Hans Edblad
About Hans Edblad
Hans Edblad is 58 and has served on the P2 Solar, Inc. (PTOS) Board since March 2009; he also holds a management role as Vice President of Business Development, which undermines independent status under NYSE American, Schedule 14A, and NI 52‑110 criteria . The Board explicitly states it has no independent directors at present . Education is not disclosed in the proxy; prior work emphasizes business development and consulting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| P2 Solar, Inc. | Consultant | 2006–2009 | Supported business development prior to joining Board |
| P2 Solar, Inc. | Director | March 2009–present | Member of Audit Committee (full Board) |
| P2 Solar, Inc. | Vice President, Business Development | Current | Management role creates independence conflict |
| Chag Investments Ltd. | President | 1997–present | Advises businesses on development and investment strategies |
| APR Consulting Group | Consultant | 2002–present | Technical market consulting |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Chag Investments Ltd. | Private | President | 1997–present | Business development and investment advisory |
| APR Consulting Group | Private | Consultant | 2002–present | Technical market consulting |
| Public company boards | Public | Director | — | None of PTOS’s directors serve on other Exchange Act‑registered or Investment Company Act‑registered boards |
Board Governance
- Board size and composition: Three directors (Raj‑Mohinder Gurm; Hans Edblad; Sham Dhari) .
- Independence: No director qualifies as independent under NYSE American standards, Schedule 14A, and NI 52‑110; Board explicitly determined all are non‑independent .
- Committees: Audit Committee comprises all three directors; no Compensation Committee or Nominating Committee—these functions are handled by the full Board .
- Audit financial expert: Raj‑Mohinder Gurm designated as audit committee financial expert; Hans is not designated .
- Meetings/attendance: No formal Board meetings during FY ended March 31, 2024; actions conducted by unanimous written consents (attendance rates not applicable) .
- Governance framework changes proposed: Modernized bylaws include proxy access (5%/1 year, up to one nominee), reduced special meeting threshold (15%), universal proxy compliance, expanded indemnification, and forum selection; subject to stockholder approval .
Fixed Compensation
| Component | 2023–2024 Status | Notes |
|---|---|---|
| Annual director cash retainer | $0 | “No formal plan”; directors not compensated as of March 31, 2024 |
| Committee membership fees | $0 | No committee fee structure disclosed |
| Committee chair fees | $0 | No committee chair structure; Audit Committee is full Board |
| Meeting fees | $0 | No formal meetings held FY2024 |
| Pension/SERP | None | No pension, retirement, or similar benefits |
Performance Compensation
| Feature | Disclosure | Detail |
|---|---|---|
| Annual equity grants to directors | Plan limit proposed | Director compensation cap: total cash + equity ≤ $750,000 per year; ≤ $1,000,000 in first year on Board (grant date fair value) |
| Award types | Allowed | ISOs, NSOs, SARs, Restricted Shares, Stock Units, Other Stock Awards, Cash Awards |
| Performance metrics | Not specified | Compensation Committee may attach performance criteria; Section 162(m) performance‑based design contemplated; no metric targets disclosed |
| Vesting schedules | Not specified | Determined by Compensation Committee per award agreements |
| Change‑in‑control | Allowed treatments | Continuation/assumption, substitution, acceleration, cash‑out, or other treatment at Committee discretion |
| Clawback | Yes | Subject to company clawback policy per Dodd‑Frank or listing standards; Committee may add recoupment terms in award agreements |
| Repricing/modification | Permitted | Committee may cancel/exchange outstanding awards (including exercise price changes) without stockholder approval, with participant consent |
Other Directorships & Interlocks
| Entity | Public? | Role | Interlock/Conflict Risk |
|---|---|---|---|
| Other Exchange Act‑registered issuers | Yes | Director | None; no PTOS director serves on such boards |
| Chag Investments Ltd. | No | President | Private role; no disclosed transactions with PTOS |
| APR Consulting Group | No | Consultant | Private role; no disclosed transactions with PTOS |
Expertise & Qualifications
- Business development expertise; consulting background in technical market consulting (APR Consulting Group) .
- Long PTOS tenure (director since 2009), with continuity through consulting and management roles .
- Not designated as an audit committee financial expert (designation assigned to CEO/CFO) .
- Education and industry certifications for Hans are not disclosed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Hans Edblad | 243.907 (as presented) | 0.185% | As of March 11, 2025; 127,009,013 shares o/s |
| Ownership guidelines | Not disclosed | — | No director ownership guidelines disclosed |
| Pledging/hedging | Not disclosed | — | No disclosure of pledging or hedging by directors |
| Options/RSUs | None outstanding | — | Company reports no equity compensation plans as of FY2024 |
Note: The table in the proxy presents Hans’s share count as “243.907”; the percentage ownership is 0.185% as disclosed. Total shares outstanding are 127,009,013 as of March 11, 2025 .
Governance Assessment
- Independence and dual roles: Hans serves as both director and Vice President of Business Development; Board determined there are no independent directors—material governance risk and potential conflicts in oversight and compensation decisions .
- Committee structure: Audit Committee is the full Board; there is no Compensation or Nominating Committee—elevates risk of management influence over pay and director nominations; Board acknowledges potential conflict of interest .
- Board process: No formal Board meetings in FY2024; actions via unanimous written consents—reduces transparency into deliberations and attendance metrics; suggests limited formal oversight cadence .
- Policies and controls: No Code of Ethics adopted as of the proxy date; Board effectiveness assessments are absent—both are governance red flags for investor confidence .
- Related‑party exposure: CEO salary accruals and advances; amounts due to another director; acquisition of Futricity from a director/officer with contingent payments—Board lacks a formal related‑party transaction review policy, increasing conflict risk .
- Equity plan protections and risks: Proposed clawback policy for awards is a positive alignment measure ; however, plan permits cancellation/exchange (repricing) of awards without stockholder approval (participant consent required)—a shareholder‑unfriendly feature and potential red flag if used .
- Shareholder rights improvements: Proposed modern bylaws add proxy access, lower special meeting threshold, and enhanced indemnification and forum provisions—incremental positives for shareholder engagement and legal clarity, subject to approval .
- Ownership alignment: Hans’s disclosed stake is small (0.185%), limiting “skin‑in‑the‑game”; director cash compensation was $0 in FY2024, and equity grants may commence upon 2025 Plan approval, with significant cap flexibility .
- Regulatory history: Historical cease trade order in British Columbia (2015) lifted January 22, 2025—resolution reduces regulatory overhang but highlights historical compliance issues .