Keith Albrecht
Polar PowerAbout Keith Albrecht
Keith Albrecht (age 74) has served on POLA’s Board since May 2016. He is independent under Nasdaq rules and is the Audit Committee chair; he also serves on the Compensation Committee and the Nominating & Corporate Governance Committee. The Board has determined he qualifies as an “audit committee financial expert” and possesses requisite financial sophistication. Background: career commercial real estate appraiser (Security Pacific/Bank of America 1985–1996; County of Orange, CA 1996–2007); retired investor in startups and small-cap companies .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| Security Pacific and Bank of America | Commercial Real Estate Appraiser | 1985–1996 | Appraised commercial properties for banks |
| County of Orange, California | Appraiser for Commercial Buildings | 1996–2007 | Assessed property values for malls, offices, hotels, apartments |
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) .
- Independence: Board determined all directors except the CEO (Mr. Sams) are independent under Nasdaq Rule 5605; Albrecht is independent .
- Attendance: In 2024, the Board held 4 meetings; all directors attended 100% of Board and committee meetings .
- Committee activity (2024): Audit (4 meetings), Compensation (1 meeting), Nominating & Corporate Governance (1 meeting) .
- Risk oversight: Audit oversees financial risk, compliance, related-party transactions; Compensation monitors risk in pay policies; Board oversees strategic risk .
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Audit | Chair | 4 | Independent |
| Compensation | Member | 1 | Independent |
| Nominating & Corporate Governance | Member | 1 | Independent |
Fixed Compensation
- Policy: Non-employee directors receive a quarterly cash retainer of $7,500; travel expenses reimbursed; D&O insurance coverage .
- 2024 Director Compensation (cash only for Albrecht; no equity/options):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 30,000 | 30,000 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Total ($) | 30,000 | 30,000 |
- Plan limits: Non-employee director compensation capped at $100,000 total value per fiscal year (cash plus equity valued at grant date) under the equity plan .
Performance Compensation
- No performance-based or equity compensation disclosed for Albrecht in 2024; his compensation was cash-only .
- Compensation oversight metrics (used for executive officers; relevant to Albrecht’s Compensation Committee role):
| Performance Metric | Minimum Level (% of base salary) | Target Level (% of base salary) | Maximum Level (% of base salary) | 2024 Actual |
|---|---|---|---|---|
| Revenue | 20% | 25% | 30% | $13.9M |
| Gross Margin (% of revenue) | 5% | 10% | 15% | 9.4% |
| EBITDA (% of revenue) | 5% | 10% | 15% | (26.6%) |
| Customer Concentration (% of total sales) | 8% | 15% | 23% | 48% |
| International Sales (% of total sales) | 7% | 12% | 17% | 13% |
These metrics governed executive cash incentives; the Compensation Committee (Field, Chair; Albrecht) set targets and validated outcomes .
Other Directorships & Interlocks
- No other public-company directorships or committee roles for Albrecht are disclosed in the proxy biography; no interlocks noted .
Expertise & Qualifications
- Audit Committee financial expert; financial sophistication per SEC and Nasdaq definitions .
- Experience in financial analysis, debt analysis, risk oversight emphasized by the Board in nominating rationale .
Equity Ownership
| Metric | As of Nov 14, 2025 |
|---|---|
| Beneficial Ownership (shares) | 1,429 (includes shares issuable upon exercise of options within 60 days) |
| Percent of Class | Less than 1% |
| Options Exercisable (within 60 days) | 1,429 |
- Ownership guideline disclosure: Not specified for directors in the proxy. Company policies include a clawback framework and anti-hedging/pledging policies applying to awards under the equity plan .
Governance Assessment
- Board effectiveness: Albrecht’s chairmanship of Audit, financial expert status, and full attendance support strong oversight of financial reporting, controls, and related-party reviews .
- Alignment: Director pay is modest and cash-based ($30,000), with a plan-level cap at $100,000; Albrecht’s beneficial ownership is minimal (1,429 shares via exercisable options), suggesting limited direct equity alignment typical of micro-cap boards .
- Policies and safeguards: Option repricing prohibited; clawback provisions referenced; anti-hedging/pledging policies apply to awards; indemnification agreements and D&O insurance in place .
- Conflicts/related party exposure: Proxy discloses related-person transaction policies; no transactions involving Albrecht are identified in the reported period (2023–2025) .
- Independence and engagement: Independent under Nasdaq; serves on all three key committees; Compensation Committee held 1 meeting; Audit/Nominating held 4/1 meetings respectively; Board and committee attendance 100% in 2024 .
RED FLAGS
- Minimal ownership: Beneficial ownership under 1% (1,429 shares via options) may signal limited “skin-in-the-game,” though consistent with micro-cap director practices .
- Section 16(a) compliance note pertains to another director (Field) and not Albrecht; no delinquency indicated for Albrecht .