Robert Shaw II
About Robert W. Shaw II
Independent director of Ultralife Corporation since June 2010; age 68. Background spans consulting to Pratt Miller, Inc. (automotive racing and defense engineering) since 2015, prior presidencies of the largest U.S. dining/excursion boat operator and a large mechanical contracting company focused on federal government and healthcare markets. Former U.S. Marine Corps infantry Captain; MBA from Harvard University; BS in Engineering from Cornell University. Nominated for re‑election based on management expertise and executive leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pratt Miller, Inc. | Consultant (engineering for automotive racing and defense) | Since 2015 | Management/engineering advisor |
| Largest U.S. dining & excursion boat operator (unnamed) | President | Not disclosed | P&L leadership |
| Large mechanical contracting company (federal/healthcare focus) | President | Not disclosed | Operations leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists no current public company directorships for Mr. Shaw |
Board Governance
- Independence: The board determined that, except for CEO Michael E. Manna and Board Chair Bradford T. Whitmore, all directors (including Mr. Shaw) are independent for Audit & Finance; and except for Mr. Manna, all directors (including Mr. Shaw) are independent for Corporate Development & Governance and Compensation & Management .
- Committee assignments (current):
- Compensation & Management Committee: Chair – Robert W. Shaw II
- Audit & Finance Committee: Member – Robert W. Shaw II (Chair: Thomas L. Saeli)
- Corporate Development & Governance Committee: Member – Robert W. Shaw II (Chair: Janie Goddard)
- Meeting attendance and engagement: In 2024, each director attended at least 75% of board and applicable committee meetings; all directors participated in the prior Annual Meeting; independent directors met in four executive sessions during 2024 .
- Board leadership and refresh: Board Chair is Bradford T. Whitmore; policy requires directors to retire at the annual meeting following their 70th birthday (extended to 75 if the director owns >5% of common shares) .
Committee Roles Table
| Committee | Role | 2024 Meeting Count |
|---|---|---|
| Compensation & Management | Chair (Shaw) | 4 |
| Audit & Finance | Member (Chair: Saeli) | 4 |
| Corporate Development & Governance | Member (Chair: Goddard) | 5 |
Fixed Compensation
- Program structure: Cash-only director compensation; annual director period runs July 1–June 30; program targets median of like-sized micro-cap/industry peers; no meeting fees; additional cash retainers for committee membership and chair roles .
- Ownership guidelines: Non-employee directors must own ≥$40,000 in ULBI stock; all current non-employee directors meet the guideline .
Annual Retainers (effective for period Jul 1, 2024 – Jun 30, 2025)
| Component | Amount |
|---|---|
| Board retainer – non-employee director | $73,500 |
| Board Chair retainer | $108,000 |
| Committee membership retainer (per committee) | $7,300 |
| Committee chair retainer (per committee) | $18,100 |
Director Compensation – Actual (Fiscal Year Ended Dec 31)
| Director | 2023 Fees Paid in Cash ($) | 2024 Fees Paid in Cash ($) |
|---|---|---|
| Robert W. Shaw II | 99,390 | 102,443 |
Notes: For 2024, no stock awards, option awards, non-equity incentives, deferred comp, or other compensation were paid to non-employee directors; totals equal cash fees . For 2023, same; totals equal cash fees .
Performance Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards to directors | $0 | $0 |
| Option awards to directors | $0 | $0 |
| Non-equity incentive to directors | $0 | $0 |
- No performance metrics apply to director compensation; equity for directors was not granted in 2023 or 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Shaw |
| Committee roles at other publics | Not disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed; ULBI reports no related party transactions in 2023–2024 |
Expertise & Qualifications
- Leadership: Former President roles in large services and contracting businesses; consulting to a premier defense/racing engineering firm (Pratt Miller) .
- Education: MBA (Harvard); BS Engineering (Cornell) .
- Military: U.S. Marine Corps infantry Captain .
- Governance: Chair of Compensation & Management Committee; member of Audit & Finance and Corporate Development & Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | As-of Date | Notes |
|---|---|---|---|
| Robert W. Shaw II | 62,750 | May 23, 2024 | As reported in management ownership table |
| Robert W. Shaw II | 69,250 | May 22, 2025 | As reported in management ownership table |
- Director stock ownership guideline: ≥$40,000; Company reports all non-employee directors meet the guideline .
- Hedging/derivatives: Directors, officers, employees are prohibited from short sales and buying/selling ULBI derivatives; insider trading policy with scheduled blackout periods .
- Related party transactions: None reportable in 2023–2024 (board-level control via Audit & Finance Committee policy) .
Governance Assessment
- Board effectiveness and independence: Shaw serves as an independent director, chairs the Compensation & Management Committee, and sits on Audit & Finance and Corporate Development & Governance—committees comprised solely of independent directors; attendance thresholds were met and executive sessions held quarterly in 2024, supporting oversight rigor .
- Alignment and incentives: Directors receive cash-only compensation with no equity grants in 2023–2024; however, director ownership guidelines apply and are met, providing minimum alignment; hedging is prohibited, further aligning interests with shareholders .
- Conflicts/related-party exposure: No related-party transactions disclosed for 2023–2024; Corporate policies require Audit & Finance review of any such matters .
- Board refresh risk: Retirement policy calls for retirement at the annual meeting following the 70th birthday (extended to 75 for >5% owners); with Mr. Shaw at 68, medium-term refresh is likely under current policy .
RED FLAGS / WATCH ITEMS
- Concentrated ownership at the Board Chair: Bradford T. Whitmore beneficially owns 37.4% of shares and is not independent for Audit; while committees are independent, concentrated control can present governance perception risks for minority investors .
- Majority voting proposal: In 2024 a shareholder proposed majority voting for director elections; the Board recommended AGAINST—investors focused on accountability may view persistent plurality standards negatively if re-proposed .
- Director equity grants absent: No equity awards to directors in 2023–2024; while ownership guidelines are in place, some investors prefer a mix including equity to deepen alignment; monitor future policy updates .