Bennet Tchaikovsky
iPowerAbout Bennet Tchaikovsky
Bennet Tchaikovsky, 55, is an independent director of iPower Inc. (IPW), serving on the board since May 2021 and currently chairs the Audit Committee; he is a licensed CPA and an SEC-designated “audit committee financial expert.” He holds a JD from Southwestern Law School (1996) and a BA in Business Economics from UC Santa Barbara (1991), and has extensive accounting, CFO, and board experience at public companies, alongside an academic career as a full-time professor at Irvine Valley College since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iPower Inc. | Independent Director; Audit Committee Chair | May 2021–Present | Audit Chair; member Compensation and Nominating & Corporate Governance committees; SEC “financial expert” |
| Irvine Valley College | Full-time Professor | Aug 2014–Present | Accounting education/leadership |
| California State Univ., Fullerton | Part-time Accounting Instructor | Jan 2022–Jun 2024 | Teaching/engagement |
| Long Beach City College | Part-time Accounting Instructor | Sep 2020–Dec 2021 | Teaching/engagement |
| Chapman University | Part-time Instructor | Aug 2018–May 2019 | Teaching/engagement |
| Ener-Core, Inc. (OTCMKTS: ENCR) | Director; Audit Committee Chair | Nov 2013–Aug 2019 | Audit chair oversight |
| China Jo-Jo Drugstores, Inc. (NASDAQ: CJJD) | Director; (Prior) CFO | Director: Aug 2011–Jan 2013; CFO: Sep 2009–Jul 2011 | Finance leadership; board governance |
| VLOV, Inc. | Chief Financial Officer | Apr 2010–Aug 2013 | Corporate finance |
| Skystar Bio-Pharmaceutical Company | Chief Financial Officer | May 2008–Apr 2010 | Corporate finance |
| Ever-Glory International Group (Nasdaq: EVK) | Director; Audit Chair; Comp Committee Member | Mar 2008–Nov 2009 | Audit chair; compensation committee member |
| Sino Clean Energy, Inc. | Director | Dec 2008–Nov 2009 | Board oversight |
| Oriental Culture Holding Group, Ltd. (Nasdaq: OCG) | Director | Jan 2020–Dec 2021 | Board oversight |
| Industrial Human Capital, Inc. (NYSE: AXH) | Director | Feb 2021–Jul 2022 | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Irvine Valley College | Full-time Professor | Aug 2014–Present | Ongoing academic role |
| (Prior) CSUF, LBCC, Chapman | Part-time Instructor | Various (2018–2024) | Past academic engagements |
Board Governance
- Structure: CEO also serves as Chairman; board has not designated a Lead Independent Director .
- Independence: Board determined all directors except CEO are independent under Nasdaq standards (includes Tchaikovsky) .
- Meetings and attendance (FY ended Jun 30, 2024): Board held 4 meetings (5 written consents); no director attended fewer than 75% of board and committee meetings to which they belonged .
| Body | Membership (re: Tchaikovsky) | Chair? | FY2024 Meetings |
|---|---|---|---|
| Board of Directors | Director | — | 4 meetings; 5 consents |
| Audit Committee | Member | Yes (Chair) | 5 meetings |
| Compensation Committee | Member | No (Chair is Li) | 0 meetings |
| Nominating & Corporate Governance | Member | No (Chair is Guo) | 0 meetings |
- Audit Committee expertise: Tchaikovsky is a licensed CPA and designated “audit committee financial expert”; responsibilities include auditor oversight, internal controls, and related-party transaction review .
Fixed Compensation
Director pay (FY 2024) indicates a cash retainer plus an additional audit chair fee for Tchaikovsky.
| Component | FY 2024 Amount (USD) |
|---|---|
| Annual cash retainer | $25,000 (standard for independent directors) |
| Audit Committee chair retainer | $5,000 (additional) |
| Total cash fees – Tchaikovsky | $30,000 |
| Meeting fees | None disclosed |
| Expense reimbursement | Reasonable board-related expenses reimbursed |
Compensation mix: cash $30,000 and equity $30,000 (50/50 mix in FY 2024) .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned metrics disclosed for director equity.
| Equity Award | Grant Value | Vehicle | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director grant (FY 2024) | $30,000 | RSUs | Vest monthly in 12 substantially equal installments | None disclosed for directors (time-based RSUs) |
Performance metric details (targets/weights/TSR/ESG) for director compensation are not disclosed; awards appear service-based .
Other Directorships & Interlocks
| Company | Ticker/Exchange | Role | Period | Committee Roles |
|---|---|---|---|---|
| Ener-Core, Inc. | OTCMKTS: ENCR | Director | 2013–2019 | Audit Chair |
| China Jo-Jo Drugstores, Inc. | NASDAQ: CJJD | Director | 2011–2013 | — |
| VLOV, Inc. | — | CFO | 2010–2013 | — |
| Skystar Bio-Pharmaceutical Company | — | CFO | 2008–2010 | — |
| Ever-Glory International Group | Nasdaq: EVK | Director | 2008–2009 | Audit Chair; Comp Member |
| Sino Clean Energy, Inc. | — | Director | 2008–2009 | — |
| Oriental Culture Holding Group, Ltd. | Nasdaq: OCG | Director | 2020–2021 | — |
| Industrial Human Capital, Inc. | NYSE: AXH | Director | 2021–2022 | — |
No current public company directorships beyond IPW are disclosed .
Expertise & Qualifications
- Licensed CPA (California) and active member of California State Bar; designated SEC “financial expert” for audit committee .
- Deep CFO and audit chair background across multiple small-cap/China-related issuers; extensive accounting and governance experience .
- Academic credentials and current professorship (accounting/finance relevance) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 79,409 shares (<0.1% of outstanding) |
| Vested common stock | 73,457 shares |
| Unvested RSUs | 5,952 RSUs (subject to vesting) |
| Ownership % of outstanding | Less than 0.1% (based on 31,359,899 shares outstanding) |
| Pledged/hedged | Not disclosed; company maintains insider trading policy |
| Ownership guidelines | Not disclosed |
Director Compensation Detail (FY 2024)
| Name | Cash Fees | Stock Awards (RSUs) | Other | Total |
|---|---|---|---|---|
| Bennet Tchaikovsky | $30,000 | $30,000 | — | $60,000 |
Notes: Independent directors generally received $25,000 cash and $30,000 in RSUs; audit chair receives additional $5,000 cash retainer; RSUs vest monthly over 12 months .
Attendance, Independence, and Shareholder Support
- Attendance: No director attended fewer than 75% of board/committee meetings in FY 2024 .
- Independence: All directors other than the CEO are independent; Tchaikovsky is independent .
- 2025 Shareholder vote results:
- Re-election of Bennet Tchaikovsky: For 20,946,608; Withheld 498,376; Broker non-votes 4,545,719 (elected by plurality) .
- Say-on-Pay (advisory): For 21,390,021; Against 43,183; Abstain 11,780; Broker non-votes 4,545,719 (approved) .
Related-Party Exposure and Oversight Context
Audit Committee (chaired by Tchaikovsky) is responsible for reviewing related-party transactions; during the last two fiscal years, the company disclosed multiple transactions involving insiders and significant shareholders, including:
- CEO-related: Sales through MII Strategy Inc. (owned by CEO) of $95,376; $56,406 due from MII at 6/30/24 .
- Co-founder loans and settlements: On-demand loan from White Cherry Limited: $2.0M borrowed (repaid by Jan 31, 2024); $32,911 interest expense in FY 2024; short-term $350,000 loan from major stockholder (no interest, outstanding at 6/30/24) .
- IPO underwriter settlement reimbursed via founders’ share return (541,667 shares to treasury) to fund $1.3M settlement; committed by CEO up to $3.5M via share sales .
- Joint venture/affiliate arrangements and advances related to acquired entities (DHS/White Cherry) with balances resolved by FY 2024 .
Audit Committee charter assigns pre-approval and review of related-party dealings (policy noted), underscoring the importance of active committee oversight in this environment .
Insider Trades and Section 16(a) Compliance
- Delinquent Section 16(a) reports: Bennet Tchaikovsky had one late Form 4 covering 24,800 shares; the company also noted a late Form 4 for another former director .
Governance Assessment
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Positives:
- Strong financial oversight credentials (CPA; SEC “financial expert”) and Audit Committee leadership; Audit Committee met five times in FY 2024, produced required report, and oversees internal controls, auditor independence, and related-party reviews .
- Independence affirmed; shareholder support for re-election was strong based on 2025 vote results .
- Director equity grants (RSUs) provide at-risk alignment through equity, with 50/50 cash/equity mix for FY 2024 .
-
Risks and RED FLAGS:
- Board leadership structure concentrates power (CEO is also Chairman) and no Lead Independent Director—can dilute independent oversight and agenda control .
- Committee engagement imbalance: Compensation and Nominating & Governance Committees held zero meetings in FY 2024, which may signal limited formal oversight in those areas despite independent composition; Audit Committee activity comparatively robust .
- Multiple related-party transactions with management/major shareholders present conflict-of-interest risks requiring vigilant Audit Committee scrutiny (loan arrangements, affiliate sales, prior settlement funded via founder share giveback) .
- Section 16(a) late filing by Tchaikovsky (one Form 4) is a minor compliance lapse but a governance blemish for an audit chair .
-
Director compensation and ownership alignment:
- Modest director pay ($60k total) with RSUs vesting monthly supports some alignment, but beneficial ownership is <0.1%—limited direct “skin-in-the-game”; no disclosed director ownership guideline .
-
Shareholder feedback:
- Say-on-Pay passed by a wide margin in 2025, suggesting general investor support for compensation practices; nonetheless, low committee meeting cadence (other than Audit) may draw governance scrutiny from investors and proxy advisors .
Overall, Tchaikovsky brings robust audit and financial governance experience and leads the most active oversight committee; however, the board’s leadership structure, zero meetings for key committees in FY 2024, and the company’s notable related-party exposure amplify the importance of his role and the need for sustained, documented committee engagement and rigorous conflict oversight .