Janie Goddard
About Janie Goddard
Janie Goddard, age 54, has served as an independent director of Ultralife Corporation since February 21, 2023. She is currently CEO of ICM Controls (since October 2023) and previously held divisional Chief Executive roles at Halma plc’s Medical and Environmental sector (2019–2023), with earlier leadership posts at Novanta, Covidien (Medtronic), and Johnson & Johnson; she holds a B.S. from Washington University in St. Louis and an MBA from Harvard Business School . The Board has determined she is independent under NASDAQ standards and she met attendance expectations in 2024 (≥75% of board/committee meetings; all directors attended the most recent annual meeting) .
Past Roles
| Organization | Role | Tenure | Committees/Impact | Citation |
|---|---|---|---|---|
| Halma plc | Divisional Chief Executive, Environmental and Analysis Sector; Divisional Chief Executive, Medical & Environmental Sector | 2019–2023 | P&L leadership; commercial execution; M&A | |
| Novanta | Leadership roles | Not disclosed | Commercial/operational leadership | |
| Covidien (acquired by Medtronic) | Leadership roles | Not disclosed | Commercial/operational leadership | |
| Johnson & Johnson | Leadership roles | Not disclosed | Commercial/operational leadership |
External Roles
| Organization | Role | Since | Committees/Impact | Citation |
|---|---|---|---|---|
| ICM Controls Corporation | Chief Executive Officer | Oct 2023 | Advanced manufacturing; industrial electronics | |
| Methode Electronics, Inc. (NYSE: MEI) | Director | Not disclosed | Board-level oversight in automotive/industrial |
Board Governance
- Committee assignments: Audit & Finance (member), Compensation & Management (member), Corporate Development & Governance (Chair) .
- Independence: Independent for NASDAQ standards across governance, compensation, and audit committees (all directors except Manna and Whitmore are independent for Audit) .
- Engagement: Board met 5 times in 2024; committees met 13 times in total (Audit 4; Governance 5; Compensation 4); each director attended ≥75% of applicable meetings; all directors attended the most recent annual meeting .
- Executive sessions: Independent directors held four executive sessions in 2024 (without management) .
- Risk oversight: Governance Committee has overall enterprise risk oversight; Audit Committee oversees financial and cybersecurity risks .
| Committee | Role | 2024 Meetings | Independence Status | Risk/Remit | Citation |
|---|---|---|---|---|---|
| Corporate Development & Governance | Chair | 5 | Independent | Strategy, acquisitions, director nominations/compensation; CEO/Chair performance evaluations; enterprise risk oversight | |
| Audit & Finance | Member | 4 | Independent | Auditor selection, financial statement integrity, internal controls, cybersecurity risk | |
| Compensation & Management | Member | 4 | Independent | Officer pay, equity plans (2014 LTIP, 2024 LTIP), compensation policy; authority to retain experts |
Fixed Compensation
- Non-employee director cash retainer (Jul 1, 2024–Jun 30, 2025): $73,500; Board Chair retainer: $108,000; committee retainers per committee: member $7,300; chair $18,100 (paid quarterly) .
- 2024 total fees paid to Janie Goddard: $102,443 (cash); no stock awards, no option awards, no meeting fees, and no other compensation .
| Component | FY2024 Amount ($) | Citation |
|---|---|---|
| Cash fees (retainers incl. committee roles) | 102,443 | |
| Stock awards | 0 | |
| Option awards | 0 | |
| Non-equity incentive | 0 | |
| Deferred compensation earnings | 0 | |
| All other compensation | 0 |
| Period | Non-Employee Director Annual Retainer ($) | Board Chair Annual Retainer ($) | Committee Member Retainer ($ per committee) | Committee Chair Retainer ($ per committee) | Citation |
|---|---|---|---|---|---|
| Jul 1, 2024–Jun 30, 2025 | 73,500 | 108,000 | 7,300 | 18,100 | |
| Jul 1, 2023–Jun 30, 2024 | 70,040 | 103,000 | 6,950 | 17,250 |
Performance Compensation
- No performance-based equity or cash incentives disclosed for non-employee directors in 2024 .
| Metric Category | Plan/Metric | Weighting | Award Outcome (FY2024) | Citation |
|---|---|---|---|---|
| Equity awards | RSUs/PSUs | Not applicable | None granted/outstanding | |
| Options | Strike/vesting | Not applicable | None granted/outstanding | |
| Cash incentive | Meeting-based or performance-linked | Not applicable | None |
Other Directorships & Interlocks
| Company | Relationship to ULBI | Potential Interlock/Conflict Note | Citation |
|---|---|---|---|
| Methode Electronics (MEI) | External public board | No related-party transactions disclosed by ULBI for 2023–2024 | |
| ICM Controls | External employer (CEO) | No related-party transactions disclosed by ULBI for 2023–2024 |
Expertise & Qualifications
- Strategic P&L leadership across global industrial and medical technology businesses; expertise in commercial execution, strategic marketing, product development, and M&A .
- Financial literacy for audit committee service (Board determination that all Audit & Finance members are financially literate) .
- Education: B.S., Washington University in St. Louis; MBA, Harvard Business School .
Equity Ownership
- Beneficial ownership: 4,381 shares; less than 1% of shares outstanding .
- Director stock ownership guidelines: Minimum $40,000 of ULBI common stock; newly elected directors have two years to comply; currently all non-employee directors meet guidelines .
- Hedging/derivatives prohibition for directors; blackout windows enforced per Insider Trading Compliance Policy .
| Holder | Shares Beneficially Owned | Percent of Class | Ownership Guideline Status | Hedging/Pledging Policy | Citation |
|---|---|---|---|---|---|
| Janie Goddard | 4,381 | <1% | Meets $40,000 guideline | Hedging and derivatives prohibited |
Insider Trades
| Date | Filing Type | Transaction | Shares | Price ($) | Notes | Citation |
|---|---|---|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — | — | Proxy reports current beneficial ownership but does not list Form 4 transactions |
Governance Assessment
- Strengths: Independent director with cross-industry operating expertise; chairs Governance Committee with remit over strategy, acquisitions, nominations, director compensation, and CEO/Chair evaluations; participates across Audit and Compensation committees; board/committee attendance thresholds met; independent director executive sessions held regularly .
- Alignment: Director ownership guidelines in place and met; no director equity grants in 2024 (reduces pay complexity); hedging/derivative trading prohibited; related-party transaction policy in place and no reportable transactions in 2023–2024 .
- Watch items: Board Chair (Whitmore) is not independent for audit and holds a concentrated stake (37.4% as of May 22, 2025), which can influence governance dynamics; continued monitoring of any business interactions with ICM Controls or Methode Electronics for potential related-party exposure, though none are disclosed for 2023–2024 .
- Compensation structure: Director pay is cash-retainer based with YoY increases to retainers and committee fees; absence of equity grants avoids dilution but may limit long-term equity alignment at the board level; however, ownership guidelines partially address alignment .