Bradford Whitmore
About Bradford T. Whitmore
Bradford T. Whitmore, 68, has served on Ultralife’s board since June 2007 and as Chair of the Board since March 2010. He is the Managing Partner of Grace Brothers LP (since 1985), and holds a B.S. in Mechanical Engineering from Purdue University and an M.B.A. from Northwestern University’s Kellogg School of Management . The company states that, except for CEO Michael Manna and Mr. Whitmore, all directors are independent for Audit Committee purposes; for the Compensation and Corporate Development & Governance committees, all nominees except Mr. Manna are independent . In 2024 the Board met five times and committees met thirteen times; each director attended at least 75% of Board and committee meetings, and all directors participated in the prior annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grace Brothers LP | Managing Partner | 1985–present | Long-tenured investor; corporate finance/development expertise |
| Several privately held companies (GBLP portfolio) | Director | Various | Board roles across private companies; not-for-profit boards also noted |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No current public company directorships disclosed for Mr. Whitmore in the proxy . |
| Various private companies (GBLP-affiliated) | Director | Various | Served as director of several privately held companies in which Grace Brothers LP and affiliates held investments . |
| Not-for-profit organizations | Director/Trustee | Various | Board roles referenced . |
Board Governance
- Board Chair; serves as non-voting ex‑officio member of all committees .
- Committee rosters: Audit & Finance (Saeli—Chair; Goddard; Shaw); Corporate Development & Governance (Goddard—Chair; Saeli; Shaw); Compensation & Management (Shaw—Chair; Goddard; Saeli) .
- Independence: For Compensation and Corporate Development & Governance committees, all nominees except CEO Manna are “independent”; for Audit & Finance, all except CEO Manna and Mr. Whitmore are “independent” .
- Attendance: In 2024 the Board met 5 times; committees met 13 times; each director attended at least 75% of combined Board/committee meetings .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Annual meeting attendance: All directors participated in last year’s Annual Meeting .
- Retirement policy: Directors retire at the annual meeting following their 70th birthday, except if a director owns >5% of outstanding common shares, retirement age increases to 75; Mr. Whitmore beneficially owns 37.4% and thus qualifies for the higher threshold .
Fixed Compensation
- Cash-only program; no equity grants to non-employee directors in 2023–2024 .
- Annual retainers (Chair/member):
- Jul 1, 2024–Jun 30, 2025: Chair $108,000; other directors $73,500; committee chair/member retainers $18,100/$7,300 .
- Jul 1, 2023–Jun 30, 2024: Chair $103,000; other directors $70,040; committee chair/member retainers $17,250/$6,950 .
| Director Compensation ($) | FY 2023 | FY 2024 |
|---|---|---|
| Whitmore – Fees Paid in Cash | 103,000 | 104,250 |
| Whitmore – Stock Awards | — | — |
| Whitmore – Option Awards | — | — |
| Whitmore – Other/Total | Total: 103,000 | Total: 104,250 |
Performance Compensation
- No equity or non-equity incentive compensation for non-employee directors in 2023–2024; Stock Awards, Option Awards, and Non‑Equity Incentive Plan Compensation columns are zero/not applicable in the director compensation tables .
Other Directorships & Interlocks
- Public boards: None disclosed for Mr. Whitmore .
- Interlocks/ownership links: Managing Partner of Grace Brothers LP, which (together with SUNRAY I, LLC and Mr. Whitmore) collectively beneficially owns 37.4% of Ultralife .
- Ex‑officio committee roles: As Board Chair, serves as non‑voting ex‑officio member of all Board committees .
Expertise & Qualifications
- Corporate development and significant corporate finance expertise; decades-long investment leadership at Grace Brothers LP .
- Technical and business credentials: B.S. Mechanical Engineering (Purdue); M.B.A. (Northwestern/Kellogg) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Bradford T. Whitmore (individual/affiliated) | 6,224,901 | 37.4% | Sole voting/dispositive power over 5,706,285 shares (including 4,452,283 via SUNRAY I, LLC); shared voting/dispositive power over 518,616 shares with Grace Brothers LP; based on Form 4 dated May 15, 2025 and outstanding shares of 16,632,965 as of May 22, 2025 . |
Shareholder Voting Support (Director Elections)
| Meeting Year | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| 2024 (Whitmore) | 10,710,761 | 330,795 | 2,535,628 |
| 2025 (Whitmore) | 10,508,532 | 747,769 | 2,940,419 |
Policies, Related Parties, and Risk Indicators
- Related party transactions: Company policy requires Audit & Finance Committee review; no reportable related party transactions in 2023–2024 .
- Hedging/derivatives: Directors, officers, and employees are prohibited from short sales and from buying/selling puts, calls, or other derivatives of Ultralife securities .
- Majority voting proposal: A 2024 shareholder proposal to adopt majority voting for director elections failed; Board recommended “AGAINST” .
- Equity plan controls: 2024 LTIP approved; includes prohibition on option/SAR repricing without shareholder approval and single‑trigger full vesting upon change in control .
- Director ownership guideline: Non‑employee directors must own at least $40,000 of ULBI stock; company notes all non‑employee directors currently meet the guideline .
Governance Assessment
- Alignment vs. conflicts: Mr. Whitmore’s 37.4% beneficial ownership strongly aligns incentives with shareholders but concentrates influence; he is not deemed independent for Audit & Finance Committee purposes, though the other directors on that committee are independent .
- Board effectiveness: Chair separation from CEO and regular independent executive sessions (four in 2024) support oversight; attendance met the 75% threshold and all directors attended the annual meeting .
- Compensation signals: Director pay is 100% cash (no equity grants in 2023–2024), with a modest increase in the Chair retainer year over year (to $108,000 for the July 2024–June 2025 period), which may limit incremental long‑term equity alignment at the board level .
- Shareholder sentiment: Withhold votes for Mr. Whitmore increased in 2025 (747,769) vs. 2024 (330,795) while still securing re‑election—an incremental caution signal to monitor alongside the failed majority‑voting shareholder proposal in 2024 .
- RED FLAGS to monitor: Concentrated ownership/Board Chair dual role (potential perceived conflict), non‑independence for Audit & Finance Committee, and rising withhold votes; mitigating factors include absence of related‑party transactions disclosed in 2023–2024, anti‑hedging policy, and independent committee leadership .