Timothy Burns
Ideal PowerAbout Timothy Burns
Timothy W. Burns, CPA, serves as Chief Financial Officer, Secretary and Treasurer of Ideal Power and has been with the company since October 2013; he was appointed Secretary in November 2013. He holds a master’s degree in professional accounting from the University of Texas and a bachelor’s degree in accounting from the University of Southern California and is a certified public accountant in Texas; as of April 25, 2025, he is 50 years old. Company pay-versus-performance disclosures show a strong shareholder return profile over the period, with an initial fixed $100 investment valued at $328 in 2024, while reporting a net loss of $10.4 million in 2024 and $10.0 million in 2023. These indicate capital markets performance tailwinds alongside continued investment-stage losses during his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ideal Power Inc. | Chief Financial Officer and Treasurer | Oct 2013–present | Long-tenured finance leadership through product and capital markets evolution |
| Ideal Power Inc. | Corporate Secretary | Nov 2013–present | Governance and disclosure oversight |
| Rainmaker Systems, Inc. (Nasdaq: RMKR) | Interim President & CEO | Oct 2012–Dec 2012 | Interim executive leadership during transition |
| Rainmaker Systems, Inc. | Chief Financial Officer | Apr 2011–Feb 2013 | Public company finance leadership |
| Rainmaker Systems, Inc. | Controller | Nov 2010–Apr 2011 | Operational accounting leadership |
| Dean Foods Company (NYSE: DF) | Director of Corporate Accounting | 2008–Nov 2010 | Corporate accounting leadership at large public company |
| Dean Foods Company | Various finance/accounting roles | 2001–2008 | Progressive responsibilities in finance |
| Deloitte & Touche LLP | Auditor | 1998–2001 | External audit experience (Big Four) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 282,576 | 282,576 |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Bonus Paid ($) | 98,902 | 79,475 |
| Stock Awards ($ fair value) | — | 282,000 |
| All Other Compensation ($) | 18,856 | 25,242 |
| Total ($) | 400,334 | 669,293 |
Performance Compensation
Annual Bonus Outcomes
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Payout vs Target (%) | 70% | 56.25% |
Bonuses were based on company targets approved by the Board; specific KPIs are not disclosed.
RSU and PSU Awards and Vesting
| Grant Date | Award Type | Shares (#) | Vesting Schedule / Conditions |
|---|---|---|---|
| Dec 17, 2021 | RSU | 8,332 | Vests one-third annually over 3 years, service-based |
| Dec 15, 2022 | RSU | 18,333 | Vests one-third annually over 3 years, service-based |
| Dec 15, 2022 | PSU | 27,500 | Vests in three equal tranches upon achievement of stock price appreciation milestones prior to Dec 15, 2025, service-based |
| Jun 20, 2024 | RSU | 40,000 | Vests one-third annually over 3 years, service-based |
| Dec 15, 2022 | RSU | 9,166 | Remaining unearned RSUs as of FY2024/FY2025 vesting schedule as above |
Market values in tables reflect year-end prices used by the company for disclosure. For FY2024, RSU/PSU market/payout values were computed at $7.55 per share; for FY2023 at $7.77 per share.
Stock Options Outstanding
| Option Shares (#) | Exercise Price ($) | Expiration | Status |
|---|---|---|---|
| 25,000 | 7.59 | 12/10/2030 | Exercisable |
| 5,700 | 7.19 | 08/06/2030 | Exercisable |
| 9,500 | 1.99 | 03/25/2030 | Exercisable |
| 9,721 | 2.85 | 10/28/2029 | Exercisable |
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 70,135 | 80,747 |
| Ownership as % of Shares Outstanding | <1% | <1% |
| Shares Outstanding (reference date) | 7,381,378 (Apr 12, 2024) | 8,347,970 (Apr 15, 2025) |
| Unvested RSUs (indicative counts) | 8,332; 18,333 | 9,166; 40,000 |
| Unvested PSUs (indicative counts) | 27,500 | 27,500 |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging company stock for all employees, officers, and directors.
- Clawback policy: Incentive Compensation Recovery Policy adopted in Sept 2023 per Exchange Act Section 10D and Nasdaq Listing Rule 5608.
Employment Terms
| Term | Key Details |
|---|---|
| Employment agreement date | September 16, 2014 |
| Target annual bonus | 50% of annual salary; based on mutually agreed Performance Goals (Compensation Committee, CEO, and Mr. Burns) |
| Termination without cause | Accrued salary/PTO, accrued bonus, expenses; severance equal to six months’ salary; continued benefits for six months; lump sum or paid on regular paydays |
| Change in control | Immediate vesting of equity awards scheduled to vest post-termination |
| Benefits | Company-paid healthcare benefits for Mr. Burns and his children |
| Insider trading policy | Adopted; prohibits hedging and pledging; filed as exhibit to 2024 Form 10-K |
| Clawback | Incentive Compensation Recovery Policy adopted Sept 2023 |
| Roles and service start | Joined as CFO/Treasurer in Oct 2013; appointed Secretary in Nov 2013 |
Governance and Shareholder Feedback
| Item | FY 2025 |
|---|---|
| Say-on-Pay (advisory) | For: 2,475,287; Against: 252,893; Abstain: 16,683; Broker non-votes: 2,591,038 |
| Say-on-Pay Frequency | 1 year: 1,853,037; 2 years: 36,712; 3 years: 848,008; Abstain: 7,106; Board adopting annual votes |
Investment Implications
- Pay-for-performance: Annual bonus payouts below target in 2024 (56.25% of target) vs. 2023 (70%) indicate compensation sensitivity to company results; specific KPI targets are undisclosed.
- Equity alignment: PSU tranches vest only upon stock price appreciation milestones by Dec 15, 2025, directly tying upside to shareholder returns; RSUs vesting cadence provides retention ballast.
- Ownership and selling pressure: Burns’ direct/beneficial ownership is <1%; company-wide anti-hedging/anti-pledging policy meaningfully mitigates pledging and hedging-related sell pressure.
- Severance and change-of-control economics: A relatively modest severance (six months’ salary) and single-trigger equity acceleration upon change in control balance retention vs. potential sale incentives.
- Market benchmarking: Compensation review found CFO pay below 25th percentile; 2023 salary was adjusted to align with the 25th percentile, helping retention but signaling prior below-market compensation.
- Shareholder support: Strong say-on-pay approval in 2025 suggests investors view executive compensation practices as acceptable.
- Execution risk context: Despite favorable TSR trajectory, pay-versus-performance shows continued net losses, highlighting the importance of milestone execution tied to PSU vesting through 2025.