Arthur Dresner
About Arthur M. Dresner
Arthur M. Dresner (age 83) has served on United-Guardian’s Board since 1997 and is a seasoned corporate lawyer and former chemicals industry executive. He is Counsel at Duane Morris LLP (since August 2007), previously a partner/Of Counsel at Reed Smith LLP (1998–2007), and spent over two decades at GAF Corporation/International Specialty Products, including eight years as Vice President of corporate development and general management. He holds a B.E. from Stevens Institute of Technology and a J.D. from St. John’s University School of Law . The Board has affirmed his independence under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duane Morris LLP (NY) | Counsel | Aug 2007–present | Current external legal role; UG Audit Committee communications directed to Dresner as Chair |
| Reed Smith LLP (NY) | Partner; previously Of Counsel | 1998–2007 | Legal expertise leveraged in audit oversight |
| GAF Corp. & International Specialty Products (ISP) | Executive roles; VP corporate development & general management (last 8 years) | >20 years prior to 1998 | Industry/operations background relevant to risk oversight |
External Roles
- No other public company board directorships disclosed for Mr. Dresner in UG’s proxy biography table .
Board Governance
- Committees: Audit Committee member and historical Chairman; Compensation Committee member .
- Audit Committee composition (2024): Dresner, Boccone, Papoulias; all independent under NASDAQ .
- Audit Committee meetings: 4 in FY 2024; all members attended all 4 meetings; audit report signed by Dresner (Chair), Boccone, Papoulias .
- Board meetings: 4 regular meetings in FY 2024; all six directors participated in all four .
- Independence: Board affirmed Dresner and a majority of directors as independent; Ken Globus is non-independent due to former employment; Maietta is independent for board service but disqualified from Audit Committee due to consulting .
- Nominating: No standing nominating committee; majority of independent directors perform the role per NASDAQ allowance .
- Executive sessions: Two meetings in FY 2024; all independent directors present .
- Stockholder communications: Directed to Mr. Dresner, Audit Committee Chair, via email posted on UG’s site .
- Clawback and insider trading policies adopted and filed with the 10-K (Exhibits 97.1 and 19.1) .
2025 Annual Meeting Voting Results (signals)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors – Arthur M. Dresner | 2,563,042 | 85,357 | 5,791 | 1,181,112 |
| Say-on-Pay Frequency – Every Year | 2,509,975 | 12,792 (Every 2 years) | 86,665 (Every 3 years) | 44,758 (Abstain) |
| Say-on-Pay Approval | 2,568,277 | 45,457 | 40,456 | 1,181,112 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 (Jan–Jun), increased to $50,000 (Jul–Dec) | $50,000, paid quarterly |
| Committee/meeting fees | Historically paid through 2022; eliminated in 2023–2024 | |
| Fees earned by Arthur M. Dresner | $45,000 | $50,000 |
Notes:
- No additional compensation for committee participation or independent director meetings in 2024 .
- Board determines director compensation (not the Compensation Committee) based on size/peer practices and time commitment .
Performance Compensation
| Instrument / Metric | Detail | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity awards (RSUs/PSUs) to directors | Not disclosed; director compensation described as cash retainer only | None disclosed | None disclosed |
| Option awards to directors | Not disclosed | None disclosed | None disclosed |
| Performance-tied director pay metrics (TSR, EBITDA, ESG) | Not used for director pay | N/A | N/A |
Company-wide policies (context):
- Clawback policy adopted per NASDAQ/Dodd-Frank; filed with FY 2024 10-K .
- Insider trading policy adopted and filed with FY 2024 10-K .
Other Directorships & Interlocks
| Organization | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | No other public company boards disclosed for Mr. Dresner | — |
| PKF O’Connor Davies (Maietta’s firm) | Consulting to UG | Consulting fees ($23,250 in 2024) paid to firm of director Lawrence Maietta | Maietta independent for board service but excluded from Audit Committee; serves as audit advisor (non-independent for Audit) |
| Ken Globus (Chairman) | Consulting to UG | Consulting fees ($20,000 in 2024) to former CEO/Chairman under MOU | Board-level related-party arrangement overseen by Audit Committee policy |
Expertise & Qualifications
- Legal: Corporate counsel experience at Duane Morris; prior partner at Reed Smith .
- Industry/Operations: Multi-decade chemicals industry executive background at GAF/ISP, including VP-level general management and corporate development .
- Education: Engineering bachelor’s (Stevens Institute of Technology) and J.D. (St. John’s University School of Law) .
- Audit oversight: Historical Audit Committee Chair; signed FY 2024 Audit Committee Report .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Arthur M. Dresner | 12,175 | Less than 1% |
Context:
- UG common shares outstanding: 4,594,319 as of March 31, 2025 .
Governance Assessment
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Strengths:
- Independence affirmed; majority-independent board; Dresner independent under NASDAQ .
- Audit Committee active with full attendance; clear auditor independence review; audit report signed by committee including Dresner .
- Transparent director pay structure (flat cash retainer, no committee/meeting fees) and no equity-based director compensation, reducing pay-for-favor risks .
- Formal clawback and insider trading policies in place .
- Robust stockholder signals: strong votes for Dresner’s election and annual say-on-pay frequency; say-on-pay passed .
-
Watch items / potential red flags:
- Audit Committee lacks a designated “financial expert”; board cites cost-benefit rationale and relies on a non-independent CPA advisor (Maietta) and a “financially sophisticated” member (Papoulias) .
- Non-independent Chairman (Ken Globus) receives consulting fees from the company; while permitted and disclosed, this related-party arrangement warrants ongoing scrutiny for board independence optics .
- No standing nominating committee (full board functions as nominating); acceptable for small-cap, but reduces formal separation of duties .
- Director equity ownership by Dresner is small (<1%), which may limit alignment through personal stake, though structure avoids equity-linked conflicts .
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Overall: For UG’s scale, Dresner brings seasoned legal and industry oversight and demonstrates full committee and board engagement. The absence of an audit “financial expert” and presence of consulting arrangements involving other board members are governance fragilities to monitor, though mitigated by independence confirmations, attendance, and policy adoptions .