Sham Dhari

About Sham Dhari

Sham Dhari (age 66) is a Director and Vice President of Engineering at P2 Solar, Inc. (PTOS). He joined the Board on January 10, 2024. He holds a Bachelor of Applied Science in Electrical Engineering from the University of British Columbia and is a Certified Energy Advisor in British Columbia. He is the founder, CEO, and President of Atek Energy Systems Inc., formed in January 2018 to provide certified energy advisory services in the lower mainland of British Columbia .

Past Roles

External Roles

Board Governance

• Board composition: three directors (Raj‑Mohinder Gurm, Hans Edblad, and Sham Dhari) .
• Independence: The Board has determined it does not currently have a director who qualifies as independent under Schedule 14A, NI 52‑110, and NYSE American standards; all members are non‑independent .
• Committees: The Audit Committee consists of all three Board members; there is no compensation or nominating committee (Board performs those functions as a whole) .
• Audit expertise: Raj‑Mohinder Gurm is designated an “audit committee financial expert”; no independent directors serve on the Audit Committee .
• Meetings/attendance: The Board held no formal meetings in FY ended March 31, 2024; actions were conducted by unanimous written consent. Formal attendance rates are not disclosed .
• Orientation/education: Board provides overviews and encourages skills updates; new directors have access to records and management .
• Code of Ethics: Not yet adopted; Board intends to re‑evaluate as the company grows .
• Board/Committee assessments: No formal process implemented; effectiveness evaluated ad hoc; no individual director assessments .
• Stockholder communications: Process exists via Corporate Secretary for routing to Chairperson .
• Other public directorships: None of officers/directors serve on other SEC‑registered issuers or registered investment companies .

Fixed Compensation

Performance Compensation

No director‑specific performance metrics (e.g., TSR, revenue, EBITDA targets) are disclosed for Mr. Dhari. Future awards under the 2025 Plan may include performance criteria at the Committee’s discretion .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical: Electrical Engineering (BASc), Certified Energy Advisor; engineering and energy advisory domain expertise .
• Industry experience: Founder/CEO in energy advisory (Atek Energy Systems); VP Engineering at PTOS .
• Board qualifications: No formal designation as “financial expert” for Mr. Dhari; Audit Committee expertise designated to Mr. Gurm .

Equity Ownership

• Shares outstanding: 127,009,013 common shares as of Mar 11, 2025 .
• Beneficial ownership definition (Rule 13d‑3) applied, including rights to acquire within 60 days .
• Pledging/hedging: No pledging or hedging disclosures for Mr. Dhari; not disclosed .
• Options/RSUs: No outstanding director equity awards as of FY 2024; no equity plan in place then .

Governance Assessment

• Independence and conflicts:
  • Mr. Dhari is a non‑independent director (and executive officer: VP Engineering); the Board has no independent directors under applicable standards—this is a material governance weakness for audit, compensation, and nomination oversight .
  • The Board lacks Compensation and Nominating committees; executive compensation and director nominations are handled by a non‑independent board, introducing potential conflicts in pay and governance processes .
• Board process and transparency:
  • No formal Board meetings in FY 2024; reliance on written consents limits observable engagement and formal deliberation records—investors often expect regular meetings and documented oversight .
  • No Code of Ethics and no formal Board/committee assessment processes; Board intends to revisit as operations scale, but current absence is a governance gap .
• Related‑party transactions and controls:
  • The Company engaged in related‑party transactions (e.g., acquisition of Futricity Solar from a director/officer; CEO advances/repayments; amounts due to a director) and has no specific policy for reviewing/approving such transactions, which is a red flag for conflict management and investor confidence .
  • British Columbia Securities Commission cease trade order (2015) was fully lifted on Jan 22, 2025—resolution is positive, but the historical order is a risk indicator requiring continued compliance vigilance .
• Alignment signals:
  • Mr. Dhari holds 730,000 shares (0.575%), providing some “skin‑in‑the‑game,” though there are no disclosed ownership guidelines or pledging prohibitions .
  • The 2025 Stock Incentive Plan introduces clawbacks, change‑in‑control treatment, proxy access bylaws (e.g., 5%/1‑year for one Access nominee), and caps director compensation, which are incremental governance improvements and could enhance alignment if implemented prudently .
• Audit oversight:
  • Audit Committee comprises non‑independent directors; while an audit committee charter exists and an “audit committee financial expert” is designated (Gurm), the lack of independence is suboptimal for financial reporting oversight .

RED FLAGS

• No independent directors; Audit Committee lacks independence .
• No Compensation or Nominating committees; pay and nominations overseen by non‑independent board .
• No Code of Ethics; no formal Board/committee assessments .
• Related‑party transactions without a formal review/approval policy .
• No formal Board meetings in FY 2024 (written consents only) .