Michael McManus
About Michael A. McManus
Independent director at UAMY since August 2023; age 82 as of June 6, 2025. Career spans public company CEO roles (medical devices, banking, pharma), senior U.S. government experience, and board service. Education: BA Economics (University of Notre Dame) and JD (Georgetown University Law Center); U.S. Army Infantry service (1968–1970). Designated audit committee financial expert; deemed independent under NYSE American rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Misonix, Inc. | President, CEO, Director | Since 1998 (prior service noted) | Led public company operations in medical/scientific devices |
| New York Bancorp Inc. | President & CEO | 1991–1998 | Led public financial institution |
| Jamcor Pharmaceuticals Inc. | President & CEO | 1990–Nov 1991 | Executive leadership in pharma |
| The White House | Assistant to the President of the United States | 1982–1985 | Senior government experience |
| Pfizer Inc.; Revlon Group | Management roles | Not disclosed | Big-cap operating and commercial experience |
External Roles
| Organization | Role | Timing |
|---|---|---|
| Novavax, Inc. | Director (biotech) | Prior service (dates not specified) |
Interlock note: UAMY’s CEO/Chair Gary C. Evans also previously served for 24 years as a director (and former Chair/CEO/Lead Director) at Novavax, indicating a historical network overlap, not disclosed as a current conflict.
Board Governance
- Independence: Board-designated independent (NYSE American Section 803A).
- Committees: Member, Audit; Compensation; Nominating & Corporate Governance.
- Audit Committee Financial Expert: McManus designated per Item 407(d)(5), also signs Audit Committee Report.
- 2024 Meetings: Board held 12 regular meetings; each incumbent director attended at least 75% of board and committee meetings.
- Committee activity (FY 2024): Audit (4 meetings), Compensation (3), Nominating & Corporate Governance (2).
- Related-party transactions: None reported since the beginning of FY2024.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash Fees | $54,067 | $133,000 |
| Stock Awards (RSUs, fair value) | $0 | $55,000 |
| Option Awards (fair value) | $0 | $80,000 |
| Total | $54,067 | $268,000 |
Director fee framework (effective since Apr 1, 2023): $65,000 annual retainer per director; $70,000 additional for chair; $30,000 for lead director; committee chair retainers: Audit $20,000, Compensation $13,500, Nominating $13,500; committee member retainers: Audit $10,000, Compensation $7,500, Nominating $5,000; per-meeting fees: Board $2,500; Audit: chair $2,000, member $1,500; Compensation and Nominating: chair/member $1,500. Determined using a study by an independent firm using peer data.
Performance Compensation
| Equity Award Type | Grant/Status | Detail |
|---|---|---|
| Director RSUs | Granted Q1 2024 | 166,667 RSUs outstanding as of May 30, 2024 |
| Director Options | Granted Q1 2024 | 500,000 options outstanding as of May 30, 2024 (exercise price/vesting not disclosed for directors) |
| Performance Metrics | Not disclosed | Director awards disclosed as RSUs/options; no specific performance metrics attached to director equity disclosed. Plan allows performance share awards at committee discretion. |
Plan mechanics: RSUs/DSUs settle in stock at vest; dividend equivalents may accrue per award agreements; committee may accelerate/remove restrictions; performance share awards possible with committee-set goals/periods.
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Novavax, Inc. | Director (prior) | Historical overlap: UAMY CEO/Chair Gary Evans also served long-tenured NVAX director, suggesting a network tie (not a disclosed related-party). |
Expertise & Qualifications
- Financial expert: Meets SEC “audit committee financial expert” standard; part of three key board committees.
- Cross-industry CEO experience (devices, banking, pharma) and capital markets exposure.
- Legal training (JD) and senior U.S. government service, relevant to regulatory oversight.
Equity Ownership
| As-Of Date | Beneficial Ownership (shares) | Percent of Class | Shares Acquirable Within 60 Days | Notes |
|---|---|---|---|---|
| May 30, 2024 | 83,333 | 0.1% | Not disclosed for 2024 | Early-stage accumulation post-appointment. |
| June 6, 2025 | 581,965 | 0.5% | 22,733 | Indicates meaningful increase in alignment YoY. |
- Outstanding director equity positions as of May 30, 2024: 166,667 RSUs and 500,000 options (counts reflect grants under 2023 Equity Incentive Plan).
- Pledging/Hedging: No pledging disclosed; Company states it does not have policies regarding hedging or offsetting declines in registrant equity securities (governance risk).
- Section 16 compliance: Company disclosed Mr. McManus filed Form 3 late prior to the 2024 proxy; no late filing for him noted in 2025 proxy (others cited).
Governance Assessment
Strengths
- Independent director across all major committees; designated audit committee financial expert, bolstering financial oversight.
- Solid engagement: Board met 12 times in 2024 with at least 75% attendance by each director; active committees.
- Ownership alignment improved: beneficial holdings rose to 0.5% by mid-2025; additional acquirable shares indicate further exposure.
Watch items / RED FLAGS
- Hedging policy absence: Company discloses no practices/policies restricting hedging, which can weaken alignment signals.
- Section 16 timeliness: Prior late Form 3 filing noted for McManus (administrative but still a compliance miss).
- Equity plan dilution backdrop: Company expanded equity plan capacity significantly in 2025; monitor ongoing grant practices and director award sizing vs peers.
Context on Director Pay Mix and Process
- 2024 director pay balanced between cash ($133k) and equity ($135k in RSUs/options) for McManus, aligning incentives with shareholders; director pay levels set using independent firm peer study.
- No related-party transactions reported involving McManus since the beginning of FY2024.