Ari Papoulias
About S. Ari Papoulias
Independent director of United-Guardian, Inc. (UG), first elected in 2016. Age 71. Background spans senior marketing and business leadership roles in specialty chemicals, including Global Marketing Director at Momentive Performance Materials and leadership roles at International Specialty Products. Education: B.Sc. Chemical Engineering (UMass), M.Sc. Chemical Engineering (University of Florida), Ph.D. Chemical Engineering (Carnegie Mellon), MBA in Finance (NYU). Considered “financially sophisticated” under Nasdaq rules and serves on UG’s Audit Committee and Investment Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChemRise LLC | Principal | 2016–present | Advisory work in chemicals (technology, marketing, finance) |
| Momentive Performance Materials (formerly GE Advanced Materials) | Global Marketing Director | 2006–2016 | Global marketing leadership in advanced materials |
| International Specialty Products, Inc. | Business Manager, then Business Director (Industrial Markets), then Global Marketing Director (Performance Chemicals) | 1987–2006 | Progressive operating and commercial leadership |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in UG proxy |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed beyond ChemRise principal role |
Board Governance
- Independence: Board determined Papoulias is independent under Nasdaq rules .
- Committees: Audit Committee member; Investment Committee member .
- Committee chair roles: None; Audit Committee chaired by Arthur M. Dresner .
- Board leadership: No Lead Independent Director; Chair is former CEO Ken Globus (not independent) .
- Attendance: In FY2024 the Board held 4 regular meetings; all six directors participated in all four and attended the Annual Meeting . The Audit Committee held 4 meetings; all committee members attended all four . Independent directors held two executive sessions; all independent directors attended both .
- Nominating function: No standing Nominating Committee; full Board fulfills role, with selections made by a majority of independent directors .
- Election results (2025 Annual Meeting): Strong shareholder support.
| Director Election (2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| S. Ari Papoulias | 2,571,741 | 76,189 | 6,260 | 1,181,112 |
Fixed Compensation
UG pays directors a cash retainer only; no meeting or committee fees.
| Year | Cash Retainer ($) | Committee/Meeting Fees ($) | Equity Grants | Total ($) |
|---|---|---|---|---|
| 2023 | 45,000 | 0 | None | 45,000 |
| 2024 | 50,000 | 0 | None | 50,000 |
Notes:
- Policy detail: In 2024, annual retainer was $50,000 for each non-employee director, paid quarterly; no additional committee or meeting fees . In 2023, retainer increased mid-year from $40,000 to $50,000; total fees earned by Papoulias were $45,000 .
Performance Compensation
| Instrument | Grant Dates | Quantity | Vesting | Terms |
|---|---|---|---|---|
| RSUs/PSUs | None | — | — | No director equity award program disclosed |
| Options | None | — | — | No director option awards disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Note |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Papoulias; no interlocks disclosed |
Expertise & Qualifications
- Technical: Ph.D. in Chemical Engineering; deep domain expertise in specialty chemicals .
- Finance: MBA in Finance; designated “financially sophisticated” by Nasdaq definition (serves on Audit Committee) .
- Operating/commercial: Senior global marketing and business leadership across chemicals value chain .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 31, 2024 | 0 | <1% |
| March 31, 2025 | 0 | <1% |
Notes:
- No pledging or hedging by Papoulias is disclosed in the proxy’s security ownership or related sections; no related-party transactions involving Papoulias are disclosed .
Governance Assessment
-
Strengths:
- Independent director with strong sector and technical credentials; serves on Audit Committee and is deemed “financially sophisticated,” supporting financial oversight .
- Excellent engagement: full attendance at Board and committee meetings in FY2024; independent directors also held two executive sessions with full attendance .
- Shareholder support: 2025 director election received 2,571,741 For vs. 76,189 Against; say-on-pay also passed comfortably (2,568,277 For vs. 45,457 Against), with “Every year” frequency approved for SOP .
-
Watch items / potential red flags for alignment and best practices:
- No equity component in director compensation (100% cash retainer), which may limit direct ownership-based alignment relative to peers that use equity retainers .
- Zero beneficial ownership reported as of March 31, 2025 and 2024; alignment via share ownership appears limited .
- Audit Committee lacks a designated “financial expert”; the committee relies on an advisor (Lawrence Maietta) who is not independent for Audit Committee membership due to consulting compensation, though he serves only as an advisor .
- No standing Nominating Committee; nominations handled by the full Board, which can be acceptable for small caps but is below stricter governance best practices .
- Board leadership: no Lead Independent Director; Chair is a former long-time CEO and not independent .
-
Related-party transactions context (none tied to Papoulias):
- Consulting payments to Chairman Ken Globus ($20,000 in 2024) and consulting fees to a firm of director Lawrence Maietta ($23,250 in 2024) were disclosed and overseen under the related-party policy; no transactions involving Papoulias were disclosed .
Overall signal: Papoulias brings sector depth and financial sophistication with strong attendance and shareholder support. Alignment questions center on cash-only director pay and lack of share ownership, and structural governance trade-offs include no audit committee financial expert, no lead independent director, and no separate nominating committee .