Sue Ann Hamilton
About Sue Ann R. Hamilton
Founder and Principal of Hamilton Media LLC; former cable/media executive and corporate attorney. Age 64; independent Class II director at UEIC since 2019; chairs the Compensation Committee and serves on the Corporate Governance, Sustainability & Nominating Committee. Education: BA magna cum laude (Carleton College) and JD (Stanford Law School; former editor roles) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Media LLC | Founder & Principal | Since 2007 | Advises major/emerging media/tech; oversight of distribution/business development at AXS TV |
| AXS TV LLC | EVP – Distribution & Business Development | During Hamilton Media tenure | Distribution and BD across multi-investor platform (Mark Cuban/AEG/Ryan Seacrest/CAA/CBS) |
| Charter Communications | EVP – Programming | 2003–2007 | Content/programming leadership |
| AT&T Broadband / TCI | Management roles | 1993–2002 | Cable operations; programming/distribution |
| Kirkland & Ellis | Partner (commercial transactions) | Early career | Complex commercial transactions expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Liberty Broadband Corporation (NASDAQ: LBDRA) | Director | Since Dec 2020 | Not specified in UEIC proxy |
| GCI Liberty, Inc. | Director (prior) | Merged into Liberty Broadband Dec 2020 | Not specified |
| FTD Companies, Inc. | Director (prior) | Not specified | Not specified |
| Philo, Inc. (private) | Board observer (Mark Cuban Companies/Radical Ventures) | Since 2012 | Observer capacity |
Board Governance
- Independence: UEIC Board determined Hamilton meets UEI’s Director Independence Standards and NASDAQ independence; all committees are fully independent .
- Current UEIC committee roles: Compensation Committee Chair; Corporate Governance, Sustainability & Nominating (CGSN) member .
- Attendance: Board met 9 times in 2024; no director attended <75% of aggregate Board/committee meetings . Committee meeting counts: Audit 6; Compensation 7; CGSN 2; Product Strategy & Innovations 3 .
- Board leadership & executive sessions: Lead Independent Director (Mulligan); independent directors meet in executive session at end of each regular Board meeting .
- Stock ownership guidelines: Directors must hold ≥$250,000 in UEIC stock; all directors satisfied or are on track; RSUs count, options and unvested PSUs do not .
- Anti-pledging/hedging: Pledging and margin accounts prohibited; hedging generally permitted within trading windows per Insider Trading Policy .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly |
| Compensation Committee Chair fee | $10,000 | Paid quarterly |
| Committee membership fees | $15,000 | Committee memberships (CGSN + Compensation) |
| One-time additional oversight fee | $10,000 | Board-approved for 2024 |
| Total cash earned (2024) | $85,000 | Sum of items above |
| Annual equity retainer – RSUs (grant-date fair value) | $126,300 | 11,004 RSUs granted during 2024 |
| Total director compensation (2024) | $211,300 | Cash + equity |
Program features and changes:
- Equity retainer revised (Dec 2024) from fixed shares to grant-date value of $125,000 with one-year cliff vesting; an additional true-up RSU grant of target value $56,100 (6,004 RSUs) approved to approximate 2024 value .
- Independent director cash retainers and chair/member fees unchanged YoY in 2024; equity moved to value-based award and cliff vest .
Performance Compensation
Independent directors do not have performance-based pay; however, as Compensation Chair, Hamilton oversaw UEIC’s 2024 NEO incentive plan design and outcomes.
| 2024 Annual Performance Incentive Plan | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted Non-GAAP Diluted EPS ($/share) | $0.40 | $0.52 | $0.70 | $(0.05) |
| Percent of target funding | 50% | 100% | 200% | 0% |
| CEO incentive payout | — | — | — | $0 (no payout) |
| Non-CEO NEO incentive payouts | — | — | — | $0 (no payouts) |
Committee process and safeguards:
- Compensation Committee uses independent consultant (Pay Governance LLC); determined independent and no conflicts .
- Emphasis on pay-for-performance; 2024 shift from options to PSUs for executives to align pay with shareholder interests .
Other Directorships & Interlocks
| Company | Industry Relationship to UEIC | Potential Interlock/Conflict Notes |
|---|---|---|
| Liberty Broadband Corporation | Cable/broadband ecosystem | UEIC sells to subscription TV/communications ecosystems; no related-party transactions disclosed; independence affirmed |
| Philo (observer), FTD (prior), GCI Liberty (prior) | Media/consumer | No related-party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Deep cable/media distribution and programming leadership; legal/commercial transactions background (Kirkland & Ellis) .
- Strategic insights in technology, media, and telecommunications; legal and financial experience strengthens Board skill mix .
- Education: BA magna cum laude (Carleton); JD (Stanford; law review/journal roles) .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Total beneficial ownership | 53,087 shares | Includes shares and derivative securities acquirable within 60 days |
| % of shares outstanding | <1% | As disclosed in Security Ownership table |
| Options exercisable within 60 days | 20,000 | Strike $52.845; UEIC states “subject to vesting within 60 days”; originally granted 11/1/2019; expires 11/1/2029 |
| RSUs vesting within 60 days | 6,004 | As of April 1, 2025 |
| Stock awards outstanding (year-end 2024) | 9,754 RSUs | Year-end outstanding awards |
| Shares held in trust | 27,083 | Sue Ann R. Hamilton Trust; beneficial ownership disclaimed |
| Pledging/hedging | Pledging prohibited; hedging permitted with restrictions | Company-wide policy |
Ownership alignment:
- Director stock ownership guideline: ≥$250,000; all directors met/on track as of 12/31/2024 .
- Average independent director ownership was $588,711, exceeding guideline by $338,711 (context for Board alignment) .
Governance Assessment
- Strengths: Independent director and committee structure; Compensation Chair with industry/legal depth; formal ownership guidelines; anti-pledging policy; strong say-on-pay approvals (2024 and 2025) indicating investor support .
- Oversight signals: 2024 no NEO annual bonuses paid due to EPS underperformance; equity shifted from options to PSUs to reinforce pay-for-performance; director equity moved to value-based RSU with cliff vesting to simplify and align .
- Compensation committee integrity: No interlocks or related-party relationships requiring disclosure; outside consultant deemed independent .
- Attendance: No UEIC director below 75%; active committees; executive sessions at each regular meeting .
- Watch items: Hedging permitted (within windows) may be less stringent than some peers; one-time $10,000 oversight fee to Hamilton (Board-approved) merits monitoring for frequency/discretion .
- Related-party transactions: UEIC describes robust review process; no transactions disclosed involving Hamilton .
Compensation Committee Analysis
- Committee composition (2024): Hamilton (Chair), Chahil, Singer, Zinser; none have UEIC executive history or Item 404 relationships; no cross-board executive interlocks .
- Consultant: Pay Governance LLC supports benchmarking and design; committee affirmed independence and no conflicts .
- Peer group oversight: 20-company compensation peer set across electronics, software, EMS, consumer tech; used for benchmarking ranges .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 7,956,593 | 1,050,067 | 259,999 | 1,251,052 |
| 2025 | 7,380,399 | 837,710 | 217,057 | 1,647,353 |
- 2024 advisory approval previously cited at ~86% in UEIC proxy overview (context) ; 2025 votes show continued broad support .
RED FLAGS
- Hedging permitted (with restrictions) rather than prohibited outright; investors often prefer full anti-hedging to ensure alignment .
- One late Section 16 filing was disclosed for CEO; no delinquent filings noted for Hamilton . No Hamilton-related party transactions disclosed .
Notes on Independence, Engagement, and Tenure
- Independent per NASDAQ and UEI standards; UEI states no direct/indirect relationships other than director/stockholder .
- Years of service: Director since 2019; reelected in 2024 to serve until 2026 .
- Lead Independent Director framework and committee-only independence reinforce board effectiveness .
Committee Assignments, Chair Roles, and Expertise (Summary)
- Compensation Committee: Chair; oversees executive pay structure, risk reviews, plan administration, director compensation reviews .
- Corporate Governance, Sustainability & Nominating: Member; governance criteria, board composition, succession planning, board/committee evaluations .
- Expertise: 30+ years in cable/media/tech operations and distribution; legal and financial acumen strengthens compensation oversight .
Related Party Exposure
- UEI discloses a formal process for related-party review; no transactions reported involving Hamilton; independence confirmed .
Director Compensation Mix and Ownership Alignment
- Mix: Cash ~$85k vs equity ~$126k (2024); notable equity weighting consistent with UEI philosophy for independent directors .
- Ownership: Beneficial ownership 53,087 shares (<1%); RSUs/options present; meets guideline trajectory; no pledging .
Additional Board Performance Signals
- Executive sessions at every regular meeting; separate Chair/CEO following CEO transition; all directors independent post-Annual Meeting .
- Risk oversight distributed across committees (audit financial/cyber; comp pay risk; CGSN governance/succession) .
Appendix: Committee Meeting Counts (2024)
| Committee | Meetings Held |
|---|---|
| Audit | 6 |
| Compensation | 7 |
| Corporate Governance, Sustainability & Nominating | 2 |
| Product Strategy & Innovations | 3 |