Andrew Boccone
About Andrew A. Boccone
Andrew A. Boccone (age 79) is an independent director of United-Guardian, Inc. (UG), first elected to the Board in 2002. He is an independent consultant since 2001 with prior tenure as UG’s President (1990–2001), and holds a B.S. in Chemistry from Hofstra University and an MBA from Seton Hall University . The Board has affirmatively determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United-Guardian, Inc. | President | 1990–2001 | Led company; experience in specialty chemicals and consumer products |
| Kline & Company | Senior executive (25+ years) | Pre-2001 | International consultancy; business development leadership |
| Independent Consultant | Consultant | 2001–present | Advises across specialty chemicals, pharma, consumer products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in UG proxy biography |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member .
- Committee chair roles: None (Audit Committee chaired by Arthur M. Dresner) .
- Independence: Affirmatively determined independent (NASDQ rules) .
- Board meeting attendance: Board held four regular meetings in FY2024; all six directors participated in all four and attended the Annual Meeting .
- Executive sessions: Independent directors held two executive sessions in FY2024; all independent directors attended both .
- Lead independent director: None; independent directors meet in executive session at least twice per year .
| Governance Attribute | FY2024 |
|---|---|
| Audit Committee meetings attended | 4 of 4 (committee met four times; all members attended) |
| Board meetings attended | 4 of 4 (all directors attended) |
| Independence status | Independent (NASDAQ) |
| Committee chair roles | None (Audit Chair: A.M. Dresner) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer ($) | $45,000 (paid quarterly; no extra committee fees from mid-2023) | $50,000 (paid quarterly; no committee/meeting fees) |
| Other compensation ($) | $0 for Boccone | $0 for Boccone |
Notes:
- As of 2024, UG pays no additional compensation for committee participation and no fees for independent director meetings .
- Prior to Jan 1, 2023, UG paid per-meeting and committee fees (context for structural change) .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/Options/DSUs) | None disclosed for directors | None disclosed for directors |
| Meeting/committee variable fees | None (after mid-2023 change) | None |
| Performance-linked director pay metrics | Not applicable; director pay is fixed cash retainer |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public boards disclosed; no interlocks flagged |
Expertise & Qualifications
- Technical/industry: Specialty chemicals, pharmaceuticals, consumer products; >25 years at Kline & Company .
- Education: B.S. Chemistry (Hofstra); MBA (Seton Hall) .
- Prior UG leadership: President (1990–2001) providing operational and market insight .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 31, 2024 | 0 | <1% |
| March 31, 2025 | 0 | <1% |
Insider trading:
- No Form 4 transactions found for Boccone between 2020-01-01 and 2025-11-20 (insider-trades skill scan; indicates no recent trading activity).
- Historical reference: GuruFocus cites a sale of 4,000 shares on 2003-12-16 and currently shows 0 shares owned (external aggregation; not an SEC primary source) .
Compensation Committee Analysis
- Composition: Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone (management advisor currently President Donna Vigilante) .
- Process: Meets in March annually; sets employee bonuses based on prior-year financials and performance; determines cost-of-living adjustments; pays bonuses as single cash payment; no external compensation consultant engaged .
- Director pay setting: Full Board acts on recommendations by independent directors; benchmarked to similar-size public companies and time commitment; no committee fees post-2023 .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Vote Result | 2025 Vote Result |
|---|---|---|
| Frequency of Say-on-Pay | “Every year” approved: 2,644,983 For; 32,358 Two-year; 74,272 Three-year; 14,290 Abstain; 874,593 Broker non-votes | “Every year” approved: 2,509,975 For; 12,792 Two-year; 86,665 Three-year; 44,758 Abstain; 1,181,112 Broker non-votes |
| Say-on-Pay approval (advisory) | 2,556,806 For; 173,892 Against; 35,205 Abstain; 874,593 Broker non-votes | 2,568,277 For; 45,457 Against; 40,456 Abstain; 1,181,112 Broker non-votes |
Related Party Transactions (Conflict Screen)
- No related-party transactions disclosed involving Boccone in 2023–2024; UG policy requires Audit Committee review of transactions >$50,000/year .
- Context: UG paid consulting fees to Chairman Ken Globus ($100,000 in 2023; $20,000 in 2024) under prior arrangements; Board deems Globus non-independent; does not impact Boccone’s independence .
Governance Assessment
-
Strengths:
- Independence and engagement: Boccone is independent, sits on both Audit and Compensation Committees, and attended all Board and committee meetings in FY2024 .
- Experience depth: Prior UG President and long tenure in specialty chemicals and consulting, supporting Board effectiveness in UG’s core markets .
- Oversight processes: Audit Committee active (four meetings), executive sessions held as per NASDAQ guidelines .
-
Weaknesses / RED FLAGS:
- Zero share ownership: Boccone reports 0 shares (as of March 31, 2024 and March 31, 2025), indicating limited direct alignment via equity; UG does not grant director equity compensation, relying solely on cash retainers .
- Audit Committee lacks “financial expert”: Board determined no audit committee financial expert; relies on a “financially sophisticated” member and an external CPA advisor (non-independent for audit committee membership), which can be a governance quality concern for some investors .
- No director equity program or committee fees (post-2023): While simplicity reduces complexity, absence of equity-based director pay may weaken long-term alignment signals .
Overall implication: Boccone’s independence, attendance, and relevant industry/UG-specific leadership experience support Board effectiveness. However, lack of personal share ownership and absence of an Audit Committee financial expert are notable governance alignment and oversight quality concerns that could modestly weigh on investor confidence, especially for governance-focused holders .