Andrea Young
About Andrea Young
Andrea Young is United-Guardian’s Principal Financial Officer (CFO), Controller, Treasurer, and Corporate Secretary; she has served as Treasurer and PFO since May 2018, Controller since September 2016, and Secretary since April 2020. Age: 56. She certified the effectiveness of disclosure controls and internal control over financial reporting for FY 2024 via Section 302 (SOX) certification. Company performance during the period shows net income of $3,250,875 in 2024 vs $2,581,370 in 2023, with disclosed total shareholder return figures of 2.96 (2024), (3.33) (2023), and (5.38) (2022).
Past Roles
| Organization | Role | Years (Dates) | Strategic Impact |
|---|---|---|---|
| United-Guardian, Inc. | Principal Financial Officer & Treasurer | Since May 2018 | Oversight of disclosure controls; SOX 302 certification for FY2024 indicates responsibility for reporting integrity. |
| United-Guardian, Inc. | Controller | Since Sep 2016 | Financial reporting and control environment leadership. |
| United-Guardian, Inc. | Corporate Secretary | Since Apr 2020 | Governance and corporate secretary duties (proxy signatory). |
| United-Guardian, Inc. | Human Resources Manager | Since May 2017 | HR leadership supporting organizational operations. |
External Roles
No external directorships or public-company roles are listed for Andrea Young in the latest proxy; only United-Guardian roles are disclosed.
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $137,104 | $166,585 |
| Cash Bonus | $25,000 | $25,000 |
| All Other Compensation (incl. 401(k) contributions) | $16,158 | $17,443 |
| Total Compensation | $178,262 | $209,028 |
Performance Compensation
Bonuses are discretionary, determined by the Compensation Committee based on the prior year’s financial results (corporate net income) and individual performance; bonuses are paid as a single cash payment. No equity awards were outstanding for NEOs as of year-end 2024.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Corporate Net Income + Individual Performance | Discretionary (Committee determined) | Not disclosed | Not disclosed (Company net income disclosed separately) | $25,000 (2023), $25,000 (2024) | Cash; paid as single lump sum (no vesting) |
- Pay-versus-performance framework references corporate net income and TSR; CAP (compensation actually paid) narrative notes adjustments related to 401(k) contributions.
- Outstanding equity awards at FY2024 year-end: none for NEOs (including Andrea Young).
Equity Ownership & Alignment
| Ownership Metric | As of Jul 1, 2022 | As of Mar 31, 2025 |
|---|---|---|
| Shares Beneficially Owned | 0 | 0 |
| Percent of Class | <1% | <1% |
- Pledged shares: Not disclosed. (Ownership tables list beneficial ownership; no pledging disclosure specific to Andrea.)
- Equity awards outstanding: none at FY2024 year-end (reduces vest-driven selling pressure but limits long-term equity alignment).
Employment Terms
- Employment status: At-will for current named executive officers; compensation reviewed periodically at Board/Comp Committee discretion.
- Clawback policy: Adopted per Dodd-Frank/NASDAQ, included as Exhibit 97.1 to the FY2024 10-K.
- Insider trading policy: Adopted; filed as Exhibit 19.1 to the FY2024 10-K.
- Severance/change-of-control: No specific severance or change-of-control terms disclosed for Andrea Young; prior severance references relate to a former CEO.
- 401(k) plan: Dollar-for-dollar employer match up to 4% of pay; discretionary safe-harbor contributions of $115,000 (Nov 2024) and $109,000 (Nov 2023) allocated among eligible employees; vested schedule 20% after two years, then 20% per year to full vesting at six years.
- Bonus process: Compensation Committee meets each March to set bonuses based on prior-year financials; managers’ bonuses determined individually; paid as single cash payment.
Compensation Committee Analysis
- Committee members: Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone; management advisor: President Donna Vigilante.
- Consultants: None engaged for executive compensation advice.
- 2024 meetings: One Compensation Committee meeting; independent directors held two executive sessions.
- Determination mechanics: Bonuses pegged to prior-year company financial results (net income), with individual performance considerations; cost-of-living increases set by Committee.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (2025) | 2,568,277 | 45,457 | 40,456 | 1,181,112 |
| Frequency of future say-on-pay | Every year: 2,509,975 | Every 2 years: 12,792 | Every 3 years: 86,665 | Abstained: 44,758; Broker Non-Votes: 1,181,112 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (USD) | $2,569,512 | $2,581,370 | $3,250,875 |
| Total Shareholder Return (as disclosed) | (5.38) | (3.33) | 2.96 |
- CFO responsibilities evidenced through SOX 302 certification for FY2024.
Investment Implications
- Alignment: Zero-share beneficial ownership and absence of equity awards indicate limited “skin in the game” from equity, suggesting weaker long-term equity alignment despite cash bonus linkage to net income.
- Selling pressure: No outstanding equity awards and no disclosed pledging mitigate near-term insider selling pressure driven by vesting or collateral calls.
- Retention/contract risk: At-will employment with no disclosed severance/change-of-control protections reduces guaranteed retention economics; retention relies on cash compensation and corporate performance outcomes.
- Governance signals: Established clawback and insider trading policies, and a Compensation Committee without outside consultants, indicate a relatively simple, performance-and-cash-oriented pay framework.
- Operating performance: Improved net income in 2024 and positive TSR as disclosed suggest momentum, but cash-only incentives may not fully align multi-year value creation for the CFO role.