Romulo Pontual
About Romulo C. Pontual
Independent Class II director at Universal Electronics Inc. since 2022; age 65. Technology advisor and seasoned engineering executive—former EVP & CTO at DirecTV (2004–2015) and EVP, Television Platforms at News Corporation (1996–2004), with earlier senior engineering roles at SES Satellites and Embratel. Education: BSc (Universidade Federal Fluminense), specialization in Satellite Communications (PUC-Rio), and INSEAD YMP in Business Administration; designated independent by UEIC under NASDAQ and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DirecTV | EVP & Chief Technology Officer | 2004–2015 | Led subscription broadcasting technology; deep product and platform expertise relevant to UEIC . |
| News Corporation | EVP, Television Platforms | 1996–2004 | Served on boards of Sky Brazil, Innova, iDirect; drove TV platform development . |
| SES Satellites; Embratel | Senior engineering roles | Prior to 1996 | Satellite and telecom engineering foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greenwave Systems, Inc. | Director | 2016–May 2019 | Private company; technology advisor network . |
| Sky Brazil; Innova; iDirect | Board member (during News Corp tenure) | 1996–2004 | Industry boards tied to TV platforms . |
Board Governance
| Item | Details |
|---|---|
| Board tenure | Director since 2022; reelected in 2024 to serve until 2026 Annual Meeting . |
| Independence | Board determined independent; meets NASDAQ independence; no material relationships beyond board service . |
| Committee assignments | Chair, Product Strategy & Innovations; Member, Corporate Governance, Sustainability & Nominating; Appointed to Audit Committee in April 2024 . |
| Committee meeting cadence (2024) | Audit: 6; Compensation: 7; Corporate Governance: 2; Product Strategy & Innovations: 3 . |
| Board/committee attendance | Board met 9 times (two sessions outside directors only); no director attended <75% of Board+committee meetings; directors meet in executive session regularly . |
| Lead Independent Director context | Board led by Lead Independent Director (Mulligan) with executive sessions; all committees fully independent . |
Fixed Compensation (Independent Director – 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (total) | $81,861 . |
| Annual board retainer | $50,000 . |
| Committee chair fee (Product Strategy & Innovations) | $10,000 . |
| Committee membership fees (CGSN, Product Strategy & Innovations, Audit from Apr 24 with proration) | $21,861 . |
Performance Compensation (Equity; Director Program)
| Equity Element | Grant/Outstanding | Detail |
|---|---|---|
| Annual equity retainer (program change) | Grant-date value moved to $125,000 with one-year cliff vesting (Dec 2024 change) | Committee shifted from fixed share count to fixed value; additional grant to align 2024 retainer with cliff vesting cadence . |
| RSUs granted during 2024 | 11,004 RSUs; grant-date fair value $126,300 | Stock awards table (independent directors); RSUs accounted at grant-date FMV . |
| One-time RSU true-up (Dec 2024) | 6,004 RSUs; target value $56,100 | Board-approved one-time grant to true up under new approach . |
| Stock awards outstanding at YE 2024 | 9,754 RSUs | Director stock award outstanding count . |
| Options outstanding at YE 2024 | 20,000 options | Granted July 27, 2022; vest ratably over 3 years; expire July 27, 2032 . |
| Vesting schedules | RSUs: one-year cliff vest for Dec 2024 additional grant; standard RSUs under program vest per committee policy; Options: 3-year ratable vesting, 2032 expiration | Program descriptions and outstanding award terms . |
Note: UEIC uses time-based RSUs for director equity; no director performance metrics (e.g., TSR hurdles) are tied to director compensation in 2024; options were legacy grants, with no new director options in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None indicated for Pontual in board summary . |
| Notable prior boards | Greenwave Systems (2016–2019); Sky Brazil; Innova; iDirect (during News Corp role) . |
| Interlocks/conflicts | Company discloses independent status and no related-person relationships for independent directors; no interlocks with disclosed major holders or customers noted for Pontual . |
Expertise & Qualifications
- Deep subscription broadcasting and platform engineering leadership; satellite and telecom technical foundation .
- Product strategy oversight as committee chair—supports UEIC’s QuickSet, remote control, and smart home innovation roadmap governance .
- Governance exposure via CGSN and Audit committee service (financial literacy required for Audit; Zinser designated financial expert) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 33,917 shares; less than 1% of shares outstanding . |
| Acquirable within 60 days | 13,334 stock options at $26.645 strike; 6,004 RSUs . |
| Director ownership guideline | $250,000 minimum; all independent directors satisfied or on track as of Dec 31, 2024 . |
| Anti-pledging policy | Pledging prohibited; margin accounts disallowed; hedging permitted only within windows per policy . |
Governance Assessment
- Strengths: Independent status; multi-committee service including Audit and chairing Product Strategy & Innovations; governance and technology depth; attendance thresholds met; director stock ownership aligned with $250k guideline; anti-pledging controls in place .
- Compensation alignment: Director cash retainer modest; equity emphasis via RSUs supports stockholder alignment. 2024 change to fixed value ($125k) and cliff vesting increases simplicity and alignment; no new director options in 2024 (legacy options remain) .
- Potential red flags: One-time equity true-up grants (6,004 RSUs; $56,100) and equity retainer adjustments may be scrutinized for pay inflation, though changes were part of program standardization; no related-party transactions disclosed for Pontual; no pledging permitted by policy .
- Oversight signals: Audit participation from April 2024 suggests deeper engagement with financial risk and controls; product strategy chair role positions him to influence R&D and commercialization priorities—positive for board effectiveness .