Joshua S. Horowitz - Chairman of the Board | BK Technologies (BKTI) Executive Profile & Compensation

About Joshua S. Horowitz

Joshua S. Horowitz (age 47) has served on BK Technologies’ Board since 2023 and is the current Chairman of the Board. He is a professional investor with 22+ years of experience, serving since January 2012 as portfolio manager and Managing Director at Palm Management (US) LLC (and prior Palm Ventures), with earlier roles as Director of Research at Berggruen Holdings and research analyst at Crossway Partners. He holds a B.S. in Management from Binghamton University, studied at the Bath School of Management (UK), and earned an NACD CERT Certificate in Cyber-Risk Oversight; he advised BKTI’s Board on capital markets and M&A from November 2021 to December 2023 before joining the Board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Berggruen Holdings	Director of Research	Prior to 2012 (dates not specified)	Multi-billion-dollar family office; investment research leadership
Crossway Partners LP	Research Analyst	Prior to Berggruen (dates not specified)	Value strategy investment partnership; fundamental analysis
Birner Dental Management Services (OTC: BDMS)	Director; Interim Chairman	Dec 2017–Jan 2019	Led during sale to Mid Atlantic Dental Partners; only publicly traded DSO at the time
1347 Capital Corp (Nasdaq: TFSC)	Director	Jul 2014–Jul 2016	Board service at SPAC/holding company
1347 Property Insurance Holdings (Nasdaq: PIH)	Director	Apr 2015–Apr 2018	Board service at insurance company
Lincoln General Insurance Company (private)	Director	Oct 2011–Nov 2015	Board governance and oversight
BK Technologies	Board Adviser (capital markets & M&A)	Nov 2021–Dec 2023	Advised on capital markets and strategy prior to Board appointment

External Roles

Organization	Ticker	Role	Tenure	Committees/Impact
Limbach Holdings, Inc.	LMB	Director; Chairman	Director since Mar 2020; Chairman since Jun 2024	Board leadership as Chairman
Barnwell Industries, Inc.	BRN	Director	Since Feb 2023	Holding co. with oil & gas investments
NeuroMetrix, Inc.	NURO	Director	Since Apr 2024	Neurotechnology devices focus
Kingsway Financial Services Inc.	KFS	Director	Since Mar 2025	Business services and extended warranty

Board Governance

Role: Chairman of the Board; separate from CEO, consistent with Board’s preferred leadership structure to enable CEO focus on operations and Chair focus on oversight .
Independence: The Board determined Jackson, Lanktree, O’Hara, Payne, and Sams are independent; Horowitz is not listed as independent (and CEO Suzuki is non-independent) .
Committee Assignments: Strategic M&A Committee member; no Audit, Compensation, or Nominating & Governance Committee assignments .
Committee Chair Roles: None; Strategic M&A Committee established July 2024 and met twice in 2024 .
Attendance: The Board met 13 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
Executive Sessions: Independent directors meet at least annually in executive session .

Governance Item	2024	Notes
Board Meetings	13	Virtual annual meeting structure noted for 2025
Attendance (per director)	≥75%	Minimum threshold met by all directors
Strategic M&A Committee	Established July 2024; met 2x	Horowitz member
Independence (Horowitz)	Not classified as independent	Independent directors listed exclude Horowitz

Fixed Compensation

Component	FY 2024	FY 2025 Program	Terms
Cash Retainer	$30,000	$90,000	Payable quarterly; no additional fees for chair/committee service
Committee/Chair Fees	$0	$0	No extras for Chairman or committee roles
Meeting Fees	Not disclosed (none indicated)	Not disclosed (none indicated)	Out-of-pocket reimbursements permitted
Annual Director Comp Cap (Plan limit)	$200,000	$200,000	Aggregate cash + grant-date fair value cap under 2017 Plan

Performance Compensation

Award Type	Grant Date	Quantity	Grant-Date Value	Strike/Terms	Vesting	Expiration	Performance Metrics
RSUs (annual grant)	Feb 2024	7,335 RSUs	$90,000	N/A	Vests in 3 equal annual installments beginning 1st anniversary; full vest if not nominated for continued service other than for good reason	N/A	None disclosed; time-based vesting
Stock Options (annual grant)	Jan 16, 2025	2,238 options	$35,000	$32.58 per share	Vests in 3 equal annual installments beginning Jan 16, 2026	Jan 16, 2035	None disclosed; time-based vesting

Observation: The 2025 program shifts equity from RSUs to options and materially increases cash retainer (from $30k to $90k), increasing both guaranteed pay and option-based stock price sensitivity; no director performance metrics are disclosed for equity vesting .

Other Directorships & Interlocks

Company	Relationship to BKTI	Potential Interlock Risk
Limbach (LMB), Barnwell (BRN), NeuroMetrix (NURO), Kingsway (KFS)	Unrelated sectors vs BKTI’s land mobile radio; no disclosed transactions	No related-party links disclosed in BKTI proxy for these entities; monitor time-commitment and information flow risks

Expertise & Qualifications

Capital markets and corporate governance expertise; portfolio management and investment analysis background; significant public company board experience .
NACD CERT Certificate in Cyber-Risk Oversight; adds risk oversight competency .
Board selected Horowitz as Chair for governance, capital markets, investor communications, and consensus-building skills; also brings perspective as a significant stockholder .

Equity Ownership

Item	Amount	Notes
Direct Shares Owned (Horowitz)	23,110	As of Record Date (Apr 22, 2025)
Shares Beneficially Owned via Palm Global Small Cap Master Fund LP	90,000	Palm Management (US) LLC is investment manager; Horowitz may be deemed beneficial owner but disclaims except to pecuniary interest
Total Beneficial Ownership (Horowitz)	113,110 (3.2% of class)	BKTI shares outstanding: 3,584,346
Options Held (2025 grant)	2,238 (unvested)	Vest begins Jan 16, 2026; expires 2035
RSUs Held (2024 grant)	7,335 (time-based)	3-year equal installments from first anniversary
Hedging/Pledging	Prohibited for directors per Insider Trading Policy	Reduces pledging/hedging misalignment risk

Governance Assessment

Strengths:
- Separate Chair/CEO structure with independent committees and executive sessions; governance scaffolding supports oversight .
- Material personal and affiliated ownership (113,110 shares including Palm Global) aligns interests with shareholders; insider policy bars hedging/pledging .
- Strategic M&A Committee membership leverages capital markets/M&A expertise; committee established to focus on long-term development; met twice in 2024 .
Concerns/RED FLAGS:
- Independence: Not classified as independent by the Board; also characterized as “one of our significant stockholders,” which may create perceived conflicts as Chair .
- Related-party exposure: 8,960 RSUs issued under a consulting agreement in 2023 prior to his Board appointment; while pre-Board, it is a related-party touchpoint that warrants monitoring of continuing ties and services .
- Multi-board commitments: Simultaneous service (and Chair role) at Limbach plus three other public boards may present time-commitment risk; continued attendance compliance should be monitored despite 2024 minimum threshold met .
Director Compensation Mix:
- Y/Y shift from $30k cash + $90k RSUs (FY24) to $90k cash + $35k options (FY25) increases guaranteed compensation and moves equity from time-vest RSUs to options with price sensitivity; no committee chair fees indicate emphasis on uniform compensation .
Committee Process:
- Compensation Committee retains discretion to use advisors/consultants; no specific consultant disclosures for directors in 2024; all standing committees comprised of independent members, which excludes Horowitz .
Attendance/Engagement:
- Board met 13 times; each director ≥75% attendance, but no per-director rates disclosed; independent directors meet in executive session at least annually .