Jonathan Tulkoff
About Jonathan Tulkoff
Independent director since December 2, 2009; age 64. Background spans commodities trading and real assets: began as a currency trader at Marc Rich & Co; later VP in acquisitions and development at Forest City Enterprises; founded Commodity Asset Management (industrial materials investment fund) in 2016 focused on ferrous metals; Series 3 licensed. Board highlights cite his expertise in commodity markets (a major input into PPSI’s cost structure) and strategic/international leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marc Rich & Co | Currency trader | Not disclosed | Markets experience relevant to cost drivers |
| Forest City Enterprises (public real estate developer) | VP, Acquisition & Development | Not disclosed | Transactional and development experience |
| Commodity Asset Management | Founder; industrial materials investment fund | Founded 2016; ongoing | Ferrous metals trading, marketing, financing; Series 3 licensed |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Commodity Asset Management | Founder | No (not disclosed as public) | Industrial materials investment fund |
| Other public company boards | — | — | None disclosed in PPSI proxy |
Board Governance
- Independence: Board determined Tulkoff meets Nasdaq Rule 5605(a)(2) independence; no material relationship beyond director/stockholder .
- Committees and roles:
- Audit Committee: Member; committee chaired by Ian Ross; all members financially literate; Ross designated “financial expert” under Reg S-K 407(d)(5)(ii) .
- Nominating & Corporate Governance Committee: Member (with David Tesler) .
- Compensation Committee: Not a member (committee comprised of David Tesler and Yossi Cohn) .
- Meeting cadence and attendance disclosures:
- FY2024: Board held 7 meetings; audit 5; compensation 2; nominating 2. All directors attended committee meetings in their membership except one director who attended 6 of 7; all directors attended the 2024 Annual Meeting (2 in person, others virtual) .
- FY2023: Board held 5 meetings; 6 of 7 directors attended all; each director attended all committee meetings; all directors attended the 2023 Annual Meeting .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board/committee cash fees ($) | $27,000 | $39,000 |
| Meeting fee policy (cash per meeting) | Board: $3,000; Audit: $2,000; Nominating: $2,000; Compensation: $2,000 | Board: $3,000; Audit: $2,000; Nominating: $2,000; Compensation: $2,000 |
Performance Compensation
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| Option awards (grant-date fair value, $) | $43,514 (non-employee director grant) | $50,660 (non-employee director grant) |
| Vesting schedule (director options) | First anniversary of grant date (per footnote for director options) | First anniversary of grant date (per footnote for director options) |
| Strike price / expiration | Not disclosed for director grants | Not disclosed for director grants |
Notes:
- Option award values reflect FASB ASC 718 grant-date fair value and do not represent realized value .
- Director equity awards are options; PPSI does not disclose performance metrics (e.g., TSR, revenue) tied to director compensation .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | None identified in PPSI proxy |
Expertise & Qualifications
- Commodities and ferrous metals expertise; Series 3 licensed; brings strategic, international, and executive leadership experience applicable to PPSI’s metal-intensive cost structure .
- Governance skills via service on Audit and Nominating committees; audit committee members deemed financially literate .
Equity Ownership
| Metric | Oct 15, 2024 | Sep 19, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 47,500 | 56,500 |
| Common shares owned | 11,000 | 44,500 |
| Options exercisable within 60 days | 36,500 | 12,000 |
| Ownership % of shares outstanding | <1% | <1% |
| Shares pledged as collateral | Not disclosed | Not disclosed |
PPSI lists beneficial ownership including options exercisable within 60 days; no disclosure of pledging/hedging for directors in proxy .
Governance Assessment
- Strengths:
- Independence and dual-committee membership (Audit; Nominating) support board oversight and refreshment; audit committee has a designated financial expert and met 5x in FY2024 .
- Attendance signals: all directors attended the 2024 Annual Meeting; committee attendance generally high per company disclosures .
- Clawback policy adopted Nov 9, 2023, enhancing accountability .
- Watch items:
- No Lead Independent Director; combined Chair/CEO structure persists—board states rationale, but investors often prefer a lead independent for balance .
- Related-party engagements exist for other directors (consulting arrangements with Kytchener Whyte and Thomas Klink), warranting oversight by independent directors; no related transactions disclosed for Tulkoff specifically .
- Auditor transition and disclosed material weaknesses in internal control (revenue recognition of over-time contracts; inventory/cost of sales; staffing) during 2023–2024 period; Audit Committee oversight critical; Tulkoff, as audit member, is implicated in remediation effectiveness .
- Indicators of alignment:
- Director compensation modest, primarily per-meeting cash plus standard annual option grant; ownership is small relative to float but increased from 2024 to 2025 .
Compensation Committee Analysis
- Composition: David Tesler (member), Yossi Cohn (member); independent under Nasdaq rules .
- Use of consultants: Committee has authority but did not retain compensation consultants; oversight includes executive/director pay programs and annual management performance evaluation .
- Policies: Clawback policy adopted Nov 9, 2023; 2021 LTIP in place; board may withhold shares to satisfy tax obligations under LTIP amendments .
Director Compensation Structure (Year-over-Year Mix)
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $27,000 | $43,514 | $70,514 |
| 2024 | $39,000 | $50,660 | $89,660 |
Mix shows increases in both cash and equity YOY; per-meeting cash structure and annual option grant maintained .
Say-on-Pay & Shareholder Feedback
- Frequency: Shareholders selected triennial (“every three years”) at 2023 Annual Meeting; next say-on-pay and frequency votes at 2026 Annual Meeting .
Related-Party Transactions (Conflict Screening)
- Disclosed consulting arrangements for other directors (Whyte via Blue Mountain Industries; Klink via TDK Holdings) with payments in FY2024; Audit Committee pre-approval required by charter. No related-party transactions involving Tulkoff disclosed in the proxy .
Equity Plan and Awards Context
- 2021 LTIP authorizes multiple award types; 279,354 shares available for future grants as of Dec 31, 2024; equity plan administration by Compensation Committee .
- Director option grants reflect standard non-employee director awards; director option vesting on first anniversary of grant date per award footnotes .
Attendance & Engagement Details
| Item | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 5 | 7 |
| Audit Committee meetings | 4 | 5 |
| Compensation Committee meetings | 2 | 2 |
| Nominating Committee meetings | 2 | 2 |
| Annual Meeting attendance | All directors attended (mostly virtual) | All directors attended (2 in person, rest virtual) |
Individual attendance by director is not itemized; committee-level frequency disclosed .
RED FLAGS
- Combined Chair/CEO with no Lead Independent Director .
- Material weaknesses disclosed with auditor change (Marcum → BDO USA, P.C.); increases reliance on Audit Committee effectiveness .
- Related-party payments to other directors (monitor independence safeguards); no RPTs for Tulkoff .
Summary: Implications for Investor Confidence
- Tulkoff’s independence, audit/nominating roles, and commodities expertise are positives for board effectiveness, particularly cost oversight. However, lack of lead independent director and recent internal control weaknesses underscore the need for robust audit committee performance; his engagement on audit remediation and governance refreshment is a key signal to monitor. Director pay appears standard with modest cash and option grants; no performance-linked metrics are used for directors, and no personal related-party ties are disclosed for Tulkoff .