James Dollive
About James P. Dollive
Independent director since 2012; age 73. Former public-company CFO with deep finance and consumer products expertise (Kraft Foods CFO 1999–2008; EVP & CFO, The Schwan Food Company 2009–2015). Holds a B.S. in Electrical Engineering (NJIT), M.S. in Engineering Systems (University of Pennsylvania), and MBA (Wharton). Designated to the ULS Board by UL Standards & Engagement (the controlling stockholder) under the Stockholder Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UL Solutions Inc. | Independent Director | 2012–present | Finance Committee Chair; Nominating & Corporate Governance Committee member |
| The Schwan Food Company | EVP & Chief Financial Officer | 2009–2015 | Senior finance leadership at large private food company |
| Kraft Foods Inc. | Chief Financial Officer | 1999–2008 | Led finance at global consumer products company |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| UL Research Institutes | Nonprofit (sole member of UL Standards & Engagement) | Board of Trustees member | Since 2008; part of governance structure linked to controlling stockholder of ULS |
Board Governance
- Independence: The Board determined Dollive is an independent director under NYSE rules.
- Committee assignments (2024): Finance Committee Chair; Nominating & Corporate Governance Committee member. Expected to continue post-2025 annual meeting in these roles.
- Board and committee attendance: In 2024, the Board met 12 times; each director attended at least 75% of applicable meetings. Independent directors hold regular executive sessions.
- Board leadership and control: Independent, non-executive Chair (James M. Shannon); ULS is a “controlled company” with UL Standards & Engagement holding ~95.7% of voting power. Company states it does not currently rely on controlled-company governance exemptions.
- ULSE designation rights: UL Standards & Engagement can designate four directors until the “Sunset Date” and must have representation on committees while entitled to designate at least two; Dollive is one of four designees.
Fixed Compensation
Director pay moved from all-cash pre-IPO to a cash + equity mix post-IPO.
| Component | Policy (post-IPO) | 2024 Actual for Dollive |
|---|---|---|
| Cash Retainer | $85,000 annual cash retainer (post-IPO) | $146,250 total cash fees in 2024 (mix of pre-IPO and post-IPO rates; includes committee chair/member retainers) |
| Equity | Annual RSU grant with $170,000 grant-date fair value; vests by next annual meeting or 1-year anniversary | $169,998 RSU grant-date fair value (May 1, 2024) |
| Committee Fees | Finance Chair $12,500; Nominating Member $6,250 (annual, post-IPO) | Included in 2024 cash figure above |
| Total | — | $316,248 total director compensation for 2024 |
Notes:
- Pre-IPO director pay was an annualized $230,000 cash retainer plus chair/member retainers; 2024 cash reflects pro-rata pre- and post-IPO rates.
- Director Deferred Compensation Plan allows elective deferrals of cash/RSUs; accelerated settlement upon change in control. No deferral election is disclosed for Dollive.
Performance Compensation
- Performance linkage: Non-employee director compensation includes time-based RSUs and cash retainers; there are no director-specific performance metrics or bonus plans disclosed.
| Metric Category | Details |
|---|---|
| Performance-based payout metrics for directors | None disclosed (director compensation comprises cash retainers, committee fees, and time-based RSUs) |
Other Directorships & Interlocks
| Entity | Relationship to ULS | Potential Interlock/Note |
|---|---|---|
| UL Research Institutes (trustee) | Sole member of UL Standards & Engagement, which controls ~95.7% voting power and designates ULS directors | Governance linkage between Dollive’s trustee role and ULS’s controlling stockholder’s rights, including committee representation and consent rights |
Expertise & Qualifications
- Former public-company CFO; extensive finance, accounting, and capital allocation experience (Kraft, Schwan).
- Consumer products and professional services exposure relevant to ULS’s TIC and software & advisory businesses.
- Long tenure on ULS Board (since 2012), currently Chairs Finance Committee overseeing capital structure, financial policies, and treasury matters.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 76,355 shares; less than 1% of outstanding |
| RSUs outstanding | 4,915 unvested RSUs as of 12/31/2024; 4,927 RSUs scheduled to vest within 60 days of 3/26/2025 (includes dividend equivalents) |
| Pledging/Hedging | Company policy prohibits hedging, short sales, margin purchases, or pledging by directors/officers/employees. |
| Director ownership guideline | 5x annual cash retainer; directors must retain 100% of net shares until guideline met. As of 12/31/2024, all non-employee directors either met or are in compliance via retention. |
Governance Assessment
Strengths
- Independent director with CFO pedigree chairs the Finance Committee, aligning oversight with skillset (capital structure, financial resources).
- Board determined him independent; Board features independent Chair; independent directors meet in executive session.
- Director pay includes a meaningful equity component, with ownership guidelines requiring 5x cash retainer and 100% net-share retention until satisfied, promoting alignment.
- Robust related-party transaction policy with Audit Committee review; hedging/pledging prohibited.
Risk indicators and red flags
- RED FLAG: Controlled company structure—UL Standards & Engagement holds ~95.7% voting power and has broad consent rights over major corporate actions; Dollive is a ULSE designee and also a trustee of UL Research Institutes (sole member of ULSE), indicating potential influence channels. This increases perceived control risk and potential conflicts despite formal independence.
- Related-party dealings between ULS and ULSE/UL Research Institutes (e.g., standards access fees ~$22M expense in 2024; services/IT/facilities fees ~$1M each; lease of space to ULSE with base rent ~$0.4M/year) require ongoing vigilance; Audit Committee oversees such transactions.
- Attendance disclosure is aggregate (≥75% for all directors) rather than director-specific; no individual attendance detail to assess engagement relative to peers.
Implications for investors
- Dollive’s finance expertise and chair role on Finance Committee are positives for capital allocation oversight; equity-based director pay and ownership policy support alignment.
- However, the controlled-company dynamics and ULSE consent rights, coupled with Dollive’s ULSE-designee status and trustee role at UL Research Institutes, warrant heightened monitoring of independence in sensitive matters (large M&A, capital issuances, strategic pivots, and related-party arrangements).