Michael Field

About Michael G. Field

Michael G. Field, 62, is an independent director of Polar Power (POLA) since July 2024. He chairs the Compensation Committee and the Nominating & Corporate Governance Committee and serves on the Audit Committee; the Board has determined he is independent under Nasdaq rules. Field is Chief Operations Officer of Toyota Material Handling North America (since April 2025), and previously served as President & CEO of The Raymond Corporation; he holds a B.S. in Mechanical Engineering (RIT, 1986) and both an M.S. in Manufactured Systems Engineering and an MBA in International Operations Management (Boston University, 1995). The Board cites his engineering and global operations expertise and expects him to contribute to product and customer diversification strategies; he attended 100% of Board and committee meetings held during the period he served in 2024.

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors other than the CEO (Mr. Sams) are independent; Field is independent under Nasdaq Rule 5605.
• Committee assignments and chair roles:
  • Compensation Committee: Chair; 1 meeting in 2024.
  • Nominating & Corporate Governance Committee: Chair; 1 meeting in 2024.
  • Audit Committee: Member; 4 meetings in 2024; Audit Chair is Keith Albrecht (designated audit committee financial expert).
• Attendance and engagement: The Board held 4 meetings in 2024; all directors attended 100% of Board and committee meetings held during their service period.
• Committee interlocks: None; no officer or director interlocks reported for the Compensation Committee.

Fixed Compensation

• Policy: Non-employee directors receive a $7,500 quarterly cash retainer; Field had a one-time first-year option to elect cash ($7,500/quarter) or 18,750 shares under the 2016 Plan.
• 2024 actual (partial year service): Fees earned in cash = $5,500.

Performance Compensation

• 2024 Stock Awards: $7,500; no option awards in 2024.
• First-year election: Solely during first year, Field could choose quarterly cash ($7,500) or 18,750 shares under the 2016 Plan (policy disclosure; grant specifics not otherwise detailed in proxy).
• Non-employee director pay cap: 2026 Equity Plan limits total director compensation value (cash + equity) to $100,000 per fiscal year.

No director-level performance metric framework (TSR/EBITDA/etc.) was disclosed for equity; awards appear service-based per policy references.

Other Directorships & Interlocks

Compensation Committee interlocks: None reported.

Expertise & Qualifications

• Engineering and operations: Deep engineering background (BSME) and long-tenured operations leadership at Raymond; Board cites engineering expertise and global operations experience.
• Education: B.S. in Mechanical Engineering (RIT, 1986); M.S. in Manufactured Systems Engineering (BU, 1995); MBA in International Operations Management (BU, 1995).
• Strategic fit: Board expects Field’s leadership to support global product and customer diversification.

Equity Ownership

Footnotes in the ownership table identify options for certain insiders; no options are footnoted for Field.

Insider Trades & Section 16 Compliance

Governance Assessment

• Strengths

  • Independent director with two chair roles (Compensation; Nominating & Corporate Governance), indicating trust in governance leadership.
  • 100% attendance in 2024 and active committee participation (including Audit).
  • Relevant operating and engineering expertise aligned with POLA’s product/operations focus; Board explicitly cites expected contributions to diversification strategy.
  • No compensation committee interlocks; committee empowered to retain independent advisors.

• Cautionary signals

  • RED FLAG: Section 16(a) delinquency for Field in 2024 may indicate administrative/control gaps; should be remediated to maintain investor confidence.
  • Alignment: Beneficial ownership is modest (<1%); while typical for small-cap non-employee directors, low ownership can dampen perceived alignment; monitor future equity awards and election of stock vs. cash retainer.
  • Compensation Committee size changed from “three independent directors” (prior disclosure) to two members in the current proxy, potentially concentrating workload/influence; ensure appropriate bandwidth and succession planning.

• Related-party exposure

  • No related-person transactions involving Field are disclosed; the proxy outlines robust Audit Committee pre-approval and oversight policies for related-party transactions.

• Director pay structure

  • Simple structure (cash retainer + service-based equity), capped at $100,000 per year under the 2026 plan; no special chair fees disclosed.

Overall: Field adds operational depth and governance leadership; remediation of the 2024 Section 16 lapse and continued equity alignment would strengthen governance optics.