Katherine Koster
Polar PowerAbout Katherine Koster
Independent director since December 2019; serves on the Audit Committee and Nominating & Corporate Governance Committee. Age 63. Retired investment banker with 30+ years in public finance; Senior Managing Director/Regional Manager at Hilltop Securities (Feb 2022–May 2024), prior roles at D.A. Davidson (Feb 2021–Feb 2022) and Piper Sandler (Jun 2008–Feb 2021). BA in Theater/Business Administration from Pepperdine; completed UCLA Anderson “Women in Governance” program; holds SIE, Series 7, 24, 79TO; MSRB Series 50, 52TO, 53; and NASAA Series 63 credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilltop Securities, LLC | Senior Managing Director; Regional Manager | Feb 2022 – May 2024 | Led public finance coverage; capital markets access for municipalities/developers |
| D.A. Davidson | Managing Director, Public Finance | Feb 2021 – Feb 2022 | Investment banking in municipal finance |
| Piper Sandler Companies | Managing Director, Public Finance | Jun 2008 – Feb 2021 | Capital raising; public finance expertise |
External Roles
No other public company directorships are disclosed in POLA’s proxy for Koster .
Board Governance
- Board independence: Koster is independent under Nasdaq rules; Board majority independent (all except CEO/Chair Arthur D. Sams) .
- Committee assignments: Audit Committee member (chair: Keith Albrecht); Nominating & Corporate Governance Committee member (chair: Michael G. Field). 2024 meetings: Audit (4), Nominating (1). Compensation Committee (Field chair; Albrecht member) held 1 meeting in 2024; Koster is not a member .
- Attendance: In 2024, all directors attended 100% of Board and applicable committee meetings .
- Audit Committee report: Koster signed the Audit Committee’s report recommending inclusion of audited 2024 financials in the 10-K .
- Board leadership: CEO also serves as Chair (Arthur D. Sams), no lead independent director disclosed; the Board uses committees for risk oversight (Audit: financial/controls; Compensation: pay-risk; Nominating: governance) .
Fixed Compensation
| Year | Role | Annual Retainer (Cash) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|---|
| 2024 | Non-employee Director | $30,000 | Not disclosed | Not disclosed | Quarterly cash retainer is $7,500; Mr. Field had an equity alternative in first year; Koster’s disclosure shows cash only |
Performance Compensation
| Item | Detail | 2024 Value |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for Koster | $0 |
| Option awards | None disclosed for Koster | $0 |
| Non-Employee Director Compensation Limit (per fiscal year) | Cash + equity total capped at $100,000 (fair value at grant) | Policy limit |
| Vesting/terms for director equity | Equity available under 2016 Plan; Mr. Field had first-year choice of cash vs shares; no Koster grant disclosed | See plan and director comp policy |
No director performance metrics (e.g., TSR, revenue, EBITDA) are tied to Koster’s compensation; POLA’s disclosed performance metrics apply to executive officers’ annual incentives, not directors .
Other Directorships & Interlocks
No other current public company boards or disclosed interlocks for Koster in POLA’s proxy; family relationships among directors/executives are stated as none .
Expertise & Qualifications
- Capital markets/public finance expert; high financial literacy cited by Board in nomination rationale .
- Education and governance training: Pepperdine BA; UCLA Anderson governance program .
- Licenses: SIE, Series 7, 24, 79TO; MSRB Series 50, 52TO, 53; NASAA Series 63 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Derivative Securities Within 60 Days |
|---|---|---|---|
| Katherine Koster | 0 | 0.0% | 0 |
Section 16(a) compliance: All reporting persons filed timely in 2024 except Michael Field; no delinquency noted for Koster .
Governance Assessment
- Strengths: Independent director with deep financial and capital markets expertise; full attendance; active on Audit and Nominating committees; signed Audit Committee report; Board majority independent; committees have written charters and meet independence requirements .
- Alignment concerns: Koster holds no POLA shares and received only cash retainer in 2024 (no equity grants), reducing “skin-in-the-game” alignment; no director stock ownership guidelines disclosed .
- Structure risk: Combined CEO/Chair role without a disclosed lead independent director can weaken independent board leadership; monitor committee effectiveness and executive session practices (not disclosed) .
- Policy notes: Company prohibits hedging/pledging for executives/employees and has an executive clawback policy; these policies are not explicitly stated for directors in the proxy .
Committee Charters – Key Responsibilities (selected)
- Audit: Oversees financial reporting, auditor selection/fees, internal controls, non-audit pre-approvals, prepares SEC-required Audit Committee report .
- Compensation: Sets executive compensation policy, goals, approves pay, equity grants, and reviews director compensation .
- Nominating & Governance: Board composition/qualifications, independence compliance, committee makeup, governance practices .
Related-Party Transactions and Conflicts
- Oversight: Audit Committee monitors compliance and reviews related-party transactions; no related-party transactions involving Koster are disclosed in the proxy .
Say-on-Pay & Shareholder Feedback
- The 2025 proxy includes advisory votes on executive compensation and frequency; results percentages are not disclosed yet (meeting scheduled Dec 15, 2025) .
RED FLAGS
- Zero equity ownership and cash-only director pay for Koster in 2024 (weak ownership alignment) .
- Combined CEO/Chair with no disclosed lead independent director .