Ursula Ungaro

About Ursula Ungaro

Ursula Ungaro, J.D., age 74, has served on Longeveron’s Board since June 2021. She is a partner at Boies Schiller Flexner LLP and previously served 29 years as a federal judge on the U.S. District Court for the Southern District of Florida (appointed in 1992). She graduated with honors from the University of Florida School of Law and earlier served as a trial judge on Florida’s Eleventh Judicial Circuit (1987–1992), with prior private practice in complex commercial litigation including securities, corporate and tax law .

Past Roles

External Roles

Board Governance

• Committee leadership: Chair, Compensation Committee (members: Ungaro, Baluch, Kender) .
• Committee membership: Member, Nominating & Corporate Governance Committee (chair: Hajjar; members: Motwani, Ungaro) .
• Independence: Board determined Compensation and Nominating & Corporate Governance committee members are independent under Nasdaq and SEC rules; all are non‑employee directors for Rule 16b‑3 .
• Engagement: Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Compensation Committee met 6 times; Nominating & Corporate Governance met 4 times; Audit Committee met 4 times .
• Election support: At the July 2, 2024 annual meeting, Ungaro received 7,314,716 “For” votes, 116,622 “Withheld,” and 1,903,807 broker non‑votes .

Fixed Compensation

Notes: 2024 stock awards reflect RSUs granted (aggregate grant-date fair value under ASC 718); no options granted to directors in 2024 .

Performance Compensation

Grant detail (initial appointment): 5,000 RSUs granted on June 1, 2021; vesting 50% at grant, remaining 25% annually on anniversary; grant-date price $6.56 per RSU .

Other Directorships & Interlocks

No other public company directorships disclosed for Ungaro .

Expertise & Qualifications

• Legal and governance expertise: 29 years as federal judge; extensive complex litigation across constitutional, securities, equal rights, and stem cell-related legal domains .
• Corporate governance experience: Prior and current board committee leadership (Compensation Chair; Nominating member) .
• Education: University of Florida School of Law (honors) .
• Recognition: ORT Jurisprudence Award; multiple recognitions for law and community service .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with deep judicial background and chair of the Compensation Committee—a positive signal for pay oversight rigor .
  • Active committee cadence (Compensation: 6 meetings; Nominating: 4 meetings in 2024), and Board-level attendance at or above required thresholds, indicating engagement .
  • Director election support in 2024 suggests investor confidence (7.31M “For”; 116.6k “Withheld”) .
  • Use of third-party compensation consultant (Compensation Advisory Partners) for executive benchmarking and program structure in 2024, overseen by Compensation Committee chaired by Ungaro—good governance practice .

• Alignment:

  • Mixed cash and equity (time-based RSUs) compensation structure for directors; unvested RSUs/options indicate ongoing equity alignment, though no disclosed performance-based equity for directors .

• Conflicts and related-party exposure:

  • 2021 appointment filing stated no related-party transactions requiring Item 404(a) disclosure with respect to Ungaro; indemnification agreement in standard director form .
  • Company 8-Ks and financing documents note no affiliate transactions in excess of $120,000 except as set forth in SEC reports; no specific director-related transactions identified for Ungaro .

• Watch items / RED FLAGS:

  • No explicit disclosure of director stock ownership guidelines or compliance status—limits visibility into “skin-in-the-game” beyond unvested awards .
  • Law firm partnership (Boies Schiller Flexner) could pose potential conflicts if the firm were to represent parties with interests related to LGVN; currently, no related-party transactions disclosed for Ungaro .
  • Board changes in late 2025 (resignations of Baluch and Motwani) alter committee composition and may affect governance continuity; monitor implications for Compensation and Audit committees where Ungaro is involved .

Director Election and Plan Vote (2024)

Director Compensation Detail (Grant Mechanics)

Related Party & Independence Statements

• 2021 8-K: No arrangements/understandings for her selection; no transactions requiring Item 404(a) disclosure; standard indemnification agreement .
• Committee independence explicitly affirmed for Compensation and Nominating & Corporate Governance committees .