Michael Manna
About Michael Manna
Michael E. Manna, age 55, is President & Chief Executive Officer (CEO) of Ultralife Corporation and a director since November 22, 2022. He has 30 years with Ultralife, joining in 1993, and is a recognized expert in rechargeable and primary battery cell design with several company patents; he helped deliver the first Lithium‑Ion Polymer cell to market. He holds a BS in Computer Science from Rochester Institute of Technology . Pay-versus-performance shows Compensation Actually Paid of $527,675 (2024), $887,321 (2023), and $281,532 (2022); the value of a $100 investment based on TSR was $123 (2024), $113 (2023), and $64 (2022), with Net Income Attributable to Ultralife of $6,312k (2024), $7,197k (2023), and $(119)k (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ultralife Corporation | President & CEO; Director | Nov 22, 2022 – Present | Leads corporate strategy and Battery & Energy Products segment |
| Ultralife Corporation | President, Battery & Energy Products; prior leadership in engineering, operations, product management, R&D, sales | 1993 – Nov 22, 2022 | Awarded several patents; key member delivering first Li‑Ion Polymer cell to market |
External Roles
None disclosed in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $376,923 | $388,461 |
| Target Bonus (% of Salary) | 60% | 60% |
| Actual STIP Bonus ($) | $278,214 (paid Mar 2024) | $0 (no award earned) |
| Option Awards – Grant Date Fair Value ($) | $106,004 | $81,652 |
| All Other Compensation ($) | $17,902 | $19,064 |
| Total Compensation ($) | $779,043 | $489,177 |
| Approved Base Salary Change | +3.0% to $386,249 (Oct 2023) | +10.7% to $415,000 (Dec 2024) |
Performance Compensation
Short-Term Incentive Plan (STIP)
| Year | Metric | Weighting | Target | Thresholds | Actual | Payout |
|---|---|---|---|---|---|---|
| 2024 | Consolidated Operating Profit | 70% | $12.0 million | No award if <90% | Not disclosed; company states no award earned | 0% of target; $0 |
| 2024 | Consolidated Revenue | 30% | $169.5 million | No award if <95% | Not disclosed; company states no award earned | 0% of target; $0 |
| 2023 | Consolidated Operating Profit | 70% | $7.7 million | No award if <75% | Not disclosed | Part of total bonus $278,214 |
| 2023 | Consolidated Revenue | 30% | $156.5 million | No award if <90% | Not disclosed | Part of total bonus $278,214 |
Notes:
- STIP design targets combined cash comp near 50th percentile of peer group upon target achievement .
- Overachievement scale: up to 150% (2024) and up to 135% (2023) of target depending on metric performance .
Long-Term Incentive Plan (Stock Options)
| Grant Date | Shares | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Oct 19, 2022 | 12,500 | 5.4533 | Oct 19, 2029 | 4,167 on 10/19/2023; 4,167 on 10/19/2024; 4,166 on 10/19/2025 |
| Feb 21, 2023 | 12,500 | 4.0737 | Feb 21, 2030 | 4,167 on 2/21/2024; 4,167 on 2/21/2025; 4,166 on 2/21/2026 |
| Dec 7, 2023 | 23,000 | 6.8354 | Dec 7, 2030 | 7,667 on 12/7/2024; 7,667 on 12/7/2025; 7,666 on 12/7/2026 |
| Dec 13, 2024 | 20,000 | 7.8589 | Dec 13, 2031 | 6,667 on 12/13/2025; 6,667 on 12/13/2026; 6,666 on 12/13/2027 |
| Legacy Outstanding Options | 8,500 @ $9.8514 exp. 4/18/2025; 10,000 @ $8.2523 exp. 7/23/2026; 10,000 @ $8.4476 exp. 9/6/2026; 11,000 @ $6.5062 exp. 4/22/2027; 12,500 @ $6.9694 exp. 10/20/2028 | — | See left | Fully vested/exercisable as shown |
Option exercises: No CEO exercises reported for 2024; CFO exercised options (disclosed for comparison) .
Equity Ownership & Alignment
| As of May 22, 2025 | Amount |
|---|---|
| Beneficial Ownership (total shares) | 99,209; less than 1% of class |
| Direct Shares Held | 22,874 |
| Shares Subject to Options Exercisable Within 60 Days | 76,335 |
| Percent of Class (deemed outstanding basis) | Computed on 16,709,300 shares; <1% |
| Executive Stock Ownership Guidelines | CEO: 1.0x salary; CFO: 0.5x salary |
| Guideline Measurement Price | $7.32 VWAP over preceding two years (for 2023 determination) |
| Compliance Timing | Executives have 3 years from appointment; Mr. Manna had until Nov 21, 2024 to meet guidelines (status not stated subsequently) |
| Hedging Policy | Directors, officers, employees prohibited from short sales and trading in derivatives of Ultralife securities |
Notes:
- Pledging policy not disclosed in proxy. Director stock ownership guidelines require at least $40,000 of common stock; all non‑employee directors meet guidelines .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Agreements | None in place for Mr. Manna (or CFO) |
| Covenants | Executed standard Employee Confidentiality, Non‑Disclosure, Non‑Compete, Non‑Disparagement and Assignment Agreement |
| Change‑in‑Control | Full vesting of all outstanding unvested stock options and other equity awards upon a “Change in Control” (2014 LTIP and 2024 LTIP) |
| Retirement Equity Treatment | Upon retirement and compliance with non‑compete, retains unexpired stock options until option term expiration (policy modified Oct 18, 2018) |
| Severance Multiples | Not disclosed; retirement benefits limited to qualified 401(k) |
| Clawback | Not specifically disclosed in proxy; Insider Trading Compliance Policy governs trading timing and behavior |
| Perquisites | Medical/dental premiums, long‑term care insurance, tax prep/financial planning reimbursement; included under “All Other Compensation” |
Board Governance
- Board size five; Mr. Manna serves as director; others nominated are not employees of the company or affiliates; Mr. Manna nominated based on battery expertise and leadership as CEO .
- Compensation & Management Committee: Robert W. Shaw II (Chair), Janie Goddard, Thomas L. Saeli; authority to retain outside experts; met four times in 2024; administers 2014 and 2024 LTIPs .
- Audit & Finance Committee: Thomas L. Saeli (Chair), Janie Goddard, Robert W. Shaw II; report affirms auditor independence and oversight of financial reporting .
- Executive sessions: independent directors met in executive session four times in 2024; all directors attended the annual meeting .
- Director compensation: non‑employee directors paid cash retainers (e.g., $73,500; Chair $108,000 for period July 1, 2024–June 30, 2025); committee retainers $7,300 members/$18,100 chairs; CEO is ineligible for director compensation .
- Concentrated ownership: Board Chair Bradford T. Whitmore beneficially owns 37.4% (via entities); Visionary Wealth Advisors 6.6%; Dimensional Fund Advisors 6.2% .
Dual‑role implications:
- CEO is also a director, but not Chair; Board Chair is a major shareholder (37.4%), which may raise independence considerations in compensation and governance decisions despite committee structure and executive sessions .
Director Compensation (for Manna as Director)
- Ineligible to receive director pay due to being an employee; see executive compensation for CEO pay .
Performance & Track Record
| Year | Compensation Actually Paid ($) | TSR Value of $100 Investment ($) | Net Income Attributable ($000) |
|---|---|---|---|
| 2022 | $281,532 | $64 | $(119) |
| 2023 | $887,321 | $113 | $7,197 |
| 2024 | $527,675 | $123 | $6,312 |
Highlights:
- STIP metrics emphasize operating profit and revenue growth; 2023 award paid, 2024 forfeited due to performance miss .
- Base salary increased 10.7% in Dec 2024 despite no 2024 STIP payout, reflecting retention and performance factors considered by the committee .
- No reportable related-party transactions; hedging prohibited; independence processes codified via Code of Ethics and committee oversight .
Compensation Structure Analysis
- Mix shift: CEO compensation is primarily cash plus options; no RSUs/PSUs granted in 2023–2024, indicating higher performance/market-risk exposure via options rather than time-based equity .
- At‑risk pay: STIP targets 60% of salary for CEO with strict threshold cutoffs; 2024 paid $0, reinforcing pay-for-performance discipline .
- Governance: Change‑in‑control full vesting accelerates equity, which could incentivize deal timing but aligns option value with stockholder outcomes .
- Peer positioning: STIP set to deliver cash comp near the 50th percentile upon target achievement; director pay calibrated to micro‑cap medians .
Equity Ownership & Option Detail (Vesting Pressure Indicators)
| Option Lot | Exercisable (12/31/2024) | Unexercisable (12/31/2024) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Legacy lots | 8,500 | — | 9.8514 | 4/18/2025 |
| Legacy lots | 10,000 | — | 8.2523 | 7/23/2026 |
| Legacy lots | 10,000 | — | 8.4476 | 9/6/2026 |
| Legacy lots | 11,000 | — | 6.5062 | 4/22/2027 |
| Legacy lots | 12,500 | — | 6.9694 | 10/20/2028 |
| Oct 19, 2022 grant | 8,334 | 4,166 | 5.4533 | 10/19/2029 |
| Feb 21, 2023 grant | 4,167 | 8,333 | 4.0737 | 2/21/2030 |
| Dec 7, 2023 grant | 7,667 | 15,333 | 6.8354 | 12/7/2030 |
| Dec 13, 2024 grant | — | 20,000 | 7.8589 | 12/13/2031 |
Near‑term selling/exercise pressure:
- 8,500 options expiring April 18, 2025 may prompt exercise decisions; no CEO option exercises disclosed for 2024 .
- As of May 22, 2025, 76,335 options were exercisable within 60 days, indicating potential short‑term exercise capacity .
Employment & Contracts (Retention Risk)
- No employment agreement; retention levers include STIP (60% of salary target), option grants with multi‑year vesting, and recent base pay increase .
- Retirement equity retention contingent on non‑compete compliance; full acceleration on change‑in‑control .
Investment Implications
- Alignment: Pay-for-performance discipline evident with zero 2024 STIP payout; equity is option‑based, increasing sensitivity to share price outcomes. However, personal direct ownership is modest (<1%); continued adherence to executive ownership guidelines is important for alignment signaling .
- Near‑term technicals: Option expirations (e.g., April 2025) and a sizable pool of options exercisable within 60 days may introduce episodic selling or exercise flows; hedging is prohibited which limits downside protection behaviors .
- Governance: Concentrated control by the Board Chair (37.4%) plus CEO as director can heighten independence concerns; committee structure, executive sessions, and hedging prohibitions partially mitigate risk, but investors should monitor compensation and strategic decisions for minority shareholder alignment .
- Performance: TSR recovery from 2022 lows and positive net income in 2023–2024 support the compensation outcomes; 2024 base salary increase (10.7%) despite no STIP payout suggests the board prioritized retention and strategic objectives amid integration and growth initiatives .