Ken Globus
About Ken Globus
Ken Globus is Chairman of the Board of United-Guardian, Inc., age 73, first elected director in 1983; he previously served as President (1988–Oct 2022), General Counsel (1988–2022), and CFO (1997–2006), and holds a B.A. in psychology and English (SUNY Albany) and a J.D. (George Washington University Law School) . He is not independent under NASDAQ rules due to former employment, and serves alongside five independent directors; the Board has no lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United-Guardian, Inc. | Chairman of the Board | Sep 2009–present | Board leadership; non-independent director on Investment Committee |
| United-Guardian, Inc. | President; General Counsel | 1988–Oct 2022 | Led company operations and legal affairs |
| United-Guardian, Inc. | Chief Financial Officer | Nov 1997–Dec 2006 | Financial oversight and reporting |
| Law practice (private) | Attorney | Prior years (dates not disclosed) | Legal expertise applied to governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not list other public company directorships for Globus . |
Board Governance
- Independence: Globus does not qualify as independent under NASDAQ due to prior employment; the Board has a majority of independent directors (five of six other nominees) .
- Committee assignments: Footnotes indicate Globus is a member of the Investment Committee (two independent and one non-independent director); Audit Committee chaired by Arthur M. Dresner; Compensation Committee comprises Maietta, Dresner, Boccone .
- Attendance: In 2024 the Board held four regular meetings; six directors participated in all four and in the Annual Meeting, indicating full attendance at the Board level .
- Lead Independent Director: None; independent directors hold executive sessions at least twice per year and met twice in 2024 with full attendance .
- Governance structure: No standing Nominating Committee; independent directors perform nominations; Audit Committee lacks a “financial expert” (Papoulias is “financially sophisticated”; Maietta advises but is not independent for Audit) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Meeting Fees ($) | Other Cash ($) | Equity Grants (Type/Value) |
|---|---|---|---|---|
| 2024 | 50,000 | 0 (no committee or meeting fees) | 20,000 (consulting per 11/1/2022 MOU) | None disclosed |
| 2023 | 50,000 annual rate from Jul 1; prior rate $40,000 (non-employee directors; Ken was retired) | 0 | Not disclosed for 2023 in director table | None disclosed |
- Director compensation is set by the full Board upon recommendation from independent directors; no external compensation consultant for directors .
Performance Compensation
| Component | Terms | Performance Metrics | Vesting Schedule |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None outstanding as of FY-2024 | Not applicable | Not applicable |
| Bonus (director) | Not paid; directors receive cash retainers only | Not applicable | Not applicable |
For executives, annual bonuses are discretionary and primarily tied to Company net income; this framework does not apply to director pay .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Globus in UG’s proxy .
- Interlocks: No interlocks with UG competitors/suppliers/customers disclosed; legal proceedings in past ten years: none for nominees .
Expertise & Qualifications
- Legal and corporate governance expertise from decades as General Counsel and prior legal practice; business leadership as President; finance experience as former CFO .
- Deep knowledge of UG’s operations built over ~39 years in senior roles, enhancing board oversight continuity .
Equity Ownership
| Holder/Capacity | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Ken Globus (direct) | 279,027 | 6.1% (component of total) | Direct ownership |
| Alfred Globus Testamentary Trust (joint trustee) | 760,000 | 16.5% (component of total) | Sole voting rights; shared investment power |
| Spouse (beneficial) | 279,026 | 6.1% (component of total) | Beneficial ownership via spouse |
| Total beneficial | 1,318,053 | 28.7% | Aggregate beneficial ownership |
| Shares outstanding (as of 3/31/2025) | 4,594,319 | — | Basis for % calculation |
- Pledging/hedging: Not disclosed in proxy (insider trading policy in place) .
- Section 16 filings: Company believes all required insider reports were timely for FY-2024 .
Related Party Transactions and Conflicts
- Consulting payments: UG paid Globus $20,000 for consulting in 2024 under a memorandum of understanding dated November 1, 2022, retaining him for management guidance post-retirement .
- Review policy: Audit Committee reviews related-party transactions expected to exceed $50,000 annually; director/officer compensation is exempt as pre-approved .
- Concentrated control: As a 28.7% beneficial owner with sole voting rights over 760,000 trust shares, Globus has significant influence over corporate actions, which can align interests but may raise entrenchment concerns in absence of a lead independent director .
Compensation Committee Analysis
- Composition: Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone; management advisor Donna Vigilante; one meeting held in 2024; no external compensation consultant engaged .
- Methodology: Bonuses for employees determined based on prior-year financial results (net income) and individual performance; directors’ compensation set by full Board on recommendation of independent directors .
Governance Assessment
-
Positives:
- Strong attendance; all directors attended four regular meetings and Annual Meeting in 2024, indicating engaged Board .
- Majority independent Board; independent directors hold executive sessions regularly (twice in 2024) .
- Significant ownership by Globus aligns financial incentives with shareholders .
-
Concerns / RED FLAGS:
- Non-independent Chair (Globus) with ongoing consulting relationship and large ownership stake may concentrate influence; absence of a lead independent director amplifies this risk .
- Audit Committee lacks a designated “financial expert,” relying on an advisor not independent for Audit and a “financially sophisticated” member, which may weaken financial oversight rigor .
- No Nominating Committee; nominations handled by full Board/majority of independents, which is permissible but can dilute specialized oversight of director selection .
Overall, Ken Globus brings deep company-specific expertise and substantial skin-in-the-game, but his non-independence, consulting relationship, and concentrated control require robust counterbalances through independent leadership, committee strength (particularly Audit), and transparent related-party oversight to maintain investor confidence .