Richard A. Zordani
About Richard A. Zordani
Independent director since September 2020; age 53. Director of Shareholder Services at Uline, Inc. since 2013; previously Vice President at Diversified Financial Management Corp. (Pritzker family office) and Audit Manager at Altschuler, Melvoin & Glasser LLP (now RSM McGladrey). Registered CPA (Illinois) with a BS from the University of Illinois at Urbana–Champaign. The Board has designated him an audit committee financial expert and independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversified Financial Management Corp. (Pritzker family office) | Director & Vice President advising on complex legal/tax structures | 2003–2013 | Finance, tax and governance advisory for entities/trusts |
| Altschuler, Melvoin & Glasser LLP (now RSM McGladrey) | Audit Manager | 1996–2003 | Public accounting, audit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uline, Inc. | Director of Shareholder Services | 2013–present | Uline is led by Richard E. Uihlein (GALT Chairman); functional proximity to major lender/shareholder to GALT (see Related Party Transactions) – |
Board Governance
- Committees: Audit (Chair); members: Zordani (Chair), Kary Eldred, Kevin D. Freeman; met 4 times in 2024. Responsibilities include financial reporting oversight, auditor independence, internal controls, and review/approval of related-party transactions. Zordani designated “audit committee financial expert.”
- Other committees: Nominating & Governance; Compensation (not listed as member).
- Independence: Board determined Zordani is independent under NASDAQ and SEC Rule 10A-3 for Audit Committee.
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board/committee meetings.
- Years of service: Director since 2020.
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Cash fees | 55,000 | Annual director cash plus committee/Chair retainers earned in 2024 |
| Equity (Options) – grant-date fair value | 58,000 | 50,000 options granted Jan 24, 2024; vest in full Dec 31, 2024; Black-Scholes valuation |
| Restricted Stock/RSUs | — | None disclosed for Zordani in 2024 |
| Total | 113,000 | Sum of cash and option fair value |
Director cash retainer structure (program terms):
- Base annual retainer: $35,000; Audit Committee member: +$7,500; Audit Committee Chair: +$7,500; Compensation Committee member: +$5,000; Nominating & Governance Committee member: +$3,500; Investor Relations/PR Committee member: +$3,500.
Performance Compensation
| Equity Award | Grant Date | # Options | Exercise Price | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| Non-employee director option grant | Jan 24, 2024 | 50,000 | $1.72 | Vests 100% on Dec 31, 2024 | 58,000 |
- No director performance-conditioned metrics disclosed (e.g., TSR, revenue, EBITDA). Options are time-vested; equity mix aligns director incentives with shareholder value through stock price appreciation.
Other Directorships & Interlocks
| Person/Entity | Connection | Potential Interlock/Exposure |
|---|---|---|
| Richard E. Uihlein | GALT Chairman; Uline CEO/Chairman; major GALT lender and holder | Multiple convertible notes/lines of credit and warrants provided to GALT by Uihlein; Zordani’s Uline role creates proximity to a related party overseen by Audit Committee he chairs – |
Expertise & Qualifications
- CPA (Illinois); audit and financial reporting expertise; designated Audit Committee financial expert.
- Corporate finance/tax structuring for complex entities and trusts (Pritzker family office).
- Shareholder services and governance practices in a large private enterprise (Uline).
Equity Ownership
| Metric (as of Sep 22, 2025) | Value | Notes |
|---|---|---|
| Total beneficial ownership (Common) | 284,853 shares | Includes rights exercisable within 60 days per SEC rules |
| Ownership % of Common | <1% | Denoted “*” in proxy |
| Options exercisable within 60 days | 240,000 | Director options exercisable within 60 days of Oct 1, 2025 |
| Director options held (Dec 31, 2024) | 240,000 | Total options outstanding at year-end |
| Pledged shares | Not disclosed | No pledging disclosure specific to Zordani |
Governance Assessment
-
Strengths:
- Audit Committee Chair with CPA credentials; designated financial expert — supports robust oversight of reporting and controls.
- Confirmed independence under NASDAQ and SEC Rule 10A-3; attended at least 75% of meetings.
- Director compensation moderate and equity-linked via options; aligns with shareholder outcomes.
-
Risks and potential conflicts:
- Related-party concentration: GALT’s financing heavily reliant on Chairman Richard E. Uihlein via multiple convertible notes, lines of credit, warrant issuances (2017–2025), and conversions; Audit Committee (chaired by Zordani) is responsible for related-party oversight. Zordani’s concurrent Uline role increases perceived conflict risk in supervising transactions involving Uihlein/Uline sphere. –
- Hedging policy: Company has not adopted an anti-hedging policy; may weaken alignment safeguards for directors/executives though Insider Trading Policy exists.
- Control/ownership: Uihlein beneficially owns ~46.1%–48.4% equivalent voting power through common, warrants, and convertible notes; outsized influence can limit minority investor voice.
-
Shareholder signals:
- Say-on-pay approval ~90% (2022), suggesting broad support for compensation practices; Board recommends triennial say-on-pay and is again seeking advisory approval in 2025.
RED FLAGS
- Chairing Audit Committee while employed at Uline (led by GALT’s principal lender/chairman) in the presence of extensive related-party financing may present perceived independence challenges despite formal independence designation; vigilance on recusals/robust related-party review is warranted. –
- Absence of an anti-hedging policy could permit transactions that weaken alignment.