Donna Grier
About Donna H. Grier
Donna H. Grier, 67, has served as an independent director of KULR since April 15, 2024, and is an SEC-qualified financial expert with deep experience in finance, internal audit, M&A, and process improvement . She previously held senior finance roles at E. I. DuPont de Nemours, including Vice President–Treasurer and Vice President–General Auditor & Chief Ethics and Compliance Officer; she also served as CFO of DuPont’s $5.5B Safety & Protection division and led finance for DuPont Europe . Grier holds an MBA from the University of Chicago Booth School of Business and a BA in Economics and Psychology from Washington & Jefferson College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E. I. DuPont de Nemours | Vice President–Treasurer; Vice President–General Auditor & Chief Ethics & Compliance Officer | c. 2009–2019 (retired 2019) | Led internal audit and ethics/compliance; enterprise finance leadership |
| DuPont Safety & Protection Division | Finance Director and CFO for $5.5B division | 2004–2008 | Oversaw financial management across advanced materials, building innovations, safety solutions, chemical solutions |
| DuPont Europe | Head of all financial aspects for DuPont Europe | 1999–2003 | Regional finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Advanced Metals (private) | Director; Audit & Risk Management Committee Chair | Since June 2020 | Privately held supplier of tantalum products |
| Washington & Jefferson College | Trustee; former Chair of the Board of Trustees | Since July 2022 | Higher education governance |
| Pyxus International (NYSE: PYX until 2020) | Director; Audit Committee Chair | Nov 2018–Aug 2020 | Global agricultural company |
| 4BMining (private) | Director; Audit Committee Chair | Current (as disclosed) | Privately held iron ore producer |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation Committee and Nominating & Corporate Governance Committee; the Board determined she meets independence criteria under SEC and NYSE American rules .
- Audit Committee financial expert: The Board affirmed Grier meets audit committee financial expert qualifications; Audit Committee met 4 times in 2024 .
- Compensation and Nominating & Corporate Governance Committees: Grier served as a member; Compensation Committee met 2 times in 2024 and acted thrice by unanimous written consent; Nominating & Corporate Governance met 2 times in 2024 .
- Board attendance: 100% attendance at Board and committee meetings in 2024; Board met 7 times and acted 10 times by unanimous written consent .
- Executive sessions: Board and committees meet in executive session without management; Audit Committee meets quarterly in executive session with the auditor .
Fixed Compensation
| Component | 2024 | 2025 (effective June 6, 2025) |
|---|---|---|
| Cash retainer (non-lead independent director) | $17,500 per quarter ($70,000 annual) | $97,500 annual cash compensation (Audit Committee chair) |
Notes:
- The 2024 proxy outlines the non-lead independent director quarterly cash compensation established upon board changes in April 2024 .
- The June 6, 2025 Form 8-K discloses the cash compensation adjustment for Grier as Audit Committee chair to $97,500 annually .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Conditions/Notes |
|---|---|---|---|---|
| Common stock award (director equity grant) | Apr 15, 2024 | 140,000 shares | 35,000 vest on Jun 30, 2024; remainder vest quarterly thereafter (subject to continued service) | Award recorded on Form 4; post-award ownership 140,000 shares |
| RSUs (director grant) | Jun 6, 2025 | 105,040 RSUs | Two equal installments every six months following June 6, 2025 | Vesting contingent on continued service and shareholder approval of new equity plan |
- Performance metrics tied to director awards: None disclosed for Grier’s director equity grants; vesting is time-based and subject to continued service and plan approval .
Other Directorships & Interlocks
| Company | Relationship to KULR | Potential Interlock/Conflict |
|---|---|---|
| Pyxus International | No disclosed business with KULR | No related-party transactions disclosed involving Grier |
| Global Advanced Metals | No disclosed business with KULR | No related-party transactions disclosed involving Grier |
| 4BMining | No disclosed business with KULR | No related-party transactions disclosed involving Grier |
| Washington & Jefferson College | Non-profit trustee role | No related-party transactions disclosed |
Expertise & Qualifications
- SEC-qualified audit committee financial expert; extensive internal audit and ethics/compliance leadership .
- Senior finance leadership and international experience (Europe and South America), including divisional CFO responsibilities and M&A execution at DuPont .
- Advanced education: MBA (Chicago Booth), BA (Washington & Jefferson College) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Sep 24, 2025 | 17,500 | <1% | Footnote: consists of 17,500 vested shares granted on Apr 15, 2024 (reflects 1-for-8 reverse split) |
- Vested vs. unvested: Proxy footnote identifies 17,500 vested shares; unvested holdings not itemized in the beneficial ownership table. Additional RSU award from Jun 6, 2025 contingent on plan approval and vesting schedule .
- Pledging/Hedging: No pledging of company stock or hedging arrangements disclosed for Grier .
- Ownership guidelines: No director ownership guideline disclosure specific to Grier found in proxy materials; company-wide policies (Code of Ethics, Insider Trading Policy, Clawback) are disclosed .
Insider Trades
| Filing Date | Transaction Date | Form | Type | Quantity | Price | Post-Transaction Ownership |
|---|---|---|---|---|---|---|
| Apr 12, 2024 | Apr 02, 2024 | 3 | Initial Statement of Beneficial Ownership | – | – | – |
| Apr 12, 2024 | Apr 12, 2024 | 4 | Award (A) – Common Stock | 140,000 | $0.00 | 140,000 shares owned |
Source: Insider-trades skill (Form 4/3) showing KULR insider transactions and positions for “Grier Donna Haley” during 2024–2025.
Governance Assessment
- Strengths:
- Independent director and Audit Committee financial expert, serving as Audit Chair—supports robust oversight of financial reporting and auditor independence .
- Perfect attendance in 2024 across Board and committees indicates high engagement and reliability .
- Audit Committee explicitly reviewed auditor independence and recommended inclusion of audited financial statements in the 10-K, signaling active governance involvement .
- Alignment and incentives:
- Equity grants (Apr 2024 common stock award; Jun 2025 RSUs) provide equity exposure; however, owned shares are <1% of outstanding—a modest “skin-in-the-game” level typical for small-cap directors .
- Conflicts and red flags:
- Related-party transactions: Company reports none above thresholds involving directors; Audit Committee oversees any such transactions via defined procedures .
- No disclosure of pledging, hedging, loans, or tax gross-ups for directors; Clawback policy adopted Nov 29, 2023, which supports governance best practices .
- Board leadership remains combined CEO/Chair with a Lead Independent Director mitigating structure; investors should note CEO’s outsized voting power via Series A Preferred (affects overall governance context, not Grier-specific) .
Appendix: Committee Composition Snapshot (2024–2025)
| Committee | Members (2025 Proxy) | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Donna H. Grier; Dr. Joanna Massey; Aron Schwartz | Grier | 4 |
| Compensation | Dr. Joanna Massey; Donna H. Grier; Aron Schwartz | Schwartz (Massey prior to Jun 6, 2025) | 2; 3 actions by unanimous consent |
| Nominating & Corporate Governance | Dr. Joanna Massey; Donna H. Grier; Aron Schwartz | Massey | 2 |
All citations: , and SEC/Company web sources as linked above.