Ian Ross
About Ian Ross
Ian Ross (81) is an independent director of Pioneer Power Solutions, Inc., serving on the board since March 24, 2011. He chairs the Audit Committee and is designated the board’s “financial expert” under Regulation S‑K. He holds an MA in Mechanical Sciences (electrical and mechanical engineering) from Cambridge University and qualified as an ACMA accountant; his career spans senior operating and technology roles across electrical power equipment in the UK and Canada, and entrepreneurship in power quality and consulting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Electric, Ltd. (UK) | Managing Director | ~5 years before relocating to Canada in 1986 | Led UK engineering operations prior to move to Federal Pioneer in Canada |
| Federal Pioneer Ltd. (now part of Schneider Canada) | VP, Distribution Products Business | Pre‑1999 (Canada) | Oversaw distribution products; part of Schneider Canada portfolio |
| Schneider Canada | VP, Technology | Pre‑1999 (Canada) | Energy management specialist role; deepened power systems expertise |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Omniverter Inc. | Private | Co‑founder & President | Since 2000 (power quality solutions for industrials/utilities in U.S. & Canada) |
| KIR Resources Inc. | Private | President | Since 1999 (management consulting) |
| KIR Technologies Inc. | Private | President | Since 1999 (import/export in electrical equipment) |
Board Governance
- Independence: The board determined Ian Ross is independent under Nasdaq Rule 5605(a)(2).
- Committees: Audit Committee Chair; board deems him financially literate and a financial expert (Item 407(d)(5)(ii)). Other committees: not currently on Compensation (Tesler, Cohn) or Nominating (Tesler, Tulkoff).
- Meeting cadence/attendance context: Board held 7 meetings in FY2024; Audit Committee met 5 times. All directors attended the 2024 Annual Meeting; directors encouraged (but not required) to attend. Individual attendance rates are not disclosed by director.
- Board leadership: CEO and Chair roles are combined (Mazurek); no Lead Independent Director. Independent directors are said to have strong voice without a formal lead.
- Clawback: Company adopted a Clawback Policy on November 9, 2023 (attached as Exhibit 97.1 to the 2024 10‑K).
Fixed Compensation
| Component | Detail | Amount (2024) |
|---|---|---|
| Cash fees | Board and Audit Committee meeting fees (see rates below) | $34,000 |
| Meeting fee policy (context) | Board: $3,000 per meeting; Audit: $2,000 per meeting; Nominating: $2,000; Compensation: $2,000 | Policy rates (companywide) disclosed for 2024 |
Note: Compensation committee membership excludes Mr. Ross; he is Audit Chair.
Performance Compensation
| Equity Award | Grant Valuation (2024) | Vesting Terms | Notes |
|---|---|---|---|
| Non‑qualified stock options (director grant) | $50,660 (grant date fair value) | Director options vest on the first anniversary of the grant date | Fair value per director comp table; vesting per option footnote |
- No performance metric disclosures (e.g., revenue/EBITDA/TSR hurdles) apply to director equity; director options vest with time, not performance conditions.
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Proxy does not list any other current public company directorships for Mr. Ross |
Expertise & Qualifications
- Financial and accounting expertise: Audit Committee Chair; financial expert (Reg S‑K 407(d)(5)(ii)); ACMA-qualified accountant.
- Technical/industry expertise: Electrical/mechanical engineering (Cambridge MA); decades in electrical transmission/distribution equipment across UK/Canada; founder/operator in power quality solutions.
- Governance relevance: Long board tenure and audit leadership are material to financial oversight and remediation of control issues.
Equity Ownership
| Beneficial Ownership (Record Date: Sep 19, 2025) | Shares | Options (exercisable within 60 days) | Total | % Outstanding |
|---|---|---|---|---|
| Ian Ross | 22,500 | 23,000 | 45,500 | <1% |
| Shares Outstanding (for context) | 11,095,266 | — | — | — |
| 11,095,266 shares outstanding on record date |
- Pledging/hedging: No pledging or hedging by Mr. Ross disclosed.
- Outstanding director options (as of 12/31/2024): Mr. Ross had options for 23,000 shares outstanding.
Governance Assessment
-
Positives
- Independent director serving as Audit Committee Chair and designated financial expert—strong audit oversight credentials.
- Deep sector and financial skillset (engineering + ACMA), plus operating experience in power equipment and quality—relevant to PPSI’s core businesses.
- Balanced director pay mix with equity options ($50,660 grant-date value) alongside cash fees ($34,000), aligning some compensation with shareholder outcomes.
-
Watch items
- Board leadership: CEO/Chair combined and no Lead Independent Director—heightens importance of effective independent committee leadership, including Mr. Ross’s role on Audit.
- Control environment and auditor changes: Company disclosed material weaknesses (revenue recognition, inventory/costing, staffing) in 2022–2023 and changed auditors in November 2024; remediation oversight rests heavily with the Audit Committee chaired by Mr. Ross.
- Related‑party transactions exist with other directors (Klink, Whyte) and a division president—not involving Mr. Ross, but they elevate conflict‑monitoring needs at the board level.
-
Conflicts/related‑party exposure (Mr. Ross): No related‑party transactions involving Mr. Ross are disclosed in the “Certain Related Transactions and Relationships” section.
Data Appendix and References
- Director independence and committee structures; meeting counts; leadership structure; related‑party transactions:
- Audit Committee report and financial expert designation:
- Beneficial ownership and shares outstanding:
- Director compensation and director option vesting terms:
- Biography, age, tenure, education, and external roles:
- Clawback policy adoption: