Nathan Mazurek
About Nathan Mazurek
Nathan J. Mazurek (age 63) has served as President, Chief Executive Officer, and Chairman of the Board at Pioneer Power Solutions (PPSI) since December 2, 2009. He holds a BA from Yeshiva College (1983) and a JD from Georgetown University Law Center (1986), and brings 25+ years of electrical equipment industry experience. Pay-versus-performance data show 2024 “compensation actually paid” to the PEO of $2.722M alongside net income of $31.855M; the cumulative TSR value of a $100 investment measured by the company was $72.96 in 2024, $90.53 in 2023, and $35.73 in 2022 . He also received a one-time $2.0M discretionary bonus in 2024 for leading the divestiture of the Electrical Infrastructure Equipment segment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pioneer Power Solutions, Inc. | President, CEO, Chairman | 2009–present | Day-to-day operations and strategy leadership; deep industry expertise cited as critical to board discussions . |
| Pioneer Transformers Ltd. | CEO, President, VP Sales & Marketing, Chairman | Since 1995 | Long-tenured operating leadership in transformer manufacturing . |
| American Circuit Breaker Corp. | President | Since 1988 | Leadership in circuit breaker manufacturing/distribution . |
| Aerovox, Inc. | President | 2002–2007 | Led AC film capacitor manufacturing organization . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Empire Resources, Inc. (public) | Director | 1999–2017 | Distributor of semi-finished aluminum and steel products . |
Fixed Compensation
- PPSI established a compensation committee in 2022 and adopted a clawback policy on Nov 9, 2023 (exhibit to 2024 10-K) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (PEO) | — | $562,500 | $650,500 |
| All Other Compensation (PEO) | — | $15,000 (board meeting fees) | $21,000 (board meeting fees) |
| Summary Compensation Table Total (PEO) | $557,585 | $1,196,014 | $2,722,160 |
Contracted base salary schedule under the fifth amendment (Dec 26, 2023): $650,500 (2024), $675,500 (2025), $700,500 (2026) .
Performance Compensation
- The company has not disclosed formulaic annual incentive metrics for the CEO; 2024 included a discretionary bonus tied to an asset sale; 2023 included an RSU award with immediate vesting .
| Incentive type | Metric/Trigger | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Discretionary recognition for sale of Electrical Infrastructure Equipment segment | — | — | $2,000,000 | Cash, paid per payroll cycle |
| RSU Award (PEO, 100,000 sh) | Equity grant; no explicit performance metric | — | — | Grant date FV $575,000 (2023 SCT) | Vests at grant; convert to shares no later than Mar 15, 2024 |
| Stock Options (PEO) | Service-based | — | — | 2024 grant FV $50,660; 2023 $43,514 | Most vest on grant or first anniversary per footnotes |
Plan-based structure and capacity: the 2021 LTIP authorizes multiple award types; 279,354 shares remained available as of Dec 31, 2024 .
Equity Ownership & Alignment
- Beneficial ownership as of record date: 2,198,663 shares (19.4% of 11,095,266 outstanding), including 1,966,496 common shares and 232,167 options exercisable within 60 days .
- Outstanding and exercisable option awards at FY2024 year-end (no unvested options held by NEOs at 12/31/2024) .
| Option grant date | Exercisable (#) | Exercise price ($) | Expiration | Notes |
|---|---|---|---|---|
| 3/30/2015 | 1,000 | 7.48 | 3/20/2025 | Director grant; vests 1-year |
| 3/10/2016 | 1,000 | 2.18 | 3/10/2026 | Director grant; vests 1-year |
| 3/30/2017 | 130,000 | 5.80 | 3/30/2027 | Executive grant; vests first anniversary |
| 3/30/2017 | 1,000 | 5.80 | 3/30/2027 | Director grant |
| 4/3/2018 | 1,000 | 4.10 | 4/3/2028 | Director grant |
| 3/31/2020 | 10,000 | 0.18 | 3/31/2030 | Director grant |
| 5/13/2021 | 10,000 | 1.81 | 5/13/2031 | Director grant |
| 5/13/2021 | 51,667 | 1.81 | 5/13/2031 | Executive grant |
| 5/13/2022 | 1,500 | 1.67 | 5/13/2032 | Director grant |
| 5/13/2022 | 5,000 | 1.67 | 5/13/2032 | Executive grant |
| 5/16/2023 | 10,000 | 3.75 | 5/16/2033 | Director grant |
| 12/5/2024 | 10,000 | 4.42 | 12/5/2034 | Executive grant; vests at grant |
Additional ownership details:
- RSU tax settlement: in 2023, he surrendered and canceled 44,363 shares to reimburse the company for RSU-related tax withholding; the company was fully reimbursed .
- Exercise prices on certain awards were reduced following a special cash dividend for shareholders of record as of Dec 17, 2024 (mechanical adjustment) .
- Equity plan overhang: 561,476 securities to be issued upon exercise of outstanding awards; weighted average exercise price $4.22; 279,354 shares available for future grants (as of Dec 31, 2024) .
Employment Terms
| Term | Detail |
|---|---|
| Current agreement term | Extended to Dec 31, 2026 via 5th amendment dated Dec 26, 2023 . |
| Base salary schedule | $650,500 (2024); $675,500 (2025); $700,500 (2026) . |
| Bonus eligibility | Discretionary; historic framework allowed up to 50% of base under earlier agreements . |
| Non-compete | Earlier agreements: four-year post-termination non-compete (reduced to two years in certain cases) under 2009 agreement; later 2012 agreement provides one-year non-compete . |
| Severance (without cause) | Cash severance equal to base salary payable for the remainder of the contract term (subject to release of claims) . |
| Cause definition | Willful/material misrepresentation, willful misconduct, fiduciary breach, felony plea/conviction (non-traffic), or material uncured breach (20-day cure) . |
| Change-in-control | No separate change-of-control/severance plan beyond employment agreement provisions; unexercised options expire after termination subject to specified windows . |
| Clawback policy | Adopted Nov 9, 2023; attached as Exhibit 97.1 to 2024 Annual Report . |
Board Governance and Roles
- Service history: Chairman and CEO since Dec 2, 2009; also briefly served as CFO, Secretary, and Treasurer through Aug 12, 2010 .
- Board leadership structure: Board has expressly chosen to combine CEO and Chairman roles and has not appointed a Lead Independent Director; rationales and flexibility policies are disclosed (2022–2024 proxies) .
- Committee structure and independence: Committees are composed of independent directors. Audit Committee (Cohn, Ross—Chair/Financial Expert, Tulkoff)—5 meetings in 2024; Compensation Committee (Tesler, Cohn)—2 meetings in 2024; Nominating & Governance (Tesler, Tulkoff)—2 meetings in 2024 .
- Director/meeting fees framework: $3,000 per board meeting; $2,000 per audit, compensation, or nom/gov committee meeting (2024) .
Director Compensation (Context)
- Non-employee directors received cash meeting fees and option awards (aggregate grant-date FV $50,660 in 2024 per director); totals ranged from $71,660 to $89,660 depending on committee participation .
Performance & Track Record Indicators
| Year | PEO “Compensation Actually Paid” | Value of $100 Investment (TSR) | Net Income (Loss) |
|---|---|---|---|
| 2022 | $329,972 | $35.73 | $(5,419,000) |
| 2023 | $1,230,325 | $90.53 | $(1,898,000) |
| 2024 | $2,722,160 | $72.96 | $31,855,000 |
Selected events and signals:
- 2024 asset sale execution: Board awarded $2.0M discretionary cash bonus to Mazurek for his role in divesting the Electrical Infrastructure Equipment segment—material cash event and pay decision .
- Option exercise price adjustments reflect a special cash dividend declared to shareholders of record Dec 17, 2024 (mechanical equity award adjustment) .
Risk Indicators & Red Flags (Observations from filings)
- Dual role without a Lead Independent Director (governance concentration risk) .
- Discretionary, non-formulaic bonus of $2.0M in 2024 tied to transaction execution (pay governance scrutiny risk) .
- Severance equal to salary for entire remaining term upon termination without cause may create sizable cash obligation depending on timing (shareholder cost risk) .
- Positive mitigant: Formal clawback policy effective Nov 9, 2023 .
- Ownership alignment: High beneficial ownership at ~19.4% signals strong economic alignment with shareholders .
Compensation Structure Analysis
- Mix shift: 2024 total compensation was driven predominantly by a one-time cash bonus; 2023 included a $575,000 immediate-vest RSU and modest options—indicating reliance on discretionary/one-off elements rather than sustained performance-conditioned equity .
- Equity approach: Options and RSUs largely service-based; proxy does not disclose explicit operating or TSR-based performance metrics for CEO awards in 2023–2024 .
- Guaranteed vs at-risk: Base salary stepped up under the December 2023 amendment; at-risk elements are present but discretion-driven rather than formulaic .
Equity Ownership & Alignment (Detail)
| Holder | Beneficial Shares | % Outstanding | Composition (notes) |
|---|---|---|---|
| Nathan J. Mazurek | 2,198,663 | 19.4% | 1,966,496 common + 232,167 options exercisable within 60 days (as of record date; 11,095,266 shares outstanding) . |
Note: No unvested stock options were held by NEOs at 12/31/2024; the 100,000-Share RSU for Mazurek vested at grant with conversion to shares by Mar 15, 2024; 44,363 shares were surrendered to settle tax withholding .
Employment Terms (Detail)
| Provision | Economics / Terms |
|---|---|
| Term and base salary | Extended to Dec 31, 2026; $650,500 (2024), $675,500 (2025), $700,500 (2026) . |
| Severance | If terminated without cause: salary payable for remainder of term; subject to release . |
| Cause | Includes fraud, willful misconduct, fiduciary breach, felony, material uncured breach (20-day cure) . |
| Non-compete | 2009 agreement: up to 4 years post-termination (2 years in certain cases); 2012 agreement: 1 year . |
| Change-in-control | No separate CoC agreements beyond employment agreement; unexercised options expire post-termination per plan . |
| Clawback | Policy adopted Nov 9, 2023 . |
Investment Implications
- Alignment vs control: ~19% equity stake strongly aligns incentives, but combined CEO/Chair and absence of a Lead Independent Director concentrates power and can depress governance quality multiples .
- Pay-for-performance quality: The $2.0M discretionary bonus for an asset sale is a clear trading signal (event-driven payout) but may raise sustainability and governance questions if discretion persists without transparent metrics; monitor future committee disclosures for a shift to formulaic KPIs (revenue/EBITDA/TSR) .
- Retention and severance economics: Contract extension through 2026 and severance equal to salary for the remaining term reduce near-term turnover risk but increase potential termination cost—relevant in strategic or activist scenarios .
- Overhang and liquidity: Options are predominantly in-the-money at low historical strikes; while Mazurek surrendered shares for tax on RSUs (not open-market selling), continued monitoring of Form 4 filings is warranted to assess potential selling pressure from option exercises or subsequent dispositions .
- Governance mitigants: Independent committees, clawback policy, and committee meeting cadence are positives; however, lack of a lead independent director remains a flag for some governance-focused investors .