Donna Vigilante
About Donna Vigilante
Donna Vigilante is President and Principal Executive Officer of United-Guardian (UG); age 45, with a B.S. in biochemistry and a minor in business from Stony Brook University, and more than 20 years at the company . She has led UG since June 2023 and was appointed to the Board of Directors on May 15, 2025 (no additional compensation) . Company pay-versus-performance shows 2024 total shareholder return of $2.96 and net income of $3,250,875; 2023 TSR of (3.33) and net income of $2,581,370; 2022 TSR of (5.38) and net income of $2,569,512 . In 2025, management commentary highlighted progress on Renacidin formulary expansion and new initiatives in personal care, while noting cosmetic ingredient headwinds due to distributor destocking and Asian demand softness .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United-Guardian | R&D Chemist | 2015–2017 | Early-stage product development support |
| United-Guardian | R&D Manager | 2017–2023 | Led development of new products, including natural cosmetic ingredients |
| United-Guardian | Vice President (R&D & Technical Services) | 2020–2023 | Managed R&D and microbiology; prepared for executive transition |
| United-Guardian | President & PEO | Jun 2023–present | Strategic leadership; initiatives in Renacidin and personal care distribution changes |
External Roles
No external public-company directorships or external executive roles were disclosed in UG filings for Ms. Vigilante .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $180,696 | $223,335 |
| Actual Cash Bonus ($) | $21,350 | $50,000 |
| All Other Compensation ($) | $19,813 | $24,530 |
| Total Compensation ($) | $221,859 | $297,865 |
Performance Compensation
| Metric | Weighting | 2023 Target | 2023 Actual/Payout | 2024 Target | 2024 Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary; based on corporate net income and fulfillment of corporate goals | Not disclosed | $21,350 | Not disclosed | $50,000 | Paid as single cash payment in April; committee meets in March |
| Equity Awards (RSUs/Options/PSUs) | N/A | None outstanding | None | None outstanding | None | N/A |
The Compensation Committee did not use an external compensation consultant in 2024; bonuses are determined annually based on prior-year results and individual/ corporate goals .
Equity Ownership & Alignment
| Metric | As Disclosed |
|---|---|
| Total Beneficial Ownership (shares) | 2 shares |
| Shares Outstanding (for % calc) | 4,594,319 (as of March 31, 2025) |
| Ownership as % of Shares Outstanding | ~0.00004% (computed from 2 / 4,594,319) |
| Vested vs. Unvested Shares | No unvested equity awards; none outstanding at FY-end 2024 |
| Options (Exercisable/Unexercisable) | None outstanding |
| Pledging/Hedging | No pledging disclosure; company maintains insider trading policy |
| Stock Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Details |
|---|---|
| Employment Status | At-will; compensation reviewed periodically at Board/Comp Committee discretion |
| Start Date (Current Role) | President & PEO since June 2023 |
| Contract Term/Expiration | No current employment agreement disclosed |
| Severance Provisions | Not disclosed for current executives (former CEO had separation payments in 2023) |
| Change-of-Control | Not disclosed |
| Clawback Policy | Adopted per Dodd-Frank/NASDAQ listing rules; applies to erroneously awarded comp; policy filed with 2024 Form 10-K |
| Insider Trading Policy | Adopted; governs officers/directors/employees; filed with 2024 Form 10-K |
| Non-Compete/Non-Solicit | Not disclosed |
Board Governance
- Board Service: Appointed as a director effective May 15, 2025; serves until next annual meeting; no additional compensation for board role .
- Structure: Chairman is Ken Globus (non-independent); five independent directors; no Lead Independent Director; investment committee includes one non-independent member; standing Audit and Compensation Committees composed solely of independent directors .
- Committee Roles: Vigilante is not on Board committees but attends Audit Committee meetings as management representative and advises the Compensation Committee as management .
- Attendance: Board held four regular meetings in 2024; all six directors and Vigilante attended all four meetings; independent directors met twice in executive session .
Director Compensation
| Role | Compensation |
|---|---|
| Donna Vigilante (Director) | No additional compensation for Board appointment |
| Non-Employee Directors (Reference) | Annual cash retainer $50,000; no committee/meeting fees (2024); some consulting fees to certain directors as disclosed |
Pay Versus Performance (Company-level context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO Total Compensation ($) | $52,769 (PEO in period) | $221,859 (PEO combined period) | $297,865 (PEO Vigilante) |
| Compensation Actually Paid to PEO ($) | $52,769 | $210,124 | $284,406 |
| Average Non-PEO NEO Comp ($) | $213,456 | $198,233 | $220,950 |
| Average Non-PEO NEO CAP ($) | $187,444 | $187,646 | $210,791 |
| Total Shareholder Return ($) | (5.38) | (3.33) | 2.96 |
| Net Income ($) | $2,569,512 | $2,581,370 | $3,250,875 |
Say-on-Pay & Shareholder Feedback
| Item | Result (Votes) |
|---|---|
| 2025 Say-on-Pay Approval | For: 2,568,277; Against: 45,457; Abstain: 40,456; Broker Non-Votes: 1,181,112 |
| 2025 Frequency of Say-on-Pay | “Every year” approved (2,509,975 “Every year”; 12,792 “Every 2 years”; 86,665 “Every 3 years”; 44,758 abstain; 1,181,112 broker non-votes) |
Performance & Track Record Highlights
| Period | Operational Highlights |
|---|---|
| 2025 YTD | Despite declines in cosmetic ingredients due to ASI inventory/demand issues, pharmaceuticals and medical lubricants grew; management pursuing Renacidin formulary additions and personal care product distribution strategy to drive future revenue . |
Compensation Structure Analysis
- Year-over-year: Mix is cash-oriented; no stock/option awards outstanding at FY-end 2024; base salary increased from $180,696 to $223,335; bonus rose from $21,350 to $50,000 .
- Incentive design: Bonuses are discretionary but benchmarked to annual corporate net income and corporate goals; paid in a single April cash payment; no equity-linked metrics disclosed .
- Governance controls: Insider trading policy and clawback policy in place; no external compensation consultant used in 2024 .
Risk Indicators & Red Flags
- Minimal Ownership: 2 shares held by Vigilante; de minimis alignment by share count .
- Equity Incentives: No outstanding equity awards for named executives at FY-end 2024; limited long-term equity alignment .
- Board Independence Structure: No Lead Independent Director; Chairman non-independent; Audit Committee lacks a “financial expert” (uses an advisor and a financially sophisticated member) .
- Related Party: $20,000 consulting to former President/Chairman Ken Globus in 2024 per policy; reviewed by Audit Committee .
Employment & Contracts Notes
- Current executives are at-will; no disclosed severance multiples or CoC triggers for Vigilante; former CEO had separation payments in 2023 .
Investment Implications
- Alignment: Cash-heavy pay with no equity awards and minimal personal share ownership reduces alignment with long-term TSR; consider advocating for equity-based incentives and ownership guidelines to strengthen alignment .
- Retention/Execution: Discretionary bonus tied to net income and goals provides near-term performance linkage; focus areas include Renacidin formulary expansion and personal care distribution changes that could drive revenue recovery post-ASI destocking .
- Governance Watch: Dual role (President + Director) without additional pay is common in small-caps; however, lack of lead independent director and absence of an Audit Committee financial expert may be governance quality concerns to monitor, balanced by majority independent Board and independent committees .
- Shareholder Sentiment: Strong 2025 say-on-pay support and annual frequency approval indicate current investor acceptance of pay program, though equity alignment remains an area for potential improvement .