Lawrence Maietta
About Lawrence F. Maietta
Lawrence F. Maietta, age 67, is an independent director of UG first elected in 1994. He is a CPA with over 40 years of experience, currently a partner at PKF O’Connor Davies, LLP (since January 1, 2021), previously a partner at Bonamassa, Maietta & Cartelli, LLP (1991–2020), and UG’s Controller (October 1991–November 1997). He holds a BBA from Niagara University and an MBA from Hofstra University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UG (United-Guardian, Inc.) | Controller | Oct 1991–Nov 1997 | Financial reporting leadership; deep knowledge of UG operations |
| Bonamassa, Maietta & Cartelli, LLP | Partner | 1991–2020 | Public accounting and tax; served UG and other clients |
| PKF O’Connor Davies, LLP | Partner | Jan 1, 2021–present | CPA; prepares financial reports and tax returns; senior accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PKF O’Connor Davies, LLP | Partner | Jan 1, 2021–present | Provides consulting work to UG related to financial statement and tax review |
| Bonamassa, Maietta & Cartelli, LLP | Partner | 1991–2020 | Long-standing public accounting practice |
Board Governance
- Committee memberships: Compensation Committee (member), Investment Committee (member) . Historically only the Audit Committee has a chairman; the Investment Committee does not have a chair .
- Audit Committee: Maietta acts as an advisor (non-member) to the Audit Committee. He is not deemed independent for Audit Committee membership because he receives consulting fees from UG; however, he remains independent under NASDAQ rules for board service overall, with the Board determining the fees are not material and below NASDAQ/SEC thresholds (except for Audit Committee purposes) .
- Independence: The Board affirmatively determined Maietta is independent under NASDAQ listing standards for board service (not for Audit Committee membership, due to consulting fees) .
- Attendance and engagement: In FY 2024, the Board held four regular meetings; all six directors attended all four and the Annual Meeting. Independent directors held two executive sessions and all independent directors (including Maietta) were present at both .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Paid quarterly; no additional committee or meeting fees |
| Consulting fees (PKF O’Connor Davies) | 23,250 | For work by Maietta reviewing UG quarterly/annual financial statements and corporate tax returns |
| Total | 73,250 | Director fees + consulting |
Additional context:
- Retainer change in 2023: $40,000 (Jan 1–Jun 30, 2023) increased to $50,000 (Jul 1–Dec 31, 2023); no committee or meeting fees .
Performance Compensation
| Performance-Linked Element | Disclosure |
|---|---|
| Equity grants (RSUs/PSUs/options) | None disclosed for directors; director pay is cash-only retainer |
| Meeting/committee fees | None; no fees paid for committee participation or independent director meetings |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Organization | Role | Tenure | Interlocks / Potential Conflicts |
|---|---|---|---|
| Other public company boards | None disclosed | — | No other public company directorships listed for Maietta |
| UG → PKF O’Connor Davies | Consulting relationship | 2024 | UG paid $23,250 to PKF for work by Maietta reviewing UG’s financial statements and tax returns |
Expertise & Qualifications
- CPA and accounting/finance expert with >40 years preparing financial reports and tax returns .
- UG operational familiarity (former Controller), providing business and financial expertise relevant to board oversight .
- Education: BBA (Niagara University) and MBA (Hofstra University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Lawrence F. Maietta | 4,000 | <1% | March 31, 2025 |
No pledging, hedging, options, or unvested equity positions are disclosed for Maietta .
Compensation Committee Analysis
- Composition: Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone; management advisor: Donna Vigilante .
- Consultant use: Neither management nor the Committee engaged a compensation consultant in 2024 .
- Activity: One meeting in 2024; committee determines annual bonus pool and any cost-of-living increases each March based on prior-year financial results (non-equity, single cash payments) .
Governance Assessment
- Independence and conflict optics: Maietta is independent for board service but disqualified from Audit Committee membership due to consulting fees received from UG via PKF. He nevertheless advises the Audit Committee while UG pays his firm for financial statement and tax review work. This creates perceived conflict risk (dual role and compensation source), though the Board states payments are below materiality thresholds for general independence .
- Board effectiveness: Attendance is strong (100% board meeting attendance; participation in executive sessions), and Maietta brings deep financial and company-specific experience to the Compensation and Investment Committees .
- Capability gap: The Audit Committee lacks a designated “financial expert,” relying on Maietta as advisor and on another director deemed “financially sophisticated,” which may be viewed as a governance weakness relative to best practice benchmarks .
- Alignment: Director compensation is cash-only; Maietta holds 4,000 shares (<1%), indicating limited direct equity alignment compared to larger equity-based director programs at peers .
RED FLAGS
- Consulting fees paid to the director’s firm while he advises the Audit Committee and serves on the Board (conflict optics; Audit Committee independence disqualification) .
- Absence of an Audit Committee financial expert (Board cites cost considerations) .