Darlene DeRemer
About Darlene DeRemer
Independent director of The LGL Group, Inc. since 2023; age 69 in the 2025 proxy. She holds a BS in Finance and Marketing and an MBA from Syracuse University, and currently serves as Advisory Partner at Grail Partners LLC, an investment banking and merchant bank focused on financial services. The Board designates her as independent under NYSE American rules and as an audit committee financial expert; she chairs LGL’s Investment Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grail Partners LLC | Managing Partner | 2005–2019 | Led financial services investment banking; governance and management credentials cited for LGL nomination |
| Grail Partners LLC | Advisory Partner | 2019–Present | Ongoing advisory role in financial services transactions |
| Syracuse University | Board of Trustees | Not disclosed | Higher-education board experience; governance insight |
| Confluence Technologies, Inc. | Director | 2018–2021 | Prior board experience in fintech/data ops |
| United Capital Wealth Advisors | Director | 2008–2019 | Prior wealth management board role |
| Alpha Healthcare Acquisition Corp. III | Director | 2021–2023 | SPAC board experience; M&A/transaction oversight |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Teton Advisors, Inc. | Director | 2023–Present | Public company board; multiple LGL directors also hold Teton roles (interlocks) |
| VALIC Company I | Director/Trustee | 2022–Present | Mutual fund complex oversight |
| ARK ETF Trust | Trustee | 2014–Present | ETF trust governance |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board has determined DeRemer is independent (NYSE American rules) |
| Committee Memberships | Audit; Compensation; Nominating; Investment (Chair) |
| Audit Committee Expertise | Designated “audit committee financial expert” under SEC rules |
| 2024 Board Meetings | 6 meetings; all directors attended ≥75% of Board and committee meetings on which they served (DeRemer included) |
| 2024 Committee Meetings | Audit: 6; Nominating: 2; Investment: 3; Compensation: no formal meetings (met informally) |
| 2024–2025 Shareholder Support | 2024 election “For” votes: 3,023,026 (broker non-votes 1,106,046) ; 2025 “For” votes: 2,136,172 (broker non-votes 1,141,115) |
Fixed Compensation
| Component | 2024 Structure ($) | Notes |
|---|---|---|
| Base annual cash retainer | 10,000 | Quarterly payments in arrears |
| Per meeting (Board in person) | 2,000 | Cash |
| Per meeting (telephonic) | 750 | Cash |
| Committee meeting fee | 750 | Cash |
| Committee chair cash retainers | Audit 2,000; Compensation 1,000; Nominating 1,000 | Investment Committee chair retainer not specified |
| Chairman cash retainer | 2,500 | Paid to Board chair (not DeRemer) |
| Director | Fees Earned (Cash) 2024 ($) | Stock Awards 2024 ($) | Total 2024 ($) |
|---|---|---|---|
| Darlene DeRemer | 20,750 | — | 20,750 |
Performance Compensation
| Grant Type | Grant Date | Grant Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Award (Director annual equity) | March 25, 2025 | 15,000 | Three-year vesting period | None disclosed; equity is time-based, not performance-conditioned |
| Restricted Stock Award (2023) | December 8, 2023 | 15,002 | Not detailed in proxy; reflected in director compensation table | None disclosed |
No director performance metrics (e.g., revenue/EBITDA/TSR-linked) are tied to director compensation; equity awards are time-vested and non-option. The Company’s performance metrics (revenue growth, EBITDA, EPS, ROE, market value) apply to executive incentives under the 2021 Incentive Plan, not director pay .
Other Directorships & Interlocks
| Link | Nature | Governance Implications |
|---|---|---|
| Teton Advisors, Inc. | DeRemer, Marc Gabelli (Interim CEO), and Manjit Kalha hold roles at/with Teton Advisors | Information flow and potential influence; underscores need for robust independence and related-party oversight |
| GAMCO-related investments | LGL invests cash equivalents/marketable securities in GAMCO-managed funds ($34.2mm at 12/31/2024; fees ~8 bps) | Related-party exposure overseen by Board/Investment Committee; DeRemer chairs Investment Committee in 2025 |
Expertise & Qualifications
- Financial expertise, governance, M&A; prior CEO experience cited in the skills matrix. Designated audit committee financial expert.
- Extensive financial services background via Grail Partners, mutual fund/ETF boards.
Equity Ownership
| Period | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| As of April 25, 2025 | 5,182 | <1% | Shares outstanding: 5,389,211; star denotes “Less than 1%” in table |
| As of September 30, 2024 | 2,874 | <1% | Shares outstanding: 5,373,055; star denotes “Less than 1%” |
- Options held: None disclosed for directors; executive outstanding stock options are not present, and director tables show RS awards only.
- Hedging/Pledging: Company discourages but does not prohibit hedging or pledging by insiders (policy gap; potential misalignment risk).
Governance Assessment
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Strengths:
- Independent status, audit committee financial expert designation, and service across Audit, Compensation, Nominating, and Investment (Chair) bolster board effectiveness.
- Documented attendance at least 75% for 2024; consistent board/committee engagement; robust shareholder support in 2024–2025 elections.
- Investment Committee oversight specifically addresses related-party investment exposure (e.g., GAMCO-managed funds), with DeRemer as chair in 2025.
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Potential Risks / RED FLAGS:
- Hedging/pledging not prohibited by policy; discouragement-only stance can weaken alignment if used.
- Related-party exposure via GAMCO-managed funds and board interlocks with Teton Advisors require vigilant independence and recusal practices; Investment Committee oversight partially mitigates.
- No disclosed director stock ownership guidelines; limited transparency on ownership alignment thresholds for directors. (Not disclosed in proxies)
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Compensation Mix Signals:
- 2023 director pay included equity RS awards ($15,002); 2024 pay was cash-only for directors with planned 2025 RS grants ($15,000, 3-year vesting). Shift reflects time-based equity retention rather than performance-conditioned incentives; no options repricing or performance PSU structures disclosed.
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Shareholder Feedback:
- Say-on-pay approval strong: ~96% “For” at 2025 AM (for executives; directional governance signal).
Overall: DeRemer’s committee breadth and investment oversight leadership support governance quality. Key watch items are policy gaps on hedging/pledging and persistent related-party investment ties; continued clear disclosures and rigorous committee oversight mitigate investor confidence risks.