Manjit Kalha
About Manjit Kalha
Independent director of The LGL Group, Inc. since 2011; age 49. He currently chairs the Audit, Compensation, and Nominating Committees and also serves on the Investment Committee. Background includes senior roles across investment management, M&A, and finance; education includes a BA (Hons) in Economics from the University of Delhi and an MBA from MIT; he is also a Chartered Accountant. The Board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jeet Associates Private Limited (New Delhi) | Chief Executive Officer and Director | 2006–2024 | Strategy, finance and taxation advisory leadership |
| Arthur Andersen India Private Limited | Chartered Accountant | 1996–1999 | Professional services; accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gabelli Merger Plus+ Trust Plc | Executive Officer | 2023–present | Mutual fund trust; capital markets exposure |
| Teton Advisors, Inc. | Vice President | 2022–present | Public asset manager; governance/controls experience |
| PMV Consumer Acquisition Corp., Inc. | Executive Vice President – Finance | 2020–present | SPAC/transaction execution |
| Horizon Research Advisors | Managing Director | 2012–present | Investment management/research services |
| Horizon AMC | Chief Executive Officer | 2008–present | Investment management/consulting |
Board Governance
- Independence and attendance: Board determined Kalha is independent; during 2024, the Board held six meetings and all directors attended at least 75% of Board and committee meetings (all directors attended the 2024 annual meeting).
- Audit Committee financial expert: The Board identified Kalha as an “audit committee financial expert.”
- Committee assignments and 2024 cadence:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 6 |
| Compensation | Chair | No formal meetings; met informally throughout the year |
| Nominating | Chair | 2 |
| Investment | Member | 3 |
- Board composition context: Five independent directors and one non-independent director as of the 2025 proxy.
Fixed Compensation
- Non-employee director pay structure (for 2024 service): base annual cash retainer $10,000; per-meeting fees of $2,000 (in-person Board), $750 (telephonic Board and all committee meetings); chair retainers: Audit $2,000; Compensation $1,000; Nominating $1,000; Board Chair retainer $2,500.
| Component | Amount (USD) |
|---|---|
| Base annual cash retainer | $10,000 |
| Board meeting (in person) | $2,000 per meeting |
| Board meeting (telephonic) | $750 per meeting |
| Committee meeting (any) | $750 per meeting |
| Audit Committee Chair retainer | $2,000 |
| Compensation Committee Chair retainer | $1,000 |
| Nominating Committee Chair retainer | $1,000 |
| Equity retainer (see Performance Compensation) | $15,000 grant (3/25/2025; 3-yr vest) |
- 2024 actual director compensation (cash only; no equity granted in 2024 to directors): Kalha earned $39,500 in fees.
| Director | 2024 Fees Earned or Paid in Cash | 2024 Stock Awards | Total |
|---|---|---|---|
| Manjit Kalha | $39,500 | — | $39,500 |
Performance Compensation
- Equity for directors: Non-employee directors were granted $15,000 of restricted stock awards on March 25, 2025 with a three-year vesting period (time-based; not performance-based). No equity grants were made to non-employee directors during fiscal 2024.
| Grant Date | Instrument | Grant Value | Vesting |
|---|---|---|---|
| March 25, 2025 | Restricted Stock Awards | $15,000 | Three-year vesting |
Director equity is time-based; there are no disclosed director-specific performance metrics. Executive incentive metrics (for NEOs, not directors) include revenue growth, EBITDA, EPS, ROE (short-term) and total market value growth (long-term) under the 2021 Incentive Plan.
Other Directorships & Interlocks
- Other current/former public company directorships: None listed for Kalha.
| Public Company | Role | Tenure |
|---|---|---|
| — | None disclosed | — |
- Potential interlock of note: Teton Advisors, Inc. – Kalha serves as Vice President, while LGL director Darlene DeRemer is a director of Teton Advisors, Inc.
| External Organization | Kalha’s Role | Other LGL Director/Role | Interlock Relevance |
|---|---|---|---|
| Teton Advisors, Inc. | Vice President | Darlene DeRemer – Director (2023–Present) | Overlapping affiliations may raise perceived conflict/independence questions; monitored via committee oversight |
Expertise & Qualifications
- Financial expertise; M&A experience; manufacturing industry exposure; governance experience.
- Education: BA (Hons) Economics, University of Delhi; MBA, MIT; Chartered Accountant credential.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 29,933 shares (<1% of outstanding) |
| Shares outstanding (record date) | 5,389,211 (as of April 25, 2025) |
| Hedging/pledging policy | Company discourages but does not prohibit hedging or pledging by directors/officers/employees (policy gap) |
| Section 16(a) compliance (2024) | Company believes all required insider filings were timely and correct in 2024 |
Say-on-Pay & Shareholder Feedback
| Year/Meeting | Result |
|---|---|
| 2024 Say-on-Pay (prior annual meeting) | ~96% approval of NEO compensation (advisory) |
| 2025 Annual Meeting – Proposal 2 (Say-on-Pay) | For: 2,129,220; Against: 8,684; Abstain: 9,675; Broker non-votes: 1,141,115 |
Related Party Transactions (Conflict Monitoring)
- Investments with related parties: As of Dec 31, 2024, $34.2M of cash equivalents/marketable securities managed by GAMCO-related funds; fees ~8 bps in 2024. Oversight described includes Investment Committee review of portfolio exposure to investments in or managed by related parties.
- M-tron Industries arrangements (post-spin): Transitional services ($4,000 net monthly to MtronPTI), tax indemnity/sharing agreement, and cost-sharing of certain employee salaries ($105,000 reimbursed in 2024).
Potential conflict lens: Given Kalha’s roles within Gabelli-affiliated entities (e.g., Teton) and LGL’s use of GAMCO-managed vehicles, perceived conflicts could arise; LGL’s Investment Committee (of which Kalha is a member) explicitly oversees related-party investment exposure.
Insider Trades
- The proxy indicates no delinquent Section 16(a) filings in 2024; individual Form 4 transaction details are not provided in the proxy. Investors should review SEC Form 4 filings for transaction-level data.
Governance Assessment
- Strengths:
- Independent director with deep finance/M&A expertise; designated audit committee financial expert.
- Chairs three key committees (Audit, Compensation, Nominating), signaling strong governance influence and subject-matter depth.
- High shareholder support on say-on-pay (96% prior year; strong 2025 vote tally).
- Watch items / RED FLAGS:
- Compensation Committee held no formal meetings in 2024 (met informally) despite chairing; formal cadence may be expected by some investors.
- Company discourages but does not prohibit hedging/pledging of company stock, a policy gap versus best practice.
- Overlapping affiliations in the Gabelli ecosystem (e.g., Teton/GAMCO) combined with LGL’s related-party investment activity could create perceived conflicts; mitigated by Investment Committee oversight, but continued scrutiny warranted.
Overall implication: Kalha brings material financial oversight capabilities and continuity to LGL’s board. Concentration of committee chair roles enhances influence but heightens the need for robust formal processes (e.g., regular documented Compensation Committee meetings) and clear conflict-mitigation given related-party exposures.