Raj-Mohinder Gurm

About Raj-Mohinder Gurm

Raj‑Mohinder S. Gurm, 65, is President, Chief Executive Officer, Chief Financial Officer and Chairman of P2 Solar (PTOS). He has served as CEO since November 1990 and holds a B.Sc. in Biology from the University of British Columbia (1983) . FY2025 revenue declined to $26,382 from $166,288 in FY2024 (−84%), while net loss narrowed to $34,492 from $148,426; comprehensive income turned positive due to FX gains . The British Columbia cease trade order was fully revoked on January 22, 2025, and the company completed its AGM and governance items on April 15, 2025 .

Past Roles

External Roles

• No current public company directorships disclosed .

Fixed Compensation

Notes:

• Employment agreement (auto-renewing since 1999) provides CAD$72,000 annual salary plus 4% vacation (CAD$6,240/month), but actual USD salary expensed has been below that level; agreement on file by reference .

Performance Compensation

• No annual cash incentive plan, performance share units (PSUs), or option awards were granted or paid to Mr. Gurm in FY2023–FY2025; the company has no active executive bonus plan disclosed .
• The 2025 Stock Incentive Plan was approved at the April 15, 2025 AGM; it authorizes ISOs/NSOs, SARs, RS/RSUs and other awards, with committee-defined vesting and performance criteria, and includes change-in-control treatment and a clawback policy tied to Dodd‑Frank/listing standards .

Equity Ownership & Alignment

Additional alignment and dilution context:

• In FY2025 the company issued 39,062,500 shares to Mr. Gurm for repayment of a director loan ($90,858) and accrued management fees ($409,142) at $0.0128/share, increasing his stake without cash payment and reducing related-party payables .
• The company also issued 20,000,000 shares to settle $400,000 of third-party notes, recognizing a $144,000 gain; this increased the public float .

Employment Terms

• Employment start/tenure: CEO since November 1990; also currently CFO and Chairman .
• Contract: Auto-renewing agreement (since April 12, 1999) with base CAD$72,000 and 4% vacation; no disclosed bonus, equity grants, or perquisites .
• Severance/change-in-control: No company severance plan; termination benefits governed by British Columbia Employment Standards Act; no golden parachute; equity plan permits change‑in‑control award treatment if awards are granted in future .
• Non‑compete/non‑solicit/garden leave/consulting: Not disclosed .
• Clawback: 2025 Stock Incentive Plan awards subject to clawback policy per Dodd‑Frank and exchange standards; committee may add recoupment in award agreements .

Board Governance

• Roles: CEO, CFO, Chairman, and Director; also Corporate Secretary in prior disclosure—concentration of authority and potential independence issues .
• Board composition: Three directors (Gurm, Hans Edblad, Sham Dhari) .
• Independence:
  • Proxy filed March 26, 2025 (covering FY2024): Board determined it did not have an independent director under NYSE American/NI 52‑110/Schedule 14A definitions .
  • FY2025 10‑K: board asserts one independent director (Hans Edblad) under Nasdaq/Item 7(d)(3)(iv)(B) .
• Committees: No compensation or nominating committee—full board performs these functions . Audit Committee exists; proxy indicates all three directors serve; Gurm designated “audit committee financial expert”; charter adopted March 15, 2024 .
• Meetings/attendance: “No formal meetings” in FY2024; business conducted by unanimous written consents .
• Code of ethics: Not adopted as of FY2024 and FY2025 filings (company cites small size); intent to re‑evaluate as it grows .

Director Compensation

• No cash retainers, meeting fees, or equity for directors disclosed for FY2023–FY2025; future equity possible under the 2025 plan (director annual limit $750,000 value; $1,000,000 for first-year directors) .

Other Directorships & Interlocks

• No other public company directorships disclosed for Mr. Gurm; related‑party transaction exists via acquisition of Futricity Solar, Inc. from a director/officer with contingent earn‑out tied to Futricity’s operating income .

Compensation Structure Analysis

• Cash‑heavy, low variable pay: Compensation consists solely of salary; no annual/long‑term performance incentives disclosed, limiting direct pay‑for‑performance linkage .
• Shift toward share‑based settlements: In FY2025, the company issued 39,062,500 shares to Mr. Gurm to settle accrued management compensation/loan, reducing cash outflows and increasing insider equity—alignment positive but dilutive to other holders .
• New equity plan infrastructure: 2025 plan introduces broad award types, change‑in‑control mechanics and clawback—tools exist to introduce at‑risk, metric‑based pay going forward .
• Governance constraints: No compensation committee; dual/triple executive roles; prior year determination of no independent directors—heightened risk of discretionary decisions absent formal structures .

Related Party Transactions (Conflict Risk)

• Accrued management salary owed to CEO reached $689,942 as of Mar 31, 2024, then largely settled via share issuance by Mar 31, 2025; remaining due to director $300,015 as of Mar 31, 2025 .
• Advances from CEO to fund operations (unsecured, non‑interest bearing, due on demand): $67,381 in FY2024 and $64,083 in FY2025; partial repayments made .
• Acquisition of Futricity Solar, Inc. from a director/officer with contingent consideration equal to 25% of Futricity operating income for five years (2024–2028), measured at fair value ($87,086 at acquisition; $80,521 as of Mar 31, 2025) .

Risk Indicators & Red Flags

• Going concern, limited liquidity: Accumulated deficit ($8.14m) and negative working capital, with reliance on director funding and securities issuance for debt/salary settlements .
• Internal control weaknesses: Material weaknesses cited (segregation of duties, governance documentation) persisted through FY2025 .
• Governance: Concentration of roles (CEO/CFO/Chair), lack of compensation committee, and prior lack of independent directors; proxy disclosed no formal board meetings in FY2024 .
• Regulatory history: BCSC cease trade order (2015) only fully revoked Jan 22, 2025; company held AGM and adopted bylaws/plan thereafter .
• Dilution/overhang: Large insider and debt‑settlement share issuances in FY2025 increased share count from 67.95m to 127.01m (Mar 31, 2025), and 128.57m by July 8, 2025 .

Say‑on‑Pay & Shareholder Feedback

• 2025 AGM included advisory votes on say‑on‑pay and frequency (board recommended triennial frequency); results not disclosed in filings reviewed .

Expertise & Qualifications

• Education: B.Sc. Biology (UBC, 1983) .
• Career: Entrepreneurial track record (wireless startup sale), operational leadership, and capital markets consulting; designated audit committee financial expert in proxy .

Work History & Career Trajectory

• Progressive roles across operations, entrepreneurship, and public-company leadership, culminating in >34 years as CEO of P2 Solar and predecessor .

Compensation Committee Analysis

• No compensation committee or independent consultant disclosed; full board handles compensation, creating potential conflicts when management directors are involved .

Investment Implications

• Alignment: Very high insider ownership (~42%) and recent conversion of accrued compensation into equity suggest meaningful “skin in the game” and reduced cash burn—but create dilution and potential future selling overhang if liquidity is needed .
• Incentive structure: Absence of performance‑based pay weakens pay‑for‑performance discipline; adoption of the 2025 plan provides a path to introduce RSUs/PSUs/options with metrics and clawbacks .
• Retention/Key‑man: Company explicitly depends on Mr. Gurm; lack of robust severance/CoC protections lowers shareholder cost but elevates key‑man risk if departure occurs .
• Governance risk premium: Combined CEO/CFO/Chair roles, historical lack of independence, internal control weaknesses, and related‑party dependency justify a governance discount until mitigations (independent directors/committees, code of ethics, consistent audited controls) are established and evidenced .
• Fundamental softness: FY2025 revenue contraction and going‑concern status suggest operational and financing execution remain primary drivers; CTO revocation and plan/bylaw modernization are positive hygiene steps but not substitutes for revenue scale-up .