William Mulligan
About William C. Mulligan
William C. Mulligan (age 71) is UEI’s Lead Independent Director, serving on the board since 1992. He is a retired partner of Primus Capital Funds (35 years) and previously a consultant with McKinsey & Company; he holds a BA in Economics from Denison University and an MBA from the University of Chicago . He was appointed Lead Independent Director in April 2023 and is expected to continue in that role following the 2025 Annual Meeting while the board determines its post-CEO-transition leadership structure . The board has determined he is independent under UEI’s Director Independence Standards and NASDAQ rules .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Primus Capital Funds | Retired Partner | 35 years | Private equity investing, governance and risk oversight experience |
| McKinsey & Company | Consultant | Not disclosed | Strategy and operations advisory background |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| TFS Financial Corporation (NASDAQ: TFSL) | Director | Current (not dated) | Compensation Committee; Audit Committee |
| Cleveland Clinic Foundation | Trustee | Current (not dated) | Audit Committee |
| Western Reserve Land Conservancy | Trustee | Current (not dated) | Not disclosed |
| Denison University | Trustee | Current (not dated) | Not disclosed |
Board Governance
- Roles and independence: Lead Independent Director; independent director status affirmed by the board .
- Committee assignments: Chair, Corporate Governance, Sustainability and Nominating (CGSN) Committee; Member, Audit Committee .
- Leadership duties: As Lead Independent Director, presides over board meetings, collaborates with CEO on agendas, may call special meetings, and leads regular executive sessions without management .
- Attendance and engagement: In 2024, the board met 9 times; no director attended less than 75% of board and relevant committee meetings .
- Risk oversight: Audit Committee (of which Mulligan is a member) oversees financial risk and ERM process, including cybersecurity risk .
- Evaluations: 2024 Audit Committee completed its self-evaluation; a formal board and committee self-assessment is planned in 2025 .
- Director stock ownership guidelines: Minimum $250,000; all directors satisfied or on track as of 12/31/2024; anti-pledging policy in force .
| 2024 Meetings | Board | Audit | Compensation | CGSN | Product Strategy & Innovations |
|---|---|---|---|---|---|
| Count | 9 | 6 | 7 | 2 | 3 |
Fixed Compensation (Independent Director)
- Cash retainers (program-level): Board membership $50,000; Lead Independent Director $20,000; Audit Committee membership $10,000; CGSN membership $5,000; CGSN Chair $6,000 .
- Mulligan 2024 cash detail: Annual retainers $70,000 (includes LID); Committee chair fees $6,000; Committee membership fees $15,000; Total cash $91,000 .
| 2024 Cash Compensation (USD) | Amount |
|---|---|
| Board membership retainer | $50,000 |
| Lead Independent Director retainer | $20,000 |
| Audit Committee membership fee | $10,000 |
| CGSN membership fee | $5,000 |
| CGSN Chair fee | $6,000 |
| Mulligan — Annual retainers | $70,000 |
| Mulligan — Committee chair fees | $6,000 |
| Mulligan — Committee membership fees | $15,000 |
| Mulligan — Total cash 2024 | $91,000 |
Performance Compensation (Equity)
- Program shift (Dec 2024): Annual equity retainer changed from a fixed-share grant to a grant-date value of $125,000 with one-year cliff vesting; Compensation Committee also approved a one-time additional number of shares equal to $68,900 per director to approximate a $125,000 total for 2024, with cliff vesting at the earlier of the next annual meeting or June 30, 2025 . A separate disclosure notes a one-time RSU true-up of $56,100 (6,004 RSUs) per independent director in 2024 to reflect the new approach .
- Mulligan 2024 grants: 11,004 RSUs granted; grant-date fair value $126,300; no option grants; stock awards outstanding at year-end: 9,754 .
| 2024 Equity Compensation | Mulligan |
|---|---|
| RSUs granted during 2024 (shares) | 11,004 |
| Grant-date fair value of 2024 stock awards | $126,300 |
| Option awards granted during 2024 (shares) | — |
| Stock awards outstanding at 12/31/2024 (shares) | 9,754 |
| Program-level: annual equity retainer (grant-date value) | $125,000; one-year cliff (program change in Dec 2024) |
| Program-level: one-time true-up | Additional shares equal to $68,900; also disclosed: $56,100 (6,004 RSUs) per director |
Note: The proxy discloses both an additional $68,900 in shares and a separate one-time RSU grant of $56,100 (6,004 RSUs) to true up 2024 equity; both refer to implementing the December 2024 change to a $125,000 equity retainer with cliff vesting .
Other Directorships & Interlocks
- Current public company board: TFS Financial Corporation (NASDAQ: TFSL); serves on Compensation and Audit committees .
- Compensation Committee interlocks: Company disclosure indicates no compensation committee interlocks or insider participation among UEI Compensation Committee members in 2024; Mulligan is not on UEI’s Compensation Committee .
Expertise & Qualifications
- Finance and governance: Extensive experience in financial services, investment banking, accounting, risk management, and audit oversight from public company board and committee roles .
- Governance leadership: Lead Independent Director, CGSN Chair, Audit Committee member at UEI; Audit Committee member at TFSL; Trustee with audit role at Cleveland Clinic Foundation .
Equity Ownership
| Beneficial Ownership (as of April 1, 2025) | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| William C. Mulligan | 59,907 | <1% | Includes 6,004 RSUs vesting within 60 days; also includes 51,413 shares held in The William Mulligan Rev Dec Trust, as to which he disclaims beneficial ownership |
| Director ownership guideline | $250,000 minimum | — | All directors satisfied or on track as of 12/31/2024; average actual independent director ownership was $588,711 vs. $250,000 guideline |
| Anti-pledging policy | Prohibits pledging and margin accounts | — | Hedging generally permitted within trading windows under insider trading policy |
Director Compensation (2024)
| Component | Mulligan (USD) |
|---|---|
| Fees earned or paid in cash | $91,000 |
| Stock awards (grant-date fair value) | $126,300 |
| Option awards | — |
| Total compensation | $217,300 |
Related-Party Exposure
- UEI describes its process for reviewing related-person transactions; no director-specific related-party transactions are disclosed for Mulligan in the proxy .
Say-on-Pay & Shareholder Feedback (Company-Level Signal)
- Say-on-Pay received approximately 86% approval at the 2024 Annual Meeting; the company will continue annual advisory votes .
Governance Assessment
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Strengths
- Seasoned independent leader with long UEI tenure plus external audit and compensation committee experience (TFSL) that supports board oversight, succession planning, and audit rigor .
- Clear independent leadership architecture (separation of CEO/Chair, LID role with authority to set agendas and preside; regular executive sessions) enhances management oversight and board effectiveness .
- Active committee roles (CGSN Chair, Audit member) align with governance and risk oversight needs; formal self-assessments underway in 2025 .
- Strong alignment features: director stock ownership guidelines, anti-pledging policy, and significant equity element in director pay .
-
Watch items
- Board classification structure persists (Class I employee-director with one-year term; Class II independent directors with two-year terms), though after the 2025 Annual Meeting the board will consist only of Class II directors; continued monitoring of declassification or refresh dynamics is warranted .
- Director equity grants were modified in December 2024 with one-year cliff vesting and true-up grants; while intended to align with market practice, investors may scrutinize the size/timing of the 2024 true-up awards .
-
Red flags
- None identified specific to Mulligan: no related-party transactions disclosed; anti-pledging in place; attendance at least 75%; not on UEI’s Compensation Committee where interlocks are usually scrutinized .