Eva Zlotnicka
About Eva T. Zlotnicka
Independent director since 2018; age 42 (as of 2025); sustainable investing specialist with prior senior roles at Inclusive Capital Partners (President, 2020–2023) and ValueAct Spring Fund (Managing Director, Head of Stewardship, 2018–2020). Former ESG equity research analyst at Morgan Stanley (2015–2018) and UBS (2011–2015); co‑founder of WISE (Women Investing for a Sustainable Economy) . The Board affirms her independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inclusive Capital Partners, L.P. | President; Founder | Jul 2020–Dec 2023 | Led sustainable investing strategy |
| ValueAct Spring Fund / ValueAct Capital | Managing Director; Head of Stewardship | Feb 2018–Jul 2020 | Shareholder stewardship, ESG integration |
| Morgan Stanley | ESG equity research analyst, U.S. lead; earlier fixed income & derivatives | 2015–2018; prior 5 years pre-2011 | ESG analytics and sustainability coverage |
| UBS Investment Bank | ESG and global sustainability equity research analyst | 2011–2015 | Global ESG equity research |
| WISE (Women Investing for a Sustainable Economy) | Co‑founder | Not specified | Global professional network for ESG practitioners |
External Roles
| Organization | Role | Status/End Date |
|---|---|---|
| Enviva Inc. | Director | Until Dec 2024 |
| Aircela Inc. | Director | Until Jul 2024 |
| Arcadia Power, Inc. | Director | Until Dec 2023 |
| Hawaiian Electric Industries, Inc. | Director | Until May 2021 |
Board Governance
- Committees and chair roles (FY2025): Audit Committee – Member; Corporate Governance & Nominating Committee – Chair; Compensation Committee – not a member .
- Audit Committee “financial expert”: The Board determined Ms. Zlotnicka qualifies as an SEC-defined audit committee financial expert; she is also financially literate .
- Independence: Determined independent in Aug 2025 and Aug 2024; all relationships assessed below materiality thresholds .
- Attendance: Board held 8 meetings in FY2025; each incumbent director attended at least 75% of Board/committee meetings; all 8 directors attended the 2024 Annual Meeting .
- Lead Independent Director: Suzanne M. Present reappointed Oct 2024; presides over regular executive sessions of independent directors .
- Special Committee: Served on a Special Committee (with Blake and Battle) to review a Langone asset pledge supporting a 2024 credit facility; the committee was dissolved Oct 29, 2024 .
Fixed Compensation
| Fiscal Year | Fees Earned (Cash) ($) | Stock Awards ($) | Committee Chair Fees ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 60,000 | 50,000 | 10,000 (CG&N Chair; included in fees) | 110,000 |
| 2024 | 60,000 | 50,000 | 10,000 (CG&N Chair; included in fees) | 110,000 |
- Director Compensation Policy (structure): $100,000 annual retainer (up to 50% payable in cash at director’s election; remainder in equity), plus $15,000 Lead Independent Director, $15,000 Audit Chair, $10,000 Compensation Chair, $10,000 Corporate Governance & Nominating Chair, $50,000 Strategy & Finance Chair; expenses reimbursed .
- Equity instrument: Directors may elect “vested stock units” payable upon cessation of Board service; shares are delivered on grant date if elected .
Performance Compensation
| Component | Performance Metric(s) | Disclosure |
|---|---|---|
| Director pay | None (retainer and equity only) | No performance-based metrics disclosed for director compensation |
Note: Performance metrics at UFI apply to executives (e.g., Adjusted EBITDA, Adjusted Free Cash Flow PSUs) and not to independent directors .
Other Directorships & Interlocks
- Current public company boards: None disclosed aside from UFI .
- Interlocks or related parties: No related-party transactions disclosed pertaining to Ms. Zlotnicka. Board oversight of related-party transactions is through Audit Committee; FY2025 transactions with Salem Leasing (Langone-related) totaled ~$4.3M and were reviewed per policy . Ms. Zlotnicka served on the Special Committee addressing Langone’s asset pledge to lenders .
Expertise & Qualifications
- Sustainable investing and multinational ESG initiatives; investment management and finance .
- Audit Committee financial expert (SEC definition); financially literate with related financial management expertise .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Sep 2, 2025) | 7,299 vested share units deliverable after cessation of Board service |
| Shares outstanding (record date, Sep 2, 2025) | 18,360,663 |
| Ownership % of outstanding | ~0.040% (7,299 / 18,360,663) |
| New RSU grant (Form 4) | 11,028 RSUs granted Oct 28, 2025 for director service |
| RSU vesting schedule (2025 grant) | 25% on Jan 28, 2026; 25% on Apr 28, 2026; 25% on Jul 28, 2026; 25% on 2026 Annual Meeting date |
| Beneficial ownership after 2025 grant | 18,327 shares (as reported in Form 4 summary) |
| Hedging/pledging | Company policy prohibits hedging/short selling and pledging without Audit Committee approval |
Insider Trades
| Date (Filed) | Security | Quantity | Price | Vesting / Notes |
|---|---|---|---|---|
| Oct 30, 2025 | RSUs | 11,028 | $0 (RSU grant) | 25% Jan 28, 2026; 25% Apr 28, 2026; 25% Jul 28, 2026; 25% 2026 Annual Meeting; convert to common after Board service |
| Oct 31, 2024 | Form 4 administrative PoA | — | — | Power of Attorney filed for Section 16 reporting |
Governance Assessment
-
Strengths
- Independent director with ESG and capital markets expertise; designated audit committee financial expert, bolstering financial oversight .
- Chairs Corporate Governance & Nominating Committee; direct responsibility for director selection, independence determinations, Board evaluations, and ESG policy oversight .
- Active conflict management: Special Committee role on Langone asset pledge; robust related‑party review process via Audit Committee .
- Attendance met policy thresholds; Board holds regular executive sessions led by Lead Independent Director .
- Shareholder support: 92% Say‑on‑Pay approval at 2024 meeting, indicating investor confidence in compensation governance broadly .
-
Watch items / potential risks
- Discretionary mid‑year adjustments to executive annual incentive plan in FY2025 to pay 75% of target based on Madison facility sale despite negative Adjusted EBITDA (−$11.6M) – not a director pay issue, but a compensation governance signal to monitor; Ms. Zlotnicka is not on the Compensation Committee .
- Ongoing related‑party exposure with Salem Leasing (Langone‑related) requires continued Audit Committee vigilance; no direct link to Ms. Zlotnicka .
Overall: Ms. Zlotnicka’s independence, committee leadership, and audit expertise support Board effectiveness. Her skin-in-the-game is modest (vested units with additional RSU grant), aligned with UFI’s director pay structure; hedging/pledging prohibitions strengthen alignment .
Appendix: Committee Assignments (FY2025)
| Committee | Role | Meetings (FY2025) |
|---|---|---|
| Audit | Member; financial expert designation | 4 |
| Corporate Governance & Nominating | Chair | 4 |
| Compensation | Not a member | 4 (overall committee meetings) |
| Strategy & Finance | Not a member | 3 (overall committee meetings) |
Additional Company Governance Policies Relevant to Directors
- Insider Trading Policy applies to directors; designed to ensure compliance with trading rules and listing standards .
- Prohibition on hedging/short selling and pledging/margin purchases without prior Audit Committee approval .
- Director Compensation Policy detailed above; no meeting fees, no option awards were reported for independent directors in FY2024–FY2025 .