Michael F. Osterer
About Michael F. Osterer
Independent director of Acorn Energy (ACFN), elected August 2018 (advisor since October 2017). Age 79; long-tenured entrepreneur and operator with a BA in Social Sciences from Fordham University, Magna Cum Laude, and prior service in the U.S. Air Force/Air National Guard (1964–1970) . The Board has determined he is independent under NASDAQ rules; he is renominated for 2025 and serves on Audit, Compensation, and Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UE Systems, Inc. | Founder; Chairman; President (past) | Chairman since 1973; President 1973–1985 | Built an international asset reliability brand; long operating leadership |
| Libom Oil | President | Since 1987 | Energy exploration and drilling leadership |
| Radon Testing Corp. of America | Acting Chairman; President (past) | President 1985–1989; Acting Chairman (current) | Consumer/environmental services leadership |
| Westchester Consultants | Founder | Not specified | Branding expertise, especially food products |
| U.S. Air Force/Air National Guard | 105th Airborne Division | 1964–1970 | Military service |
External Roles
| Organization | Role | Sector/Type | Notes |
|---|---|---|---|
| UE Systems, Inc. | Chairman | Industrial technology (asset reliability/ultrasound) | Interlock with ACFN director Gary Mohr (UE Systems President) |
| Libom Oil | President | Energy (exploration/drilling) | Founder/operator |
| Radon Testing Corp. of America | Acting Chairman | Environmental services | Founder; prior President |
| Westchester Consultants | Founder | Consulting | Branding focus |
| Fields of Peace | Director (non-profit) | Non-profit | Disclosed in 2024 proxy |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating Committee member .
- Committee chairs: Audit Committee chaired by Samuel M. Zentman; Osterer is not a chair .
- Independence: Board determined all directors except CEO Jan Loeb are independent under NASDAQ rules .
- Attendance/engagement: In 2024, Board met 4 times; all incumbent directors attended at least 75% of Board and committee meetings; all five attended the most recent annual meeting. In 2023, Board met 4 times; same ≥75% attendance and full annual meeting attendance .
- Executive sessions: Independent directors meet in executive session following regularly scheduled Board meetings .
- Risk oversight: Entire Board oversees risk; independent directors shape agendas; CEO director role bridges management and Board .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned (Cash $) | $17,000 | $17,000 |
| Audit Committee Member Retainer (included in cash) | $2,000 | $2,000 |
| Annual Director Retainer (included in cash) | $15,000 | $15,000 |
| Meeting Fees | Not disclosed | Not disclosed |
| Total Cash Compensation ($) | $17,000 | $17,000 |
| Total Director Compensation ($) | $19,306 | $20,695 |
Notes:
- Policy: Non-employee directors receive $15,000 annual retainer plus $2,000 for Audit Committee membership; Audit Chair receives $10,000 (not applicable to Osterer). Directors may elect to receive shares in lieu of retainer/fees; those shares vest quarterly .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option Grant Date | Jan 1, 2023 | Jan 1, 2024 |
| Options Granted (#) | 625 | 625 |
| Exercise Price ($/share) | $5.60 | $6.09 |
| Grant-date Fair Value ($) | $2,306 | $3,695 |
| Vesting | Four quarterly installments beginning grant date | Four quarterly installments beginning grant date |
| Expiration | Jan 1, 2030 | Jan 1, 2031 |
Policy mechanics:
- Director options are granted annually at an exercise price equal to the closing price on the last trading day preceding grant; options expire at the earlier of seven years from grant or 18 months after service ends; vesting generally in four quarterly tranches beginning on grant date .
Other Directorships & Interlocks
| Counterparty | Relationship to Osterer | Interlock/Conflict Note |
|---|---|---|
| UE Systems, Inc. | Osterer: Chairman; Gary Mohr (ACFN director): President | Two ACFN directors hold senior roles at UE Systems; potential conflict if ACFN has transactions with UE Systems (none disclosed) . |
| Libom Oil | Osterer: President | No ACFN transactions disclosed . |
| Radon Testing Corp. of America | Osterer: Acting Chairman | No ACFN transactions disclosed . |
| Fields of Peace (non-profit) | Osterer: Board member | Non-profit role . |
Expertise & Qualifications
- Entrepreneurial and operational leadership across industrial technology, energy, and environmental services; founding and chair roles at UE Systems, Libom Oil, and Radon Testing Corp .
- Governance experience through multi-decade oversight roles; branding expertise via Westchester Consultants .
- Education: BA in Social Sciences (Fordham University), Magna Cum Laude .
- Military service: U.S. Air Force/Air National Guard, 105th Airborne Division .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially Owned Shares (#) | 181,589 | 182,214 |
| Ownership (% of outstanding) | 7.28% (of 2,487,307 shares) | 7.28% (of 2,498,316 shares) |
| Currently Exercisable Options (#) | 5,482 | 6,107 |
| Indirect Holdings (UE Systems Inc.) (#) | 52,083 | 52,083 |
Section 16(a) compliance: Company states executive officers and directors complied during 2023 and 2024 .
Governance Assessment
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Strengths:
- Independent director with broad operating experience; serves on all three key committees, providing consistent oversight across audit, compensation, and nominations .
- High engagement: at least 75% attendance at Board and committee meetings; attends annual meetings .
- Material personal stake: ~7.28% ownership, including currently exercisable options, aligning incentives with shareholders .
-
Potential conflicts and risk indicators:
- RED FLAG: Interlocks with UE Systems. Osterer is Chairman of UE Systems, and fellow ACFN director Gary Mohr is President of UE Systems; both sit on Audit, Compensation, and Nominating Committees. While the Board deems them independent under NASDAQ rules, any undisclosed transactions between ACFN and UE Systems could raise related-party concerns. No such transactions are disclosed in the proxies .
- Board composition: CEO also serves as director; while common in microcaps, it concentrates influence. Independent directors meet in executive session, partly mitigating this .
- Pay structure: Director compensation is modest and primarily cash plus small option grants; no meeting fees, minimizing per-meeting incentives. Equity awards vest over one year, with 7-year terms, providing some long-term alignment .
-
Compensation mix trends:
- Year-over-year, option grant fair value increased (2023: $2,306 → 2024: $3,695) while cash retainer remained flat at $17,000, slightly increasing equity’s share of total pay; there is no use of RSUs/PSUs or performance metrics for director pay, consistent with small-cap norms .
-
Independence, attendance, and engagement:
- Formally independent per NASDAQ; ≥75% attendance; active committee participation; independent director executive sessions held .
Monitoring items for investors:
- Related-party exposure: Watch for any ACFN transactions with UE Systems, Libom Oil, or Radon Testing Corp in future filings; none disclosed currently .
- Committee effectiveness: Given interlocks, scrutinize Audit and Compensation Committee decisions for potential bias; Audit chaired by Zentman provides an independent check .
- Ownership dynamics: Large personal stake supports alignment but also influence—track any pledging or hedging disclosures; none noted in proxies .