Thomas Saeli
About Thomas L. Saeli
Thomas L. Saeli (age 68) has served as an independent director of Ultralife Corporation since March 2010. He is a former CEO, President, and director of JRB Enterprises / Duro-Last Inc. (2011–retired March 2024; sold to Holcim one year prior), previously CEO and director of Noble International, Ltd., and earlier VP of Corporate Development at Lear Corporation. He holds a BA in Economics (Hamilton College) and an MBA in Finance & Accounting (Columbia Business School) and is designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JRB Enterprises / Duro-Last Inc. | Chief Executive Officer, President, Director | 2011 – Mar 2024 (retired; company sold to Holcim in 2023) | Led diversified manufacturer of low-slope commercial roofing systems |
| Consulting (international corporate clients) | Consultant | 2009 – 2011 | Business development strategies, acquisitions, operations |
| Noble International, Ltd. | Chief Executive Officer, Director | Not specified | International automotive supplier leadership |
| Lear Corporation | Vice President, Corporate Development | Not specified | Corporate development for global automotive supplier |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held businesses and nonprofit organizations | Director/Board Member | Not specified | Prior service; specific entities not listed |
Board Governance
- Independence: Saeli is independent under NASDAQ rules for the Corporate Development & Governance Committee and the Compensation & Management Committee; he is also independent for the Audit & Finance Committee (CEO and the Board Chair are not independent for Audit) .
- Committee leadership: Chair, Audit & Finance Committee; Member, Compensation & Management Committee; Member, Corporate Development & Governance Committee .
- Attendance and engagement: Board held 5 meetings in 2024 and committees held 13; each director attended at least 75% of combined Board/committee meetings; all directors participated in last year’s annual meeting; independent directors held 4 executive sessions in 2024 .
- Risk oversight: Audit & Finance oversees financial and cybersecurity risk; Corporate Development & Governance oversees enterprise risk management .
- Retirement policy: Directors retire at the annual meeting following their 70th birthday (extends to 75 if >5% owner) .
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit & Finance | Thomas L. Saeli; Janie Goddard; Robert W. Shaw II | Thomas L. Saeli | 4 |
| Compensation & Management | Robert W. Shaw II; Janie Goddard; Thomas L. Saeli | Robert W. Shaw II | 4 |
| Corporate Development & Governance | Janie Goddard; Thomas L. Saeli; Robert W. Shaw II | Janie Goddard | 5 |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $73,500 | July 1, 2024 – June 30, 2025; prior period $70,040 (Jul 1, 2023 – Jun 30, 2024) |
| Committee chair retainer (Audit & Finance) | $18,100 | July 1, 2024 – June 30, 2025; prior $17,250 |
| Committee member retainer (Compensation & Management) | $7,300 | July 1, 2024 – June 30, 2025; prior $6,950 |
| Committee member retainer (Corporate Dev. & Governance) | $7,300 | July 1, 2024 – June 30, 2025; prior $6,950 |
| Director cash paid (FY 2024) – Saeli | $102,443 | Earned in 2024; no other compensation elements |
Program design note: Ultralife uses cash compensation and targets median director pay among like-sized/industry peers; retainers paid quarterly .
Performance Compensation
| Component | Status |
|---|---|
| Stock awards (RSUs/PSUs) | None granted to non-employee directors in 2024; none outstanding at 12/31/24 |
| Option awards | None granted to non-employee directors in 2024; none outstanding at 12/31/24 |
| Non-equity incentive compensation | None for directors in 2024 |
| Deferred compensation earnings | None for directors in 2024 |
Stock ownership guideline: Non-employee directors must hold at least $40,000 of ULBI stock (based on average purchase price per Form 4s); newly elected directors have two years to comply; all non-employee directors currently meet the guidelines .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Saeli |
| Prior public company boards | CEO and director of Noble International, Ltd. (company status not specified in proxy) |
| Interlocks/conflicts | No compensation committee consultant conflicts disclosed; Compensation Committee has authority to retain outside experts |
Expertise & Qualifications
- Audit committee financial expert (SEC Item 407(d)(5)); financially literate under NASDAQ standards .
- Manufacturing operations, corporate development, M&A, and finance experience; executive leadership at Duro-Last, Noble, Lear .
- Education: BA Economics (Hamilton), MBA Finance & Accounting (Columbia Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Thomas L. Saeli | 85,000 | <1% | May 22, 2025 |
Policy notes:
- Hedging/derivatives: Directors, officers, and employees are prohibited from short sales and from buying/selling options or other derivatives on Ultralife stock .
- Related-party transactions: None reportable in 2024 or 2023; any related-party transactions must be reviewed by the Audit & Finance Committee .
Governance Assessment
- Strengths
- Independent director with deep operating and M&A experience; serves as Audit & Finance Committee Chair and designated audit committee financial expert, enhancing financial oversight and credibility of reporting and cybersecurity risk oversight .
- Documented independence and strong engagement: at least 75% attendance threshold met; four independent executive sessions in 2024; all directors attended the last annual meeting .
- Clear related-party oversight framework; no reportable related-party transactions in 2024/2023; hedging and derivative transactions prohibited, supporting alignment and risk discipline .
- Watch items
- Approaching retirement threshold: policy requires retirement following the 70th birthday (Saeli is 68), implying potential refresh/continuity considerations within 1–2 years .
- Director compensation is cash-only with no recurring equity grants; while stock ownership guidelines are in place and met, the absence of annual equity awards may provide less direct long-term alignment than equity-centric programs at some peers .
- Concentrated ownership by the non-independent Board Chair (37.4%) underscores the importance of robust independent committee leadership; Saeli’s audit chair role is a key counterbalance .
Notes
- Committee meeting counts (2024): Board (5), Audit & Finance (4), Compensation & Management (4), Corporate Development & Governance (5) .
- Auditor oversight: As Audit Chair, Saeli co-signed the committee’s report affirming auditor independence and recommending inclusion of audited financials in the 2024 Form 10-K .