Kytchener Whyte

About Kytchener Whyte

Kytchener Whyte (age 73) has served on Pioneer Power Solutions, Inc.’s (PPSI) board since November 17, 2022. He brings 45+ years in electrical power distribution and controls across manufacturing, sales, marketing, and product design; education includes Prospect College (St. Mary, Jamaica) and Los Angeles Trade Technical College, and he is a U.S. Air Force Vietnam-era veteran and private pilot/builders of experimental aircrafts . He served as President of Pioneer Custom Electrical Products Corp. (PCEP) through October 29, 2024 while concurrently serving as a director, which is relevant to independence considerations .

Past Roles

External Roles

Board Governance

• Committee assignments: No committee memberships or chair roles are disclosed for Whyte; Audit (Ross–Chair, Cohn, Tulkoff), Compensation (Tesler, Cohn), and Nominating (Tesler, Tulkoff) committees exclude Whyte .
• Independence: The board determined that Cohn, Ross, Tesler, and Tulkoff are independent under Nasdaq rules; Whyte is not listed as independent and has a related-party consulting arrangement with PPSI’s subsidiary (see Related Party section) .
• Board attendance (aggregate disclosure): In FY2024 the board met 7 times; three directors attended all seven, three attended six, and one attended five; committee meetings saw full attendance except one director at six of seven. Names were not disclosed by attendance level . In FY2023 the board met 5 times; six directors attended all five and one attended four; all committee members attended all eight committee meetings .
• Board leadership: CEO/Chair roles combined (Mazurek); no Lead Independent Director .

Fixed Compensation

Performance Compensation

PPSI discloses director equity as option awards; no performance-conditioned RSUs/PSUs or explicit performance metrics tied to director pay are disclosed for Whyte .

Other Directorships & Interlocks

• No other public company directorships or disclosed interlocks for Whyte are identified in PPSI’s 2024–2025 proxy materials .

Expertise & Qualifications

• Electrical power distribution and controls; manufacturing, sales, marketing, product design; decades of domain leadership .
• Education: Prospect College (Jamaica), Los Angeles Trade Technical College .
• Other: U.S. Air Force Vietnam-era veteran; pilot and experimental aircraft builder .

Equity Ownership

• Outstanding director options: As of Dec 31, 2024, Whyte had options to purchase 35,000 shares outstanding .
• No pledging/hedging or ownership guidelines compliance disclosures were provided specific to Whyte .

Related Party Transactions (Conflict Review)

• Whyte was also President of PCEP through Oct 29, 2024, overlapping with his board tenure (director since Nov 17, 2022), indicating a continuing business relationship and management role at a subsidiary during part of his directorship .
• PPSI’s audit committee must pre-approve related party transactions; policy is applied though not in writing .

Governance Assessment

Key findings for investors:

• Independence and conflicts: Whyte is not identified as an independent director; he maintains a paid consulting relationship with PPSI’s subsidiary (PCEP) via his entity, Blue Mountain Industries, and served as PCEP President until Oct 29, 2024. These ties reduce director independence and create potential conflicts in oversight of operations and compensation decisions .
• Committee influence: Whyte holds no disclosed committee seats (Audit/Comp/Nominating), limiting formal governance oversight influence but also reducing direct conflict exposure within those committees .
• Pay and alignment: Director compensation is a mix of per-meeting cash and annual option grants; Whyte’s cash fees rose from $12,000 (2023) to $21,000 (2024), and option grant fair value rose from $43,514 to $50,660. Beneficial ownership is entirely via options (<1% stake), offering some equity linkage but modest “skin in the game” relative to outstanding shares .
• Board structure: CEO/Chair roles are combined and no Lead Independent Director is designated, which can concentrate authority and elevate the importance of independent directors’ challenge function—heightening concern when any director carries related-party ties .
• Attendance disclosure: Aggregate attendance suggests generally strong participation, but individual director attendance is not named, limiting investor visibility into director engagement at the individual level .

RED FLAGS

• Related-party consulting and commissions paid to an entity controlled by a seated director; continued management role at a PPSI subsidiary during his board tenure (independence risk) .
• Not designated as independent by the board; independence explicitly ascribed only to other directors (Cohn, Ross, Tesler, Tulkoff) .
• Combined CEO/Chair and no Lead Independent Director, reducing counterbalances in governance structure .

Potential mitigants and monitoring

• Ensure related-party arrangements continue to be reviewed and pre-approved by the Audit Committee; watch for further reductions or termination of consulting/commission terms post-2024 .
• Track future proxy disclosures for any change in committee assignments, independence status, or enhancements to board leadership (e.g., appointment of a Lead Independent Director) .
• Monitor director equity awards and any movement toward ownership guidelines to strengthen alignment; current ownership is option-based and below 1% .

Citations

• Director bio, age, tenure, education, and PCEP presidency dates:
• Committee compositions and activity:
• Independence determinations:
• Board leadership and absence of Lead Independent Director:
• Attendance (aggregate):
• Director compensation (fees and options):
• Beneficial ownership and option holdings:
• Related-party consulting and payments (2022–2024 details):