Catherine Kolinski
About Catherine Kolinski
Independent director at United-Guardian, Inc. since January 2, 2024; age 67 (2025). She holds a B.S. in Chemistry, completed graduate coursework in Biochemistry, and has an Executive Business Management Certificate, with 30+ years of experience across personal care, pharmaceutical, and industrial sectors, including P&L responsibility for Global Oral Care at Ashland Inc. (2011–2019) and consulting for Geltor Inc. (2020–2022) . The Board has affirmatively determined she is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| Ashland Inc. | Vice President, North America Consumer Specialties; Global Oral Care (P&L) | 2011–2019 | Led North America sales and customer service for specialties; P&L accountability for Global Oral Care spanning sales, marketing, and technical services; expertise in contract negotiation and strategic corporate planning . |
| Geltor Inc. | Consultant | Sep 2020–Dec 2022 | Biotechnology-focused consulting; applied commercial development and personal care market expertise . |
External Roles
| Category | Organization/Board | Role | Tenure |
|---|---|---|---|
| Public company boards | None | — | — |
| Other boards (private, non-profit, academic) | Not disclosed | — | — |
Board Governance
- Independence: The Board determined Kolinski qualifies as independent (NASDAQ rules) .
- Committee assignments: 2024–2025 Audit Committee members were Dresner (Chair), Boccone, Papoulias; Compensation Committee members were Maietta, Dresner, Boccone; Investment Committee comprised two independent and one non-independent director. Kolinski is not listed as a member of any committee in the proxy footnotes or committee rosters .
- Attendance: In 2024 the Board held 4 regular meetings; six directors attended all, plus the Annual Meeting. Independent directors held two executive sessions; all independent directors, including Kolinski, were present .
- Lead independent director: None; independent directors meet in executive session at least twice per year .
- Committee chartering change: The Compensation Committee had no charter in 2024; by 2025, the charter is posted on the company’s website—an incremental governance enhancement .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Non-employee director annual retainer (cash) | $50,000 | Paid quarterly; applies in 2024; Kolinski received $50,000 . |
| Meeting fees | None | No additional fees for Board/independent director meetings in 2024 . |
| Committee membership fees | None | No committee fees in 2024 . |
| Committee chair fees | None | Only Audit historically had a chair; no director chair fees disclosed in 2024 . |
| 2023 retainer policy (context) | $40,000 (H1); $50,000 (H2) | Board-level policy change mid-2023; no committee fees thereafter . |
Director compensation (2024):
| Name | Fees earned or paid in cash ($) | All other compensation ($) | Total ($) |
|---|---|---|---|
| Catherine Kolinski | 50,000 | — | 50,000 |
Performance Compensation
- The company does not grant equity to directors; no RSUs/PSUs/options or performance-linked director compensation disclosed. No performance metrics tied to director pay are disclosed .
No director equity awards or performance instruments outstanding for directors; only cash retainer was paid .
Other Directorships & Interlocks
| Type | Entity | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company directorships | None | — | No interlocks disclosed . |
| Prior public company boards | None prior to UG | — | 8-K confirms no prior directorships before UG . |
| Related-party ties | None disclosed | — | No Item 404(a) transactions for Kolinski . |
Expertise & Qualifications
- Domain expertise: Personal care ingredients, commercial development, distribution management, sales/marketing, strategic planning, and contract negotiation .
- Technical background: B.S. Chemistry; graduate Biochemistry coursework; Executive Business Management Certificate .
- P&L leadership: Global Oral Care P&L at Ashland Inc. covering sales, marketing, technical services .
- Board qualifications: Independent director; experienced in personal care markets and supplier/distributor dynamics .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Catherine Kolinski | 0 | <1% | As of March 31, 2025/2024; no pledged shares disclosed . |
Governance Assessment
-
Strengths
- Independent status with full attendance at Board and independent executive sessions in 2024—demonstrates engagement .
- Relevant operating and commercial expertise in personal care markets (Ashland P&L; contract and strategy skillset) aligned with UG’s business .
- Shareholder support: Received the highest “For” votes among directors in the 2025 election (2,624,230 For; 27,411 Against; 2,549 Abstained), indicating investor confidence .
- Compensation governance progress: Compensation Committee charter posted in 2025 (versus no charter disclosed in 2024) .
-
Weaknesses / Red flags
- No committee assignments—limits direct influence on audit/compensation oversight; Audit Committee lacks a “financial expert” (Board defers to cost/structural rationale) .
- Ownership alignment: 0 shares beneficially owned; UG does not provide director equity or ownership guidelines, reducing “skin-in-the-game” signals .
- Related-party environment: Ongoing consulting payments to former president/chair (Ken Globus: $20,000 in 2024; $100,000 in 2023) and accounting advisory fees to a sitting director (Maietta: $23,250 in 2024), though independence determinations assert thresholds are not material—creates perception risk .
- Board structure: No lead independent director; Investment Committee composition not fully disclosed—less clarity on oversight roles .
-
Shareholder votes and feedback
- Say-on-pay frequency “Every year” approved (2,509,975 votes) .
- Say-on-pay approval passed (For: 2,568,277; Against: 45,457; Abstained: 40,456) .
Appendix: Key Board and Committee Details (Context)
| Item | Detail |
|---|---|
| Board meetings (2024) | 4 regular meetings; all six directors attended all; Annual Meeting attended . |
| Independent executive sessions (2024) | 2 sessions; all independent directors present . |
| Audit Committee (2024) | Dresner (Chair), Boccone, Papoulias; four meetings; no “financial expert”; Papoulias “financially sophisticated”; Maietta acts as advisor (not independent for Audit membership) . |
| Compensation Committee (2024) | Maietta, Dresner, Boccone; one meeting; no consultant; 2024 proxy: no charter; 2025 proxy: charter posted . |
| Director pay structure | Flat cash retainer; no meeting or committee fees in 2024; Kolinski total $50,000 . |
| Section 16 compliance (2024) | Filings timely per company review . |
| Item 404(a) (Kolinski) | No related-party transactions; no family relationships; no special selection arrangements . |
Voting Results (2025 Annual Meeting) – Director Election
| Director | For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Catherine Kolinski | 2,624,230 | 27,411 | 2,549 | 1,181,112 |