David Tesler
About David Tesler
David Tesler (age 51) is an independent director of Pioneer Power Solutions, Inc. (PPSI), serving on the board since December 2, 2009. He is President of LeaseProbe, LLC (founded 2004) and leads Real Diligence, LLC (acquired by LeaseProbe in 2008), bringing legal and commercial due‑diligence expertise from prior roles at Skadden Arps Slate Meagher & Flom LLP and Jenkens & Gilchrist, Parker Chapin LLP. He holds a BA from Yeshiva College, an MA in medieval history from Bernard Revel Graduate School, and a JD from Benjamin N. Cardozo School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden Arps Slate Meagher & Flom LLP | Attorney | Pre-2004 (prior to founding LeaseProbe) | Legal training; transactional rigor |
| Jenkens & Gilchrist, Parker Chapin LLP | Attorney | Pre-2004 | Legal training; commercial diligence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LeaseProbe, LLC | President (Founder) | 2004–present | Provider of lease abstracting services |
| Real Diligence, LLC | President (via LeaseProbe acquisition) | 2008–present | Integrated legal and commercial due diligence for CRE |
Board Governance
- Independence status: The board determined Mr. Tesler is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments (2024): Compensation Committee (member) and Nominating & Corporate Governance Committee (member). Audit Committee consists of Cohn, Ross (Chair), and Tulkoff; Tesler is not on Audit .
- Committee meeting cadence (FY2024): Audit 5; Compensation 2; Nominating & Governance 2 .
- Board attendance (FY2024): Board held 7 meetings; attendance varied (three directors attended all seven; three attended six; one attended five). Each director attended all committee meetings for which he was a member except one director who attended six of seven committee meetings. All directors attended the 2024 Annual Meeting (two in person, others virtually) .
- Board leadership: CEO/Chair roles combined (Nathan J. Mazurek); no Lead Independent Director .
- Risk oversight: Committee-based oversight; Audit reviews major financial risks and filings; Compensation reviews compensation risk; Board receives cybersecurity and other risk updates .
- Compensation Committee advisors: The Compensation Committee has authority to retain advisors but did not retain compensation consultants for FY2024 .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board and committee cash fees | $37,000 | Comprised of board, Compensation, and Nominating & Governance meeting fees . |
| Per-meeting fee policy | Board: $3,000; Audit: $2,000; Nominating & Governance: $2,000; Compensation: $2,000 | Applies to directors (and CFO for committee meetings) . |
Performance Compensation
| Component (FY2024) | Grant-Date Fair Value | Vesting/Terms | Notes |
|---|---|---|---|
| Stock options (non-employee director grant) | $50,660 | Director options vest on first anniversary of grant date (general director option term) | Value per director in FY2024; amounts per FASB ASC 718 . |
No director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for determining director equity awards; awards are time-based options, not performance shares .
Other Directorships & Interlocks
- The proxy does not disclose any current public-company board directorships for Mr. Tesler beyond PPSI .
- No compensation committee consultant conflicts disclosed (committee did not retain consultants) .
- Related-party transactions in the proxy involve other directors/affiliates (Whyte/Blue Mountain; Klink/TDK; Vini Villa/EXP-KNOW-HOW), not Mr. Tesler .
Expertise & Qualifications
- Legal and diligence expertise: Former attorney at Skadden and Jenkens & Gilchrist; leads Real Diligence in CRE legal/commercial diligence .
- Strategic/executive leadership: Founder/President roles; brings legal, strategic, and executive experience to the board .
- Education: BA (Yeshiva College); MA (Bernard Revel Graduate School); JD (Cardozo School of Law) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Common shares owned | 15,750 | As of record date for the 2025 Annual Meeting . |
| Options exercisable within 60 days | 34,500 | Included in beneficial ownership per SEC rules . |
| Total beneficial ownership | 50,250 | “Less than 1%” of shares outstanding per proxy format (11,095,266 shares outstanding on record date) . |
| Shares pledged as collateral | None disclosed | No pledging disclosure in proxy . |
Governance Assessment
- Independent director with dual committee roles (Compensation; Nominating & Governance) and relevant legal/diligence background—positive for board effectiveness in pay and governance oversight .
- Director compensation emphasizes modest cash fees with additional equity via options ($37,000 cash; $50,660 option grant FV in 2024), aligning interests while maintaining cost discipline for a small-cap issuer .
- Ownership alignment: Beneficial ownership below 1%; however, 34,500 options are exercisable within 60 days, providing some equity exposure. The proxy does not disclose director stock ownership guidelines .
- Attendance/engagement: Board held seven meetings; directors generally maintained strong committee attendance (with one exception not identified). All directors attended the 2024 Annual Meeting—signals baseline engagement .
- Structural considerations: CEO/Chair combined and no Lead Independent Director—common in micro/small caps but a potential governance concern; active independent committees partially mitigate .
- Controls and auditor context: Company disclosed material weaknesses in internal control over financial reporting for 2023 and changed auditors in late 2024 (Marcum to BDO). These are broader board-level risks and oversight responsibilities—not specific to Mr. Tesler—but relevant to investor confidence. The board also adopted a clawback policy (Nov 9, 2023) .
- Related-party risk: Proxy discloses consulting arrangements/payments tied to other directors (Whyte; Klink), but none involving Mr. Tesler—no direct related-party exposure identified for him in the filing .
RED FLAGS (board-level): Combined CEO/Chair with no Lead Independent Director ; material weaknesses in ICFR reported for FY2023 ; auditor switch in late 2024 . No Tesler-specific related-party transactions disclosed .
Positive signals: Independent status; active service on Compensation and Nominating & Governance committees; clear per‑meeting fee structure; equity via options; attendance at the 2024 Annual Meeting; adoption of a clawback policy .