UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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☐ |
Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☒
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Definitive
Proxy Statement |
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☐ |
Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
ACORN
ENERGY, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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☒ |
No
fee required |
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☐ |
Fee
paid previously with preliminary materials |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
ACORN
ENERGY, INC.
1000
N West Street, Suite 1200
Wilmington,
Delaware 19801
NOTICE
OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To
the Stockholders:
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders of Acorn Energy, Inc. (“Acorn Energy” or the “Company”)
will be held at 2:00 PM EDT, on September 17, 2024, at 2800 Quarry Lake Drive, Suite 130, Baltimore, Maryland 21209 and virtually via
Zoom, for the following purposes, all as more fully described in the attached Proxy Statement:
(1)
election of five directors to hold office until the 2025 Annual Meeting and until their respective successors are elected and qualified;
(2)
ratification of the selection by the Audit Committee of the Company’s Board of Directors of Marcum LLP as the independent registered
public accounting firm for the Company for the year ending December 31, 2024;
(3)
consideration of an advisory vote on the compensation of the Company’s named executive officers; and
(4)
such other business as may properly come before the Annual Meeting or any adjournment thereof.
Stockholders
who wish to attend the Annual Meeting virtually via Zoom must register in advance by contacting the undersigned by e-mail at AcornMeeting@gmail.com.
You
are requested to complete your proxy whether or not you expect to attend the Meeting. The proxy is revocable by you at any time prior
to its exercise and will not affect your right to vote at the Meeting in the event you attend the Meeting or any adjournment thereof.
A
copy of the Company’s Annual Report for the year ended December 31, 2023 is enclosed.
All
stockholders may read, print and download our 2023 Annual Report and our Proxy Statement at https://materials.proxyvote.com/004848.
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By
Order of the Board of Directors, |
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Wilmington,
Delaware |
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SHELDON
KRAUSE |
August
2, 2024 |
|
Assistant
Secretary |
ACORN
ENERGY, INC.
1000
N West Street, Suite 1200
Wilmington,
Delaware 19801
PROXY
STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON SEPTEMBER 17, 2024
This
proxy statement and the accompanying proxy are being furnished in connection with the solicitation of proxies by the Board of Directors
(the “Board”) of the Company for use in voting at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”)
to be held at 2:00 PM EDT on September 17, 2024, at 2800 Quarry Lake Drive, Suite 130, Baltimore, Maryland 21209 and virtually via Zoom,
and any adjournments thereof. Distribution to stockholders of this proxy statement and a proxy form is scheduled to begin on or about
August 2, 2024 to each stockholder of record at the close of business on July 19, 2024 (the “Record Date”).
Your
vote is important. Whether or not you plan to attend the Annual Meeting, please take the time to vote your shares as early as possible.
You can ensure that your shares are voted at the meeting by completing, signing, dating and returning the enclosed proxy card in the
envelope provided if you are a stockholder of record or, if you hold your shares through a broker, bank or other nominee, by submitting
your voting instructions by mail, phone or Internet as provided in the enclosed voting instruction form from your nominee. Submitting
your proxy will not affect your right to attend the meeting (in person or via Zoom) and vote. A stockholder of record who gives a proxy
may revoke it at any time before it is exercised by voting (in person or via Zoom) at the Annual Meeting, by delivering a subsequent
proxy or by notifying our corporate Secretary in writing of such revocation.
Important
notice regarding the availability of proxy materials for the Annual Meeting to be held on September 17, 2024: all stockholders may
read, print and download our 2023 Annual Report and our Proxy Statement at https://materials.proxyvote.com/004848.
INFORMATION
ABOUT THE 2024 ANNUAL MEETING AND PROXY VOTING
How
can I attend the Annual Meeting virtually via Zoom?
Stockholders
may register to attend the Acorn Energy Annual Meeting virtually via Zoom by contacting the Assistant Secretary at AcornMeeting@gmail.com
and requesting admission to the meeting via Zoom. You will receive information about how to join the meeting via Zoom by return email.
The Company encourages stockholders that wish to attend the Annual Meeting via Zoom to request admission promptly and in any event no
later than September 16, 2024, the last business day preceding the Meeting, to assure admission to the Meeting via Zoom. Stockholders
of record and stockholders that hold their shares through a broker or other nominee that have requested and received a legal proxy and
that register for and attend the Annual Meeting via Zoom will have the opportunity to vote their shares at the meeting via Zoom. Stockholders
may contact the Assistant Secretary at the e-mail address above to obtain directions to be able to attend the meeting in person. All
stockholders, whether or not they plan to attend the meeting (in person or via Zoom), are encouraged to complete and return the enclosed
proxy to allow orderly tabulation of their votes.
What
matters are to be voted on at the Annual Meeting?
Acorn
Energy intends to present the following proposals for stockholder consideration and voting at the Annual Meeting:
(1)
election of five directors to hold office until the 2025 Annual Meeting and until their respective successors are elected and qualified;
(2)
ratification of the selection by the Audit Committee of the Company’s Board of Directors of Marcum LLP as the independent registered
public accounting firm for the Company for the year ending December 31, 2024;
(3)
consideration of an advisory vote on the compensation of the Company’s named executive officers; and
(4)
such other business as may properly come before the Annual Meeting or any adjournment thereof.
What
is the Board’s recommendation?
The
Board of Directors recommends that you vote your shares FOR each of the director nominees in Proposal 1, and FOR each of Proposals 2
and 3.
Will
any other matters be presented for a vote at the Annual Meeting?
We
do not expect that any other matters might be presented for a vote at the Annual Meeting. However, if another matter were to be properly
presented, the proxies would use their own judgment in deciding whether to vote for or against the proposal.
Who
is entitled to vote?
All
Acorn Energy stockholders of record at the close of business on the Record Date are entitled to vote at the Annual Meeting. Each share
outstanding on the Record Date will be entitled to one vote. There were 2,487,307 shares outstanding on the Record Date.
How
do I vote my shares?
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If
you are a stockholder of record, you may grant a proxy with respect to your shares by mail using the proxy card included with the
proxy materials. Stockholders who own their shares through brokers, banks or other nominees may grant their proxy by mail, by telephone
or over the Internet in accordance with the instructions provided in the enclosed voting instruction form. Internet and telephone
voting by beneficial owners will generally be available through 11:59 p.m. Eastern Daylight Time on September 12, 2024. |
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If
you are a stockholder of record or a duly appointed proxy of a stockholder of record, you may attend the Annual Meeting and vote
in person or via Zoom. However, if your shares are held in the name of a broker, bank or other nominee, and you wish to attend the
Annual Meeting to vote in person or via Zoom or to designate a proxy to vote on your behalf, you will have to contact your broker,
bank or other nominee to obtain its proxy to vote the shares that you beneficially own. Have that document with you when you attend
the meeting. |
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All
proxies submitted will be voted in the manner you indicate by the individuals named on the proxy. If you do not specify how your
shares are to be voted, the proxies will vote your shares FOR all director nominees in Proposal 1, and FOR Proposals 2 and 3. |
May
I change or revoke my proxy after it is submitted?
Yes,
you may change or revoke your proxy at any time before its exercise at the Annual Meeting by:
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returning
a later-dated proxy card; |
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attending
the Annual Meeting and voting (either in person or via Zoom) or having a proxy designated by you attend the meeting and vote on your
behalf; or |
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sending
your written notice of revocation to Sheldon Krause, our Assistant Secretary. |
Your
changed proxy or revocation must be received before the polls close for voting.
What
is a “quorum?”
In
order for business to be conducted at the Annual Meeting, a quorum must be present. A quorum will be present if stockholders of record
holding a majority in voting power of the outstanding shares of our common stock entitled to vote at the Annual Meeting are present (in
person or via Zoom) or are represented by proxies. For purposes of determining the presence or absence of a quorum, we intend to count
as present shares present (in person or via Zoom) but not voting and shares for which we have received proxies but for which holders
thereof have abstained. Furthermore, shares represented by proxies returned by a broker holding the shares in nominee or “street”
name will be counted as present for purposes of determining whether a quorum is present, even if the broker is not entitled to vote the
shares on matters where discretionary voting by the broker is not allowed (“broker non-votes”).
What
vote is necessary to pass the items of business at the Annual Meeting?
Holders
of our common stock will vote as a single class and will be entitled to one vote per share with respect to each matter to be presented
at the Annual Meeting. With respect to Proposal 1, the five nominees for director receiving a plurality of the votes cast by holders
of common stock, at the Annual Meeting (in person or via Zoom) or by proxy, will be elected to our Board. Approval of Proposal 2 requires
the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting (in person or
via Zoom) or by proxy. Because approval is based on the affirmative vote of a majority of the outstanding shares, abstentions from voting,
as well as broker non-votes, if any, will have the effect of votes being cast against Proposal 2. Approval of Proposals 3, 4 and 5 requires
the votes cast in favor of each such proposal to exceed the votes cast against such proposal. The approval of one of the choices (one
year, two years, three years) in Proposal 6 requires the votes cast in favor of one of the choices to exceed the votes cast in favor
of each of the other choices. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore,
will have no effect on Proposals 3, 4, 5 and 6.
Who
pays the costs of this proxy solicitation?
This
solicitation of proxies is made by our Board of Directors, and all related costs will be borne by us. In addition, we may reimburse brokerage
firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial
owners.
What
is the deadline for submission of stockholder proposals for the 2025 Annual Meeting?
Proposals
that our stockholders may wish to include in our proxy statement and form of proxy for presentation at our 2025 Annual Meeting of Stockholders
must be received by or delivered to us at Acorn Energy, Inc., 1000 N West Street, Suite 1200, Wilmington, Delaware 19801, Attention:
Secretary, no later than the close of business on April 1, 2025.
Any
stockholder proposal must be in accordance with the rules and regulations of the SEC. In addition, with respect to proposals submitted
by a stockholder other than for inclusion in our 2025 proxy statement, our By-Laws have established advance notice procedures that stockholders
must follow. Pursuant to the By-laws of the Company, stockholders who wish to nominate any person for election to the Board of Directors
or bring any other business before the 2025 Annual Meeting must generally give notice thereof to the Company at its principal executive
offices not less than 60 days nor more than 90 days before the date of the meeting. All nominations for director or other business sought
to be transacted that are not timely delivered to the Company, or that fail to comply with the requirements set forth in the Company’s
By-Laws, will be excluded from the Annual Meeting, as provided in the By-Laws. A copy of the By-Laws of the Company is available upon
request from the Assistant Secretary of the Company, 1000 N West Street, Suite 1200, Wilmington, Delaware 19801.
Where
can I find the voting results of the Annual Meeting?
The
preliminary voting results will be announced at the Annual Meeting. The final results will be published in our current report on Form
8-K to be filed with the Securities and Exchange Commission within four business days after the date of the Annual Meeting, provided
that the final results are available at such time. In the event the final results are not available within such time period, the preliminary
voting results will be published in our current report on Form 8-K to be filed within such time period, and the final results will be
published in an amended current report on Form 8-K/A to be filed within four business days after the final results are available. Any
stockholder may also obtain the results from the Assistant Secretary of the Company, 1000 N West Street, Suite 1200, Wilmington, Delaware
19801.
INFORMATION
ABOUT COMMUNICATING WITH OUR BOARD OF DIRECTORS
How
may I communicate directly with the Board of Directors?
The
Board provides a process for stockholders to send communications to the Board. You may communicate with the Board, individually or as
a group, as follows:
BY
MAIL |
|
BY
PHONE |
The
Board of Directors |
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1-302-656-1708 |
Acorn
Energy, Inc. |
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Attn:
Assistant Secretary |
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BY
EMAIL |
1000
N West Street, Suite 1200 |
|
c/o
Samuel M. Zentman |
Wilmington,
Delaware 19801 |
|
samzentman@yahoo.com |
OWNERSHIP
OF THE COMPANY’S COMMON STOCK
The
following table and the notes thereto set forth information, as of the Record Date, July 19, 2024 (except as otherwise set forth herein),
concerning beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of common stock by (i) each director
of the Company, (ii) each executive officer (iii) all executive officers and directors as a group, and (iv) each holder of 5% or more
of the Company’s outstanding shares of common stock.
Name and Address of Beneficial Owner (1) (2) | |
Number of Shares of Common Stock Beneficially Owned (2) | | |
Percentage of Common Stock Outstanding (2) | |
Jan H. Loeb | |
| 525,847 | (3) | |
| 21.03 | % |
Gary Mohr | |
| 73,393 | (4) | |
| 2.94 | % |
Michael F. Osterer | |
| 181,589 | (5) | |
| 7.28 | % |
Peter Rabover | |
| 124,206 | (6) | |
| 4.99 | % |
Samuel M. Zentman | |
| 10,210 | (7) | |
| * | |
Tracy S. Clifford | |
| 25,275 | (8) | |
| 1.01 | % |
All executive officers and directors of the Company as a group (6 people) | |
| 888,437 | (9) | |
| 34.98 | % |
Joel Charles Sklar | |
| 141,775 | (10) | |
| 5.70 | % |
*
Less than 1%
(1)
Unless otherwise indicated, the address for each of the beneficial owners listed in the table is in care of the Company, 1000 N West
Street, Suite 1200, Wilmington, Delaware 19801.
(2)
Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated. For purposes of this
table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such
person has the right to acquire within 60 days after such date. Percentage information is based on the 2,487,307 shares outstanding as
of July 19, 2024.
(3)
Consists of 240,011 shares held by Mr. Loeb directly, 273,251 shares held by Leap Tide Capital Acorn LLC, and 12,585 shares underlying
currently exercisable options held by Mr. Loeb. Mr. Loeb is the sole manager of Leap Tide Capital Acorn LLC, with sole voting and dispositive
power over the securities held by such entity. Mr. Loeb disclaims beneficial ownership of the securities held by Leap Tide Capital Acorn
LLC except to the extent of his pecuniary interest therein.
(4)
Consists of 68,238 shares beneficially held by Mr. Mohr (including 52,083 shares held by UE Systems Inc.), and 5,155 shares underlying
currently exercisable options.
(5)
Consists of 176,107 shares beneficially held by Mr. Osterer (including 52,083 shares held by UE Systems Inc.), and 5,482 shares underlying
currently exercisable options.
(6)
Consists of 123,218 shares held by Artko Capital LP and 988 shares underlying currently exercisable options held by Mr. Rabover. Mr.
Rabover is Managing Director of Artko Capital LP, with sole voting and dispositive power over the securities held by such entity. Mr.
Rabover disclaims beneficial ownership of the securities held by Artko Capital LP except to the extent of his pecuniary interest therein.
(7)
Consists of 5,992 shares and 4,218 shares underlying currently exercisable options.
(8)
Consists of 1,125 shares and 24,150 shares underlying currently exercisable options.
(9)
Consists of 835,859 shares and 52,578 shares underlying currently exercisable options.
(10)
The information is based on a Schedule 13G filed by Mr. Sklar with the SEC on May 2, 2024, reporting beneficial ownership as of that
date. Mr. Sklar reported that he has sole voting power and sole dispositive power with respect to all 141,775 shares of Common Stock.
PROPOSAL
1
ELECTION
OF DIRECTORS
Our
Board of Directors currently consists of five seats. The Board of Directors has nominated Jan H. Loeb, Gary Mohr, Michael F. Osterer,
Peter Rabover and Samuel M. Zentman, all current directors, for election as directors at the 2024 Annual Meeting to serve until the 2025
Annual Meeting and until their successors have been duly elected and qualified. The nominees were recommended by our Nominating Committee
and approved by our Board of Directors. All nominees have consented to be named as such and to serve if elected.
With
respect to the election of directors, stockholders may vote in favor of all nominees, withhold their votes as to all nominees or withhold
their votes as to specific nominees. Stockholders cannot vote for more than the five nominees. Stockholders should specify their choices
on the accompanying proxy card. If no specific instructions are given, the shares represented by a signed proxy will be voted FOR the
election of all five of the Board’s nominees. If any nominee becomes unavailable for any reason to serve as a director at the time
of the Annual Meeting (which event is not anticipated), proxies will be voted in the discretion of the persons acting pursuant to the
proxy for any nominee who shall be designated by the current Board of Directors as a substitute nominee.
Persons
nominated in accordance with the notice requirements of our By-laws are eligible for election as directors of the Company. All nominations
for director that are not timely delivered to us or that fail to comply with the requirements set forth in our By-laws will be excluded
from the Annual Meeting, as provided in the By-laws. A copy of our By-laws can be obtained from our Secretary, 1000 N West Street, Suite
1200, Wilmington, Delaware 19801. Directors will be elected at the Annual Meeting by a plurality of the votes cast (i.e., the five nominees
receiving the greatest number of votes will be elected as directors).
Nominees
for Election
Jan
H. Loeb has served as our President and CEO since January 28, 2016 and as Acting CEO of OmniMetrix since December 1, 2019. He was
appointed to our Board in August 2015 pursuant to the terms of our loan and security agreement with Leap Tide Capital Partners III, LLC
(the “Leap Tide Loan Agreement”). He was also appointed to the Board of our then subsidiary DSIT in August 2015 pursuant
to the terms of the Leap Tide Loan Agreement and held that position until the sale of our remaining interest in DSIT in February 2018.
Mr. Loeb has more than 40 years of money management and investment banking experience. He has been the Managing Member of Leap Tide Capital
Management LLC since 2007. From 2005 to 2007, he served as the President of Leap Tide’s predecessor, Leap Tide Capital Management
Inc., which was formerly known as AmTrust Capital Management Inc. He served as a Portfolio Manager of Chesapeake Partners from February
2004 to January 2005. From January 2002 to December 2004, he served as Managing Director at Jefferies & Company, Inc. From 1994 to
2001, he served as Managing Director at Dresdner Kleinwort Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.). He served
as a Lead Director of American Pacific Corporation from July 8, 2013 to February 27, 2014, and also served as its Director from January
1997 to February 27, 2014. He served as an Independent Director of Pernix Therapeutics Holdings Inc. (formerly, Golf Trust of America,
Inc.) from 2006 to August 31, 2011. He served as a Director of TAT Technologies, Ltd. from August 2009 to December 21, 2016. He served
as a Director of Keweenaw Land Association, Ltd. from December 2016 until May 2019. He has served as President, Executive Chairman and
board member of NovelStem International Corp since July 2018, and as a board member of Gyrodyne, LLC since July 2023.
Key
Attributes, Experience and Skills. Mr. Loeb brings to the Acorn Board significant financial expertise, cultivated over more than
40 years of money management and investment banking experience, together with a background in public company management and audit committee
experience.
Gary
Mohr was elected to the Board in August 2018 and is a member of our Audit, Compensation and Nominating Committees. Mr. Mohr is President
of UE Systems, Incorporated, an international technology company specializing in the field of plant asset reliability through ultrasound.
Mr. Mohr started with UE Systems in 1988 as a salesman and rapidly progressed through the ranks as regional sales manager, National Sales
Manager, Vice President and eventually President of the company. It is through Mr. Mohr’s stewardship that UE Systems has grown
from a national brand to an international company with offices in Toronto, Mexico City, Hong Kong, India and the Netherlands, and developed
a list of loyal customers, including those in the Fortune 500.
Key
Attributes, Experience and Skills. Mr. Mohr brings to the Board a broad range of operational and managerial experience, including
a successful track record in product development and marketing leadership.
Michael
F. Osterer was elected to the Board in August 2018 and is a member of our Audit, Compensation and Nominating Committees. He served
as an advisor to our Board from October 2017 until his election as director. Since 1973, Mr. Osterer has served as Chairman of the Board
of UE Systems, Incorporated, a leader in the field of plant asset reliability through ultrasound, which he founded in 1973. He also served
as President of UE Systems from 1973 to 1985. Since 1987, Mr. Osterer has served as President of Libom Oil, an oil exploration, drilling
and purchasing company, which he founded in 1987. He is the Acting Chairman of the Board of Radon Testing Corporation of America, Inc.,
which he founded in 1985 and where he served as President from 1985 through 1989. Mr. Osterer also founded Westchester Consultants, a
general business consultancy nationally recognized for branding expertise of food products. He is on the Board of Directors of Fields
of Peace. He served in the United States Air Force/Air National Guard, 105th Airborne Division, from 1964 through 1970. Mr. Osterer graduated
from Fordham University with a BA in Social Sciences, Magna Cum Laude.
Key
Attributes, Experience and Skills. Mr. Osterer brings to Acorn a wealth of operational and managerial experience gained over his
long history of successful entrepreneurial pursuits, corporate leadership and oversight.
Peter
Rabover was appointed to the Board in March 2023. He has been an active buyside investor for over 20 years, and is currently the
Managing Director of Artko Capital LP, a partnership focused on microcap investments, which is a role he has held since he founded the
partnership in 2015. In such capacity, Mr. Rabover has advised on a wide range of corporate finance activities for dozens of companies.
Prior to founding Artko Capital, he worked for Scharf Investments from 2012 to 2014, and Hahn Capital Management from 2005 to 2011 in
an analyst capacity. He served in the United States Peace Corps in Kazakhstan from 2003 to 2005 as an Economic Development Volunteer.
Mr. Rabover started his career as an auditor for United States Steel Corporation from 2001 to 2003. He holds an undergraduate degree
from Duquesne University, a Masters of Business Administration from the University of Virginia’s Darden School of Business, and
is a CFA Charterholder.
Key
Attributes, Experience and Skills. Mr. Rabover brings a wide range of corporate finance, audit and capital allocation acumen and
experience as well as a unique shareholder perspective gained through a long career of managing outside capital and finding successful
investments.
Samuel
M. Zentman has been one of our directors since November 2004 and currently serves as Chairman of our Audit Committee and as a member
of our Compensation and Nominating Committees. From 1980 until 2006, Dr. Zentman was the president and chief executive officer of a privately
held textile firm, where he also served as vice president of finance and administration from 1978 to 1980. From 1973 to 1978, Dr. Zentman
served in various capacities in the Information Systems department at American Motors Corporation including Director of the Corporate
Data Center and the Engineering Computer Centers. He holds a Ph.D. in Complex Analysis. Dr. Zentman serves on the board of Hinson &
Hale Medical Technologies, Inc., as well as several national charitable organizations devoted to advancing the quality of education.
Key
Attributes, Experience and Skills. Dr. Zentman’s long-time experience as a businessman together with his experience with computer
systems and software enables him to bring valuable insights to the Board. Dr. Zentman has a broad, fundamental understanding of the business
drivers affecting our Company and also brings leadership and oversight experience to the Board.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR ELECTION. PROXIES SOLICITED BY THE BOARD WILL
BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
Certain
Information Regarding Directors and Officers
In
addition to the information set forth above about the Company’s directors who have been nominated for election at the Annual Meeting,
set forth below is additional information concerning such directors and certain officers of the Company:
Name |
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Age |
|
Position |
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|
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Jan
H. Loeb |
|
65 |
|
Director,
President and Chief Executive Officer |
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Gary
Mohr |
|
65 |
|
Director
and member of our Audit, Nominating and Compensation Committees |
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Michael
F. Osterer |
|
78 |
|
Director
and member of our Audit, Nominating and Compensation Committees |
|
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|
Peter
Rabover |
|
44 |
|
Director |
|
|
|
|
|
Samuel
M. Zentman |
|
78 |
|
Director,
Chairman of our Audit Committee and member of our Nominating and Compensation Committees |
|
|
|
|
|
Tracy
S. Clifford |
|
55 |
|
Chief
Financial Officer |
Tracy
S. Clifford has served as the Company’s Chief Financial Officer since June 1, 2018 and as the COO of OmniMetrix since December
1, 2019. She serves in such positions pursuant to a Consulting Agreement between the Company and Tracy Clifford Consulting, LLC. Ms.
Clifford is President and Owner of Tracy Clifford Consulting, LLC, through which she has been providing contract CFO/COO services and
other advisory services and project engagements since June 2015. Between October 1999 and May 2015, she served as CFO, Principal Accounting
Officer, Corporate Controller and Secretary for a publicly traded pharmaceutical company and a publicly traded REIT. Her prior experience
includes accounting leadership positions at United Healthcare (Atlanta) and the North Broward Hospital District (Fort Lauderdale) and
work on the audit team of Deloitte & Touche (Miami). Ms Clifford has served as a board member of Novelstem International Corp since
July 2018. Ms. Clifford obtained a Bachelor of Science Degree in Accounting from the College of Charleston and a master’s degree
in Business Administration with a concentration in Finance from Georgia State University. Ms. Clifford is a licensed CPA in the state
of South Carolina and holds a Certification in the Fundamentals of Forensic Accounting from the AICPA.
Biographical
information about the Company’s directors who have been nominated for election at the Annual Meeting is set forth above under “Nominees
for Election.”
CORPORATE
GOVERNANCE MATTERS
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons
who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC.
These persons are also required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Further, we have implemented
measures to assure timely filing of Section 16(a) reports by our executive officers and directors. Based solely on our review of such
forms or written representations from certain reporting persons, we believe that our executive officers and directors complied with the
filing requirements of Section 16(a) during 2023.
Board
Composition and Director Independence
Our
Board of Directors is composed of one class, with five Board seats. Five directors are currently serving until their reelection or replacement
at the 2024 Annual Meeting of Stockholders. Jan H. Loeb serves as both President and Chief Executive Officer as well as serving as a
Member of our Board of Directors. Applying the definition of independence provided under the NASDAQ rules, the Board has determined that,
with the exception of Mr. Loeb, all of the members of the Board of Directors are independent.
Board
Structure and Role in Risk Oversight
The
Board believes Mr. Loeb’s service as President and Chief Executive Officer and as a member of our Board is appropriate because
it bridges a critical gap between the Company’s management and the Board, enabling the Board to benefit from management’s
perspective on the Company’s business while the Board performs its oversight function. Further, the Board believes Mr. Loeb’s
significant ownership of Acorn Energy stock aligns his interests with those of Acorn Energy’s stockholders.
Management
is responsible for Acorn Energy’s day-to-day risk management, and the Board’s role is to engage in informed oversight. The
entire Board performs the risk oversight role. Mr. Loeb, Acorn Energy’s Chief Executive Officer is a member of the Board of Directors,
which helps facilitate discussions regarding risk between the Board and Acorn Energy’s senior management, as well as the exchange
of risk-related information or concerns between the Board and the senior management. Further, the independent directors periodically
meet in executive session following regularly scheduled Board meetings to voice their observations or concerns and to shape the agendas
for future Board meetings.
The
Board of Directors believes that, with these practices, each director has an equal stake in the Board’s actions and oversight role
and equal accountability to Acorn Energy and its stockholders.
Meetings
and Meeting Attendance
During
2023, there were four meetings of the Board of Directors, and the Board acted by unanimous written consent seven times. All incumbent
directors attended 75% or more of the Board meetings and meetings of the committees on which they served during the last fiscal year.
Directors are encouraged to attend the annual meeting of stockholders. All five directors attended our most recent annual meeting in
2023.
Audit
Committee; Audit Committee Financial Expert
The
Company has a separate designated standing Audit Committee established and administered in accordance with SEC rules. The three members
of the Audit Committee are Samuel M. Zentman (who serves as Chairman of the Audit Committee), Gary Mohr and Michael F. Osterer. The Board
of Directors has determined that each member of the Audit Committee meets the independence criteria prescribed by NASDAQ governing the
qualifications for audit committee members and each Audit Committee member meets NASDAQ’s financial knowledge requirements. Our
Board has determined that Dr. Zentman qualifies as an “audit committee financial expert,” as defined in the rules and regulations
of the SEC. During 2023, the Audit Committee met four times. The charter of the Audit Committee is available on our website www.acornenergy.com
under the “Investor Relations” tab.
Audit
Committee Report. The Audit Committee has (1) reviewed and discussed the audited financial statements with management; (2) discussed
with the independent auditors the matters required to be discussed by the statement of Auditing Standard No. 16 as amended; and (3) received
the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountants’ communications with the Audit Committee concerning independence, and has
discussed with the independent accountant the independent accountant’s independence.
Based
on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed
with the Securities and Exchange Commission on March 7, 2024.
|
THE
AUDIT COMMITTEE OF THE
BOARD
OF DIRECTORS OF ACORN ENERGY, INC. |
|
|
|
Samuel
M. Zentman |
|
Gary
Mohr |
|
Michael
F. Osterer |
Compensation
Committee
Our
executive compensation is administered by the Compensation Committee of the Board of Directors. The members of the Compensation Committee
are Gary Mohr, Michael F. Osterer and Samuel M. Zentman, all of whom have been determined by the Board to be independent in accordance
with NASDAQ’s requirement for independent director oversight of executive officer compensation. The Compensation Committee did
not meet during 2023.
Nominating
Committee
The
Nominating Committee of our Board of Directors has overall responsibility for identifying, evaluating, recruiting and selecting qualified
candidates for election, re-election or appointment to the Board. The Members of the Nominating Committee are Gary Mohr, Samuel M. Zentman
and Michael Osterer all of whom have been determined by the Board to meet the independence criteria prescribed by NASDAQ governing the
qualifications of nominating committee members. During 2023, the Nominating Committee acted by unanimous written consent twice.
Our
stockholders may recommend potential director candidates by contacting the Secretary of the Company to receive a copy of the procedure
to recommend a potential director candidate for consideration by the Nominating Committee, who will evaluate recommendations from stockholders
in the same manner that they evaluate recommendations from other sources.
Code
of Ethics
We
have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers and employees. This code of ethics is
designed to comply with the NASDAQ marketplace rules related to codes of conduct. Our code of ethics may be accessed on the Internet
under “Investor Relations” on our website at www.acornenergy.com. We intend to satisfy any disclosure requirement under Item
5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our code of ethics by posting such information on our website,
www.acornenergy.com.
EXECUTIVE
AND DIRECTOR COMPENSATION
Summary
Compensation Table
Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Option Awards ($) | | |
All Other Compensation ($) | | |
Total ($) | |
Jan H. Loeb | |
2023 | | |
| 312,000 | (3) | |
| — | | |
| 9,142 | (5) | |
| — | | |
| 321,142 | |
President and CEO of the Company and Acting CEO of OmniMetrix (1) | |
2022 | | |
| 312,000 | (3) | |
| — | | |
| 14,096 | (6) | |
| — | | |
| 326,096 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Tracy S. Clifford | |
2023 | | |
| 210,000 | (4) | |
| — | | |
| 18,000 | (7) | |
| — | | |
| 228,000 | |
CFO of the Company and COO of OmniMetrix (2) | |
2022 | | |
| 210,000 | (4) | |
| — | | |
| 15,949 | (8) | |
| — | | |
| 225,949 | |
|
(1) |
Mr.
Loeb began serving as President and CEO of the Company on January 28, 2016 and as Acting CEO of OmniMetrix on December 1, 2019. |
|
(2) |
Ms.
Clifford began serving as CFO of the Company on June 1, 2018 and as COO of OmniMetrix on December 1, 2019. |
|
(3) |
Represents
the consulting fee paid for the provision of Mr. Loeb’s services to the Company as President and CEO of the Company and Acting
CEO of OmniMetrix. |
|
(4) |
Represents
the consulting fee paid for the provision of Ms. Clifford’s services as CFO of the Company and COO of OmniMetrix. |
|
(5) |
Represents
the grant date fair value calculated in accordance with applicable accounting principles with respect to 2,187 options granted on
January 1, 2023 with an exercise price of $5.60 (as adjusted in connection with the September 2023 1-for-16 reverse stock split).
The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a
risk-free interest rate of 4.0% (ii) an expected term of 5.19 years (iii) an assumed volatility of 94.3% and (iv) no dividends. |
|
(6) |
Represents
the grant date fair value calculated in accordance with applicable accounting principles with respect to 2,187 options granted on
January 1, 2022 with an exercise price of $10.08 (as adjusted in connection with the September 2023 1-for-16 reverse stock split).
The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a
risk-free interest rate of 1.1% (ii) an expected term of 3.69 years (iii) an assumed volatility of 94.0% and (iv) no dividends. |
|
(7) |
Represents
the grant date fair value calculated in accordance with applicable accounting principles with respect to 6,250 options granted on
June 1, 2023 with an exercise price of $4.96 (as adjusted in connection with the September 2023 1-for-16 reverse stock split). The
fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free
interest rate of 3.9% (ii) an expected term of 3.7 years (iii) an assumed volatility of 93.8% and (iv) no dividends. |
|
(8) |
Represents
the grant date fair value calculated in accordance with applicable accounting principles with respect to 3,125 options granted on
June 1, 2022 with an exercise price of $7.04 (as adjusted in connection with the September 2023 1-for-16 reverse stock split). The
fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free
interest rate of 2.9% (ii) an expected term of 3.69 years (iii) an assumed volatility of 93.0% and (iv) no dividends. |
Executive
Compensation for 2023 and 2022
Jan
H. Loeb. On January 1, 2023, the Company entered into a new consulting agreement (the “2023 Consulting Agreement”)
with Jan H. Loeb, extending its arrangements for compensation of Mr. Loeb for his services as President and CEO of the Company and as
principle executive officer of the Company’s OmniMetrix subsidiary in the capacity of Acting CEO.
Pursuant
to the 2023 Consulting Agreement, Mr. Loeb received cash compensation of $16,000 per month for service as President and CEO of the Company,
and an additional $10,000 per month for service as Acting CEO of OmniMetrix. Mr. Loeb also received a grant of options on January 1,
2023, to purchase 2,187 shares of the Company’s common stock, which are exercisable at an exercise price equal to the December
30, 2022, closing price of the common stock of $5.60 per share (as adjusted in connection with the September 2023 1-for-16 reverse stock
split). Twenty-five percent (25%) of the options were vested immediately; the remaining options vested in three equal increments on April
1, 2023, July 1, 2023 and October 1, 2023. The exercise period and other terms are otherwise substantially the same as the terms of the
options granted by the Company to its outside directors. The 2023 Consulting Agreement expired on December 31, 2023; the Company and
Mr. Loeb have entered into a new consulting agreement for 2024 as described below under Employment Arrangements.
On
January 1, 2022, the Company entered into a new consulting agreement (the “2022 Consulting Agreement”) with Jan H. Loeb,
extending its arrangements for compensation of Mr. Loeb for his services as President and CEO of the Company and as principle executive
officer of the Company’s OmniMetrix subsidiary in the capacity of Acting CEO.
Pursuant
to the 2022 Consulting Agreement, Mr. Loeb received cash compensation of $16,000 per month for service as President and CEO of the Company,
and an additional $10,000 per month for service as Acting CEO of OmniMetrix. Mr. Loeb also received a grant of options on January 1,
2022, to purchase 2,187 shares of the Company’s common stock, which are exercisable at an exercise price equal to the December
31, 2021, closing price of the common stock of $10.08 per share (as adjusted in connection with the September 2023 1-for-16 reverse stock
split). Twenty-five percent (25%) of the options were vested immediately; the remaining options vested in three equal increments on April
1, 2022, July 1, 2022 and October 1, 2022. The exercise period and other terms are otherwise substantially the same as the terms of the
options granted by the Company to its outside directors.
The
2022 Consulting Agreement expired on December 31, 2022; the Company and Mr. Loeb entered into a new Consulting Agreement for 2023 as
described above.
Tracy
S. Clifford. On June 1, 2023, the Company entered into an Amended and Restated Consulting Agreement with Ms. Clifford (the “2023
Clifford Consulting Agreement”). The 2023 Clifford Consulting Agreement amended, restated and replaced in its entirety the 2022
Clifford Consulting Agreement (described below). The 2023 Clifford Consulting Agreement began on June 1, 2023, had a one-year term, and
was to automatically renew for an additional year upon the expiration of each one-year term unless earlier terminated as provided therein.
Pursuant to the 2023 Clifford Consulting Agreement, Ms. Clifford received cash compensation of $17,500 per month, as well as a grant
of options on June 1, 2023, to purchase 6,250 shares of our common stock, which are exercisable at an exercise price per share equal
to the May 31, 2023, closing price of the common stock of $4.96 per share (as adjusted in connection with the September 2023 1-for-16
reverse stock split). Twenty-five percent (25%) of the options were vested immediately; the remaining options vested in three equal increments
on September 1, 2023, December 1, 2023 and March 1, 2024. On January 2, 2024, the Company entered
into a new consulting agreement with Tracy Clifford Consulting, LLC, that amends, restates and replaces in its entirety the 2023 Clifford
Consulting Agreement, as described below under Employment Arrangements.
On
June 1, 2018, Tracy S. Clifford was appointed CFO of the Company. Concurrent with the appointment of Ms. Clifford as CFO, the Company
entered into a consulting arrangement for the provision of her services. She received cash compensation from June 1, 2021 through May
31, 2022, of $17,500 per month. On June 1, 2022, the Company entered into an Amended and Restated Consulting Agreement (the “2022
Clifford Consulting Agreement”) for the provision of Ms. Clifford’s services as both CFO of Acorn and COO of OmniMetrix.
The 2022 Clifford Consulting Agreement amended, restated and replaced in its entirety the Consulting Agreement dated as of June 1, 2018.
The 2022 Clifford Consulting Agreement began on June 1, 2022, had a one-year term, and was to automatically renew for an additional year
upon the expiration of each one-year term unless earlier terminated as provided therein. Pursuant to the 2022 Clifford Consulting Agreement,
Ms. Clifford received cash compensation of $17,500 per month, and received a grant on June 1, 2022 of options to purchase 3,125 shares
of our common stock, with an exercise price of $7.04 per share, which was the closing price of the common stock on May 31, 2022 (as adjusted
in connection with the September 2023 1-for-16 reverse stock split). Twenty-five percent (25%) of the options were vested immediately;
the remaining options vested in three equal increments on September 1, 2022, December 1, 2022 and March 1, 2023, and shall expire upon
the earlier of (a) seven years from the date of the grant or (b) 18 months from the date Ms. Clifford ceases to be a consultant to the
Company.
Stockholder
input on executive compensation. Stockholders can provide the Company with their views on executive compensation matters at each
year’s annual meeting through the stockholder advisory vote on executive compensation and during the interval between stockholder
advisory votes. The Company welcomes stockholder input on our executive compensation matters, and stockholders are able to reach out
directly to our independent directors by emailing samzentman@yahoo.com to express their views on executive compensation matters.
Employment
Arrangements
The
employment arrangements of each named executive officer are described below.
Jan
H. Loeb
On
January 2, 2024, the Company entered into a new consulting agreement (the “2024 Loeb Consulting Agreement”) extending its
arrangements for compensation of Mr. Loeb. Pursuant to the 2024 Loeb Consulting Agreement, Mr. Loeb will receive cash compensation of
$16,780 per month for service as President and CEO of Acorn, and an additional $10,000 per month for so long as he serves as Acting CEO
of OmniMetrix. Mr. Loeb also received a grant of options on January 2, 2024 to purchase 2,200 shares of the Company’s common stock,
which are exercisable at an exercise price equal to the December 29, 2023, closing price of the common stock of $6.09 per share. Twenty-five
percent (25%) of the options were vested immediately; the remaining options vested/shall vest in three equal increments on April 1, 2024,
July 1, 2024 and October 1, 2024. The exercise period and other terms are otherwise substantially the same as the terms of the options
granted by the Company to its outside directors. The 2024 Loeb Consulting Agreement expires on December 31, 2024, unless terminated early
as provided therein.
Tracy
S. Clifford
On
January 2, 2024, the Company entered into an Amended and Restated Consulting Agreement with Ms. Clifford (the “2024 Clifford Consulting
Agreement”) for the provision of Ms. Clifford’s
services as both CFO of Acorn and COO of OmniMetrix. The 2024 Clifford Consulting Agreement amends,
restates and replaces in its entirety the 2023 Clifford Consulting Agreement. The 2024 Clifford Consulting Agreement has an effective
date of January 1, 2024, has a one-year term, and automatically renews for an additional year upon the expiration of each one-year term
unless earlier terminated as provided therein. Pursuant to the 2024 Clifford Consulting Agreement, Ms. Clifford receives cash compensation
of $18,025 per month. In the event of termination other than for cause, Ms. Clifford shall be entitled to a continuation, for a period
of six months following the date of such termination, of the monthly cash compensation in effect at the time of such termination. Pursuant
to the terms of the 2024 Clifford Consulting Agreement, Ms. Clifford also received a grant of options on January 2, 2024, to purchase
2,200 shares of the Company’s common stock, which are exercisable at an exercise price equal to the December 29, 2023, closing
price of the common stock of $6.09 per share. Twenty-five percent (25%) of the options were vested immediately; the remaining options
vested/shall vest in three equal increments on April 1, 2024, July 1, 2024 and October 1, 2024. On each subsequent anniversary of January
1, 2024, so long as the 2024 Clifford Consulting Agreement has not been terminated, the Company will grant Ms. Clifford 2,200 stock options
exercisable at an exercise price equal to the then-current stock price. Twenty-five percent (25%) of the options will be vested immediately
as of the date of grant; the remaining options will vest in three equal increments on April 1, July 1 and October 1 during the first
nine months following the date of grant. The exercise period and other terms are otherwise substantially the same as the terms of the
options granted by the Company to its outside directors.
Outstanding
Equity Awards at 2023 Fiscal Year End
The
following table sets forth all outstanding equity awards (as adjusted in connection with the September 2023 1-for-16 reverse stock split)
made to each of the Named Executive Officers that were outstanding at December 31, 2023.
OPTIONS TO PURCHASE ACORN ENERGY, INC. STOCK |
Name | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Option Exercise Price ($) | | |
Option Expiration Date |
| |
| | |
| | |
| | |
|
Jan H. Loeb | |
| 2,187 | | |
| — | | |
| 5.76 | | |
February 21, 2024 |
| |
| 2,187 | | |
| — | | |
| 5.60 | | |
January 1, 2025 |
| |
| 2,187 | | |
| — | | |
| 5.92 | | |
January 1, 2027 |
| |
| 2,187 | | |
| — | | |
| 7.68 | | |
January 1, 2028 |
| |
| 2,187 | | |
| — | | |
| 10.08 | | |
January 1, 2029 |
| |
| 2,187 | | |
| — | | |
| 5.60 | | |
January 1, 2030 |
| |
| | | |
| | | |
| | | |
|
Tracy S. Clifford | |
| 1,875 | | |
| — | | |
| 6.56 | | |
June 1, 2025 |
| |
| 1,875 | | |
| — | | |
| 4.48 | | |
June 25, 2026 |
| |
| 3,125 | | |
| — | | |
| 3.68 | | |
June 8, 2027 |
| |
| 6,250 | | |
| — | | |
| 9.92 | | |
May 10, 2028 |
| |
| 3,125 | | |
| — | | |
| 7.04 | | |
June 1, 2029 |
| |
| 4,687 | | |
| 1,563 | | |
| 4.96 | | |
June 1, 2030 |
Option
and Warrant Exercises
Warrants
were exercised by Leap Tide Capital Management, LLC (of which Mr. Loeb is the Managing Member), on March 2, 2023, for 2,187 shares at
an exercise price of $2.08 per share (as adjusted in connection with the September 2023 1-for-16 reverse stock split).
Non-qualified
Deferred Compensation
There
was no executive non-qualified deferred compensation activity for either of our named executive officers for the year ended December
31, 2023.
Payments
and Benefits Upon Termination or Change in Control
Jan
H. Loeb
Under
the terms of the consulting agreement with Mr. Loeb, there are no amounts due under any termination scenario.
Tracy
S. Clifford
Under
the terms of the consulting agreement with Ms. Clifford, in the event of termination by the Company other than for cause, Ms. Clifford
shall be entitled to a continuation, for a period of six months following the date of such termination, of the monthly cash compensation
in effect at the time of such termination. There are no other amounts due under any other termination scenario under the terms of her
consulting agreement.
Compensation
of Directors
The
Board reviews non-employee director compensation on an annual basis. Our compensation policy for non-employee Directors for 2023 was
as follows:
Each
non-employee Director (other than the Executive Chairman) receives an annual retainer of $15,000, plus an annual grant on January 1 of
an option to purchase 625 shares of Company Common Stock.
Upon
a non-employee Director’s first election or appointment to the Board, such newly elected/appointed Director will be granted an
option to purchase 1,562 shares of Company Common Stock. Each option so granted to a newly elected/appointed Director shall vest for
the purchase of one-third of the shares purchasable under such option on each of the three anniversaries following the date of first
election or appointment.
All
options granted to non-employee Directors shall have an exercise price equal to the closing price of the Company’s Common Stock
on its then-current trading platform or exchange on the last trading day immediately preceding the date of grant, and shall, except as
described in the preceding paragraph, vest in four quarterly installments beginning on the grant date. Once vested, such options shall
be exercisable in whole or in part at all times until the earliest of (i) seven years from the date of grant or (ii) 18 months from the
date such Director ceases to be a Director, officer, employee of, or consultant to, the Company.
The
chair of the Audit Committee receives an additional annual retainer of $10,000; each Audit Committee member other than the chair receives
an additional annual retainer of $2,000.
Each
Director may, in his discretion, elect by written notice delivered on or before the first day of each calendar year whether to receive,
in lieu of some or all of his retainer and board fees, that number of shares of Company Common Stock as shall have a value equal to the
applicable retainer and board fees, based on the closing price of the Company’s Common Stock on its then-current trading platform
or exchange on the last trading day immediately preceding the first day of the applicable year. Once made, the election shall be irrevocable
for such election year and the shares subject to the election shall vest and be issued one-fourth upon the first day of the election
year and one-fourth as of the first day of each of the second through fourth calendar quarters thereafter during the remainder of the
election year. A newly-elected or appointed Director may, in his or her discretion, make such an election for the balance of the year
in which he or she was elected/appointed by written notice delivered on or before the tenth day after his or her election/appointment
to the Board, with the number of shares of Company Common Stock subject to such newly elected/appointed Director’s election to
be based on closing price of the Company’s Common Stock on its then-current trading platform or exchange on the last trading day
immediately preceding the day of such newly elected/appointed Director’s election/appointment.
The
following table sets forth information concerning the compensation earned for service on our Board of Directors during the fiscal year
ended December 31, 2023 by each individual who served as a director at any time during the fiscal year (other than Mr. Loeb who was not
separately compensated for his Board service).
DIRECTOR
COMPENSATION IN 2023
Name | |
Fees Earned or Paid in Cash ($) | | |
Option Awards ($) (1) | | |
All Other Compensation ($) | | |
Total ($) | |
Samuel M. Zentman | |
| 25,000 | (2) | |
| 2,306 | (1) | |
| — | | |
| 27,306 | |
Gary Mohr | |
| 17,000 | (3) | |
| 2,306 | (1) | |
| — | | |
| 19,306 | |
Peter Rabover | |
| 11,708 | (4) | |
| 5,389 | (5) | |
| | | |
| 17,097 | |
Michael F. Osterer | |
| 17,000 | (3) | |
| 2,306 | (1) | |
| — | | |
| 19,306 | |
|
(1) |
On
January 1, 2023, Samuel M. Zentman, Gary Mohr, and Michael F. Osterer were each granted 625 options to acquire stock in the Company.
The options had an exercise price of $5.60 and were to expire on January 1, 2030. The fair value of the options was determined using
the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 4.14% (ii) an expected term
of 3.7 years (iii) an assumed volatility of 94% and (iv) no dividends. |
|
(2) |
Represents
the annual retainer of $15,000 as a non-employee director and $10,000 received for services rendered as Chairman of the Audit Committee. |
|
(3) |
Represents
the annual retainer of $15,000 as a non-employee director plus $2,000 received for services rendered as a member of the Audit Committee. |
|
(4) |
Represents
the pro-rata annual retainer of $15,000 as a non-employee director from the date that Peter Rabover joined the Board. |
|
(5) |
On
March 21, 2023, Peter Rabover was granted 1,562 options to acquire stock in the Company. The options had an exercise price of $4.80
and were to expire on March 21, 2030. The fair value of the options was determined using the Black-Scholes option pricing model using
the following assumptions: (i) a risk-free interest rate of 3.79% (ii) an expected term of 4.5 years (iii) an assumed volatility
of 96% and (iv) no dividends. |
PROPOSAL
2
RATIFICATION
OF THE SELECTION OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
The
Audit Committee has selected Marcum LLP as the independent registered public accounting firm to perform the audit of our consolidated
financial statements for the year ending December 31, 2024. Marcum LLP representatives are expected to attend the 2024 Annual Meeting.
They will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
Marcum LLP is a registered public accounting firm with the Public Company Accounting Oversight Board (the “PCAOB”), as required
by the Sarbanes-Oxley Act of 2002 and the Rules of the PCAOB.
The
Board is asking our stockholders to ratify the selection of Marcum LLP as our independent registered public accounting firm. Although
current law, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and
supervise our independent registered public accounting firm, the Board considers the selection of the independent registered public accounting
firm to be an important matter of stockholder concern and is submitting the selection of Marcum LLP for ratification by stockholders
as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee in its discretion may select a different
independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests
of the Company and its stockholders.
Accounting
Fees
The
following table summarizes the fees billed to Acorn for professional services rendered by Friedman LLP (through September 8, 2022) and
its post-merger successor Marcum LLP (after September 8, 2022) for the years ended December 31, 2023 and 2022.
| |
2023 | | |
2022 | |
Audit fees | |
$ | 122,990 | | |
$ | 130,337 | |
Tax fees | |
| 13,511 | | |
| 10,859 | |
All other fees | |
| — | | |
| — | |
Total | |
$ | 136,501 | | |
$ | 141,196 | |
Audit
Fees were for professional services rendered for the audits of the consolidated financial statements of the Company, assistance with
review of documents filed with the SEC, consents, and other assistance required to be performed by our independent accountants. The audit
fees per the engagement letters were $121,000 for 2023 and $99,500 for 2022 which represents a 22% increase year over year. The difference
in the audit fees in the table above is due to the timing of when the audit services were performed.
Audit
Committee Pre-Approval Policies and Procedures
The
Audit Committee’s current policy is to pre-approve all audit and non-audit services that are to be performed and fees to be charged
by our independent auditor to assure that the provision of these services does not impair the independence of the auditor. The Audit
Committee pre-approved all audit and non-audit services rendered by our principal accountant in 2023 and 2022.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF MARCUM LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.
PROPOSAL
3
ADVISORY
VOTE ON EXECUTIVE COMPENSATION
We
are asking stockholders to cast an advisory vote on the compensation of our Named Executive Officers disclosed in the “Executive
and Director Compensation” section of this Proxy Statement. While this vote is non-binding, the Company values the opinions of
stockholders and will consider the outcome of the vote when making future compensation decisions.
The
Board believes that the objectives of our executive compensation program are appropriate for a company of our size and stage of development
and that our compensation policies and practices help meet those objectives. In addition, the Board believes that our executive compensation
program achieves an appropriate balance between fixed compensation and variable incentive compensation and pays for performance. The
Board also believes that the Company’s executive compensation programs effectively align the interests of our executive officers
with those of our stockholders by tying a significant portion of their compensation to the Company’s performance and by providing
a competitive level of compensation needed to recruit, retain and motivate talented executives critical to the Company’s long-term
success. Accordingly, we are asking our stockholders to approve the compensation of our named executive officers. This advisory vote
is not intended to be limited or specific to any particular element of compensation, but rather cover the overall compensation of our
named executive officers and the compensation policies and practices described in this proxy statement.
We
are asking our stockholders to vote FOR, in a non-binding vote, the compensation of the Company’s Named Executive Officers as disclosed
pursuant to Item 402 of Regulation S-K in this Proxy Statement under the heading “Executive and Director Compensation”.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
OTHER
MATTERS
The
Board of Directors of the Company is not aware of any other matters to be presented for action at the Annual Meeting other than those
listed in the accompanying Notice of Annual Meeting and described herein. If any other matters not described herein should properly come
before the meeting for stockholder action, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act,
in respect thereof in accordance with the Board of Directors’ recommendations.
ANNUAL
REPORT ON FORM 10-K
A
copy of the Company’s Annual Report covering the fiscal year ended December 31, 2023, including audited financial statements, is
enclosed with this Proxy Statement. Such report is not incorporated in this Proxy Statement and is not a part of the proxy soliciting
material.
STOCKHOLDER
LIST
A
list of stockholders of record as of the Record Date will be available during the Annual Meeting for inspection by stockholders for any
purpose germane to the Annual Meeting. In addition, the list of stockholders of record as of the record date will be made available,
through electronic means, for inspection by stockholders for any purpose germane to the Annual Meeting during the ten days preceding
the Annual Meeting. To request electronic access to the stockholder list, stockholders should submit their request, and proof of ownership
to the undersigned at AcornMeeting@gmail.com.
SOLICITATION
OF PROXIES
The
cost of soliciting proxies for the Annual Meeting will be borne by the Company. In addition to the use of the mails, proxies may be solicited
by in person interview, Internet, telephone, e-mail or facsimile. The Company will, upon request and in accordance with applicable regulation,
reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
|
|
By
Order of the Board of Directors, |
|
|
|
August
2, 2024 |
|
SHELDON
KRAUSE |
Wilmington,
Delaware |
|
Assistant
Secretary |
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/proxy_003.jpg)
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/proxy_004.jpg)
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/proxy_005.jpg)
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/image_001.jpg)
ANNUAL REPORT 2023
Cautionary
Note:
This
Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements expressing expectations regarding our future and projections relating
to prospects, sales, revenues and earnings are typical of such statements and are made under the Private Securities Litigation Reform
Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations
and contentions and are not historical facts and typically are identified by use of terms such as “may,” “will,”
“should,” “could,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “continue” and similar words, although some forward-looking
statements are expressed differently.
All
forward-looking statements are subject to the risks and uncertainties inherent in predicting the future. You should be aware that although
the forward-looking statements included herein represent management’s current judgment and expectations, our actual results may
differ materially from those projected, stated or implied in these forward-looking statements as a result of many factors, including,
but not limited to the recent downturn in the worldwide economy and its ongoing impact on our business and the business of our customers
and suppliers. These and other risks and uncertainties, many of which are addressed in more detail in our most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, could cause our actual results and developments
to be materially different from those expressed or implied by any of these forward-looking statements. We undertake no obligation to
update or revise such statements to reflect new circumstances or unanticipated events as they occur except as required by the federal
securities laws, and you are urged to review and consider disclosures that we make in the reports that we file with the Securities and
Exchange Commission that discuss other factors relevant to our business.
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/image_002.jpg)
COMPANY
DIRECTORY
HEADQUARTERS |
|
SUBSIDIARY |
|
INVESTOR
RELATIONS |
|
|
|
|
|
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/image_002.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/880984/000149315224029985/image_003.jpg) |
|
For
additional information regarding |
|
|
|
|
Acorn
Energy, Inc. please contact: |
1000
N West Street, Suite 1200 |
|
OmniMetrix,
LLC |
|
|
Wilmington,
DE 19801 |
|
4295
Hamilton Mill Road |
|
Catalyst
Global |
770-209-0012 |
|
Suite
100 |
|
212-924-9800 |
www.acornenergy.com |
|
Buford,
GA 30518 |
|
David
Collins or William Jones |
|
|
www.omnimetrix.net |
|
acfn@catalyst-ir.com |
|
|
|
|
|
DIRECTORS
& OFFICERS |
|
Jan
H. Loeb |
|
|
|
|
Acting
Chief Executive Officer |
|
|
Jan
H. Loeb |
|
|
|
INDEPENDENT
AUDITOR |
Director,
President and CEO |
|
Tracy
Clifford |
|
|
jloeb@acornenergy.com |
|
Chief
Operating Officer |
|
Marcum
LLP |
|
|
|
|
Certified
Public Accountants |
Gary
Mohr |
|
|
|
601
Route 73 North, Suite 400 |
Director |
|
|
|
Marlton,
NJ 08053 |
|
|
|
|
www.marcumllp.com |
Michael
F. Osterer |
|
|
|
|
Director |
|
|
|
|
|
|
|
|
LEGAL
COUNSEL |
Peter
Rabover |
|
|
|
|
Director |
|
|
|
Eilenberg
& Krause LLP |
|
|
|
|
46
East 43rd Street, 26th Floor |
Samuel
M. Zentman |
|
|
|
New
York, NY 10017 |
Director
|
|
|
|
www.eeklaw.com |
|
|
|
|
|
Tracy
Clifford |
|
|
|
|
Chief
Financial Officer |
|
|
|
REGISTRAR
& TRANSFER AGENT |
|
|
|
|
|
George
Morgenstern |
|
|
|
Vstock
Transfer, LLC |
Founder
and Chairman Emeritus |
|
|
|
18
Lafayette Place |
|
|
|
|
Woodmere,
NY 11598 |
|
|
|
|
www.vstocktransfer.com |
Acorn Energy (QB) (USOTC:ACFND)
過去 株価チャート
から 8 2024 まで 9 2024
Acorn Energy (QB) (USOTC:ACFND)
過去 株価チャート
から 9 2023 まで 9 2024