Yossi Cohn
About Yossi Cohn
Independent director of Pioneer Power Solutions, Inc. (PPSI) since December 2, 2009; age 47 as of the 2025 proxy record; background spans capital markets and investment management with founder/partner roles in real estate investment firms (EastSky Properties and L3C Capital Partners) and prior roles in investor relations and hedge fund research. The board has determined he is independent under Nasdaq rules and financially literate, serving on the Audit and Compensation Committees, which supports board effectiveness in oversight of financial reporting and pay practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDT Corporation (NYSE) | Director of Investor Relations | Sep 2005 – May 2007 | Capital markets/investor relations experience |
| SAGEN Asset Management | Director of Research | Jan 2005 – May 2005 | Hedge funds of funds research |
| Millburn Ridgefield Corporation | Analyst, funds-of-funds investment group | 2001 – Jan 2005 | Investment analysis foundation |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| EastSky Properties, LLC | Founder/Partner | Since Jun 2019 | Private | Multi-family residential investor |
| L3C Capital Partners, LLC | Founder/Partner | Since Jun 2009 | Private | Multi-family residential investor |
- No current public company directorships disclosed .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Cohn is independent under Nasdaq 5605(a)(2) |
| Committees | Audit Committee member; Compensation Committee member |
| Committee Chairs | Not a chair; Audit Committee chaired by Ian Ross |
| Financial Literacy | Audit Committee members (including Cohn) deemed financially literate |
| 2024 Meetings | Board: 7 meetings; Audit: 5; Compensation: 2; Nominating: 2 |
| Attendance | All directors attended the 2024 Annual Meeting; committee attendance was strong overall (one director missed 1 of 7 committee meetings) |
| Board Leadership | Combined Chair/CEO (Nathan Mazurek); no Lead Independent Director |
| Clawback Policy | Adopted Nov 9, 2023 (Exhibit 97.1 to 2024 Annual Report) |
| Related Party Oversight | Related-party consulting arrangements disclosed for other directors (Klink via TDK; Whyte via Blue Mountain), not for Cohn |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Board meeting fee ($ per meeting) | $3,000 |
| Audit committee meeting fee ($ per meeting) | $2,000 |
| Compensation/Nominating committee meeting fee ($ per meeting) | $2,000 |
| Cash fees earned (Cohn) | $34,000 |
- 2024 fee composition for Cohn includes board, audit, and compensation committee meeting fees .
Performance Compensation
| Metric | 2024 |
|---|---|
| Option awards (grant-date fair value) | $50,660 |
| Director option vesting schedule | Director options vest on the first anniversary of grant date |
| Performance metrics tied to director compensation | None disclosed |
- As of 12/31/2024, Cohn had outstanding options to purchase 23,000 shares; exercise prices on outstanding options were reduced to reflect the special cash dividend declared for shareholders of record on Dec 17, 2024 (general option adjustment) .
Other Directorships & Interlocks
| Entity | Relationship to PPSI | Potential Interlock/Conflict |
|---|---|---|
| EastSky Properties, LLC | External private role | No PPSI-related transactions disclosed |
| L3C Capital Partners, LLC | External private role | No PPSI-related transactions disclosed |
- No shared directorships or disclosed business dealings creating conflicts for Cohn; related-party transactions disclosed involve other directors (Klink/TDK; Whyte/Blue Mountain) .
Expertise & Qualifications
- Capital markets, financial and strategic/investment management expertise; board cites these as qualifications for effectiveness .
- Financial literacy for audit oversight; member of Audit Committee overseeing financial reporting integrity .
Equity Ownership
| Metric | As of Record Date (Sep 19, 2025) |
|---|---|
| Total beneficial ownership (shares) | 46,500 |
| Ownership % of shares outstanding | <1% of 11,095,266 shares |
| Common shares owned | 23,500 |
| Options exercisable within 60 days | 23,000 |
| Shares pledged as collateral | Not disclosed |
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Compensation Committees; financial literacy; long tenure since 2009 supports continuity and institutional knowledge .
- Alignment: Meaningful, though small, equity exposure via 23,500 common shares plus 23,000 exercisable options; consistent meeting-based cash fees rather than large retainers .
- Signals/Concerns:
- Company disclosed material weaknesses in internal control over financial reporting in 2022 and 2023 (revenue recognition, inventory/cost of sales, staffing), and changed auditors in late 2024; as an Audit Committee member, oversight expectations are heightened; continued remediation is important for investor confidence .
- Board lacks a Lead Independent Director and combines CEO/Chair roles, which may constrain independent board leadership and investor perception of governance rigor .
- Related-party consulting arrangements exist with other directors (Klink and Whyte), a board-level red flag for potential conflicts; no such arrangements disclosed for Cohn .
- Director compensation appears time-based (per-meeting cash + option grants) with no disclosed performance metrics tied to director equity, limiting explicit pay-for-performance linkage at the board level .