value vs. 2023 ($13,009 vs. $9,142) and vested quarterly; 2025 grant increased strike to $17.50 reflecting stock price at grant .
- Pay-versus-performance disclosure shows compensation actually paid equals SCT totals and correlates with net income improvement in 2024 ($6.322M) following a deferred tax valuation allowance release .
- Equity plan amendments extended Amended and Restated 2006 Stock Incentive Plan to December 31, 2034; repricing prohibitions and performance measure framework retained .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total revenue ($000s) | 8,059 | 10,986 |
| Monitoring revenue ($000s) | 4,262 | 4,553 |
| Hardware revenue ($000s) | 3,797 | 6,433 |
| Gross margin (%) | 74.5% | 72.8% |
| Operating income ($000s) | 74 | 1,937 |
| Net income to stockholders ($000s) | 119 | 6,294 (incl. $4,435 deferred tax benefit) |
- Strategic milestone: Won a material cell-tower monitoring contract initially estimated at ~$5M for equipment and first-year services, supporting 5,000–10,000 generators; expected to complete statement of work in 2025 .
- Balance sheet: Cash increased to $2.326M at year-end 2024; stockholders’ equity exceeded $5M, enabling pursuit of a Nasdaq uplisting .
Director Compensation (Loeb-specific)
- Board service: Not separately compensated for Board; CEO pay is via consulting agreements and annual option grants .
- Meeting fees: None disclosed beyond retainer structures for non-employee directors; election to receive retainer in stock is available to directors, vesting quarterly; not applicable to Mr. Loeb .
Other Directorships & Interlocks
- Current boards: NovelStem International Corp (President/Executive Chairman/Director); Gyrodyne, LLC (Director) .
- Historical boards: American Pacific Corporation; Pernix Therapeutics; TAT Technologies; Keweenaw Land Association .
- Leap Tide relationship: Loeb is sole manager of Leap Tide Capital Acorn LLC; disclaims beneficial ownership except to pecuniary interest .
Equity Ownership & Alignment Details
| Shares Outstanding (Record Date) | Loeb % Ownership | Direct | LLC (Leap Tide Capital Acorn LLC) | Exercisable Options |
|---|---|---|---|---|
| 2,498,316 | 21.03% | 242,198 | 273,251 | 12,598 |
- Hedging/pledging prohibited by Insider Trading Policy; Section 16 pre-clearance and blackout periods apply, reducing opportunistic trading risk .
- Options at YE 2024 fully exercisable per outstanding table; unvested options for Mr. Loeb not listed at YE 2024 .
Compensation Committee Analysis
- Members: Gary Mohr, Michael F. Osterer, Samuel M. Zentman (independent) .
- Consultant usage: Not disclosed; committee charter available on investor relations website .
- Pay philosophy: Board asserts appropriate balance of fixed vs variable pay and alignment via performance; advisory say-on-pay proposal presented annually .
Say-on-Pay & Shareholder Feedback
- Advisory vote proposed for 2025 meeting; stockholders may email independent directors at [email protected] to express views .
- Historical approval percentages not disclosed .
Related Party Transactions & Red Flags
- Appointment to Acorn and DSIT boards in 2015 linked to Leap Tide Loan Agreement; no current RPTs disclosed in reviewed sections .
- Legal proceedings: None reported .
- Clawbacks: Plan includes reimbursement/recoupment in event of misconduct or accounting restatement; no tax gross-ups disclosed .
- Internal controls: Company disclosed material weaknesses risk discussion; management certifications signed by Loeb and Clifford .
Investment Implications
- Alignment: Loeb’s ~21% beneficial ownership, including significant direct and LLC holdings, strongly aligns incentives with shareholders and reduces agency risk .
- Retention risk: CEO is engaged via one-year consulting agreements without severance; retention depends on annual renewals, offset by high ownership stake and dual leadership roles at OmniMetrix .
- Trading signals: 2024 option exercises at low strikes (Feb and Dec) and annual option grants with quarterly vesting create periodic potential for insider sell windows, moderated by blackout policies and pre-clearance .
- Governance: Dual role (CEO + director) balanced by independent Audit/Comp/Nominating committees and regular executive sessions; attendance strong, supporting oversight quality .
- Performance momentum: Revenue growth (+36%), operating leverage (operating income moved to $1.94M), and execution of the large cell-tower contract support the outlook; the deferred tax allowance release adds non-cash EPS but should not be over-weighted in valuation .