Thomas Klink
About Thomas Klink
Thomas Klink (age 63) has served on PPSI’s board since April 30, 2010 and previously served as Chief Financial Officer, Secretary and Treasurer from January 7, 2016 to April 15, 2020. He has over 25 years of electrical equipment industry experience and holds a BBA in Accounting from the University of Wisconsin–Milwaukee (1984). As of 2024 he also provides consulting services to PPSI through TDK Holdings, Ltd., making him a non‑independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Power Solutions (PPSI) | Director | Apr 2010–present | Board member; not assigned to standing committees |
| Pioneer Power Solutions (PPSI) | CFO, Secretary & Treasurer | Jan 2016–Apr 2020 | Former finance leadership; operational familiarity |
| Jefferson Electric, Inc. | CEO, CFO, VP, Treasurer, Secretary, Chairman | 1996–present (various roles) | Industry operator; integration/accounting programs |
| MagneTek, Inc. (Nasdaq-listed at the time) | Division Controller | 1994–1996 | Reported to corporate controller |
| U.S. Music Corporation | Controller | 1990–1994 | Financial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TDK Holdings, Ltd. (private) | President; Consulting provider to PPSI | Jan 1, 2024–present | $250/hr consulting agreement with PPSI; $721,313 paid in 2024; plus $25,098 board meeting fees paid to TDK |
No current public company directorships disclosed for Klink.
Board Governance
- Independence status: The board identified Cohn, Ross, Tesler, and Tulkoff as independent; Klink is not listed and is a paid consultant to PPSI → not independent under Nasdaq rules.
- Committee assignments: Audit (Cohn, Ross [Chair, financial expert], Tulkoff); Compensation (Tesler, Cohn); Nominating & Governance (Tesler, Tulkoff). Klink is not on any standing committee.
- Board leadership: CEO/Chair roles combined (Mazurek); no Lead Independent Director.
- Meetings/attendance (board-level disclosure): Board held 7 meetings in FY2024; attendance varied by director grouping; all directors attended 2024 annual meeting (two in-person, rest virtual). Committee meetings: nine during 2024; most committee members fully attended. (Company does not disclose per-director attendance.)
- Risk oversight: Audit reviews major financial risks quarterly; Compensation reviews compensation risk; Board receives cybersecurity updates.
- Auditor change and controls: Auditor changed from Marcum LLP to BDO USA, P.C. in Nov 2024. Reportable events included material weaknesses in 2022–2023 related to revenue recognition, inventory/cost of sales, and accounting personnel.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director cash fees (Klink personally) | $24,000 | Comprised of board meeting fees |
| Meeting fee policy (FY2024) | $3,000 per board meeting; $2,000 per audit/comp/nom-gov meeting | Applies to directors (and CFO for committee meetings) |
| Consulting fees (to TDK Holdings, Ltd.) | $721,313 | $250/hour consulting agreement effective Jan 1, 2024 |
| Additional board meeting fees paid to TDK | $25,098 | Board meeting fees paid to TDK in 2024 |
Performance Compensation
| Equity/Options | Grant/Status | Terms (if disclosed) | 2024 Value |
|---|---|---|---|
| Option award (director equity) | 2024 grant | Director options vest on first anniversary of grant date (general policy) | $50,660 (grant-date fair value) |
| Outstanding director options | As of 12/31/2024 | 112,000 options outstanding (director) | n/a |
- Company-wide clawback policy adopted Nov 9, 2023 (see 2024 Form 10-K Exhibit 97.1).
Other Directorships & Interlocks
| Person/Entity | Nature | Governance Relevance |
|---|---|---|
| TDK Holdings, Ltd. (Klink as President) | Related-party consulting provider to PPSI since Jan 1, 2024 | Significant non-employee compensation from issuer; independence/conflict concerns |
No public company interlocks or roles at customers/suppliers disclosed beyond TDK.
Expertise & Qualifications
- Financial and operational leadership across manufacturing/electrical equipment; former PPSI CFO; deep accounting/integration experience.
- Education: BBA in Accounting, University of Wisconsin–Milwaukee (1984).
Equity Ownership
| Holder | Shares Owned | Options (exercisable ≤60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Thomas Klink | 137,500 | 112,000 | 249,500 | 2.2% |
| Basis (Record Date shares outstanding) | 11,095,266 | |||
| Notes: Footnote (3) clarifies Klink’s beneficial ownership includes 137,500 common shares and 112,000 options exercisable within 60 days of the 9/19/2025 record date. |
Governance Assessment
- Independence and conflicts: Klink is a long-tenured director but is not independent and is a paid consultant under a company contract, with TDK receiving $721,313 in 2024 plus $25,098 in board meeting fees. This creates economic dependence and perceived influence risk over management/board processes. RED FLAG.
- Committee effectiveness: Klink holds no committee roles; key committees are comprised solely of independent directors, which mitigates risk of direct influence on audit/comp/nomination decisions; however, absence of a Lead Independent Director and combined CEO/Chair may concentrate power.
- Pay-for-performance alignment (director): Klink’s director equity (options) is modest ($50,660 grant-date value) relative to large consulting fees, which dominate his issuer-related compensation and dilute alignment via director equity. RED FLAG on compensation mix.
- Attendance/engagement: Company reports robust overall attendance but does not disclose per-director rates; inability to confirm Klink’s individual attendance is a minor transparency gap.
- Controls/audit signal: Recent auditor change and previously reported material weaknesses elevate governance oversight sensitivity; continued progress under the audit committee and new auditor will be important.
Overall implication for investors: Klink brings deep company and industry knowledge, but his non-independence and substantial related-party consulting payments present ongoing conflict-of-interest and alignment concerns that can weigh on investor confidence. Independent committee structure helps, yet the board should consider curtailing related-party economics, enhancing independent leadership (e.g., appointing a Lead Independent Director), and maintaining strong internal control remediation to mitigate governance risk.