Gina Domanig
About Gina Domanig
Gina Domanig (age 62) has served on ULY’s board since January 2020. She is Managing Partner and CEO of Emerald Technology Ventures AG (founded January 2000) and previously served as Head of M&A at Sulzer AG (1990–2000). She holds a B.A. in Finance (Arizona State University) and an MBA from Thunderbird/ASU and ESADE; her board biography highlights industrial sector expertise and technology investing credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sulzer AG | Head of Mergers & Acquisitions | 1990–2000 | Led corporate M&A for Swiss industrial engineering firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emerald Technology Ventures AG | Managing Partner & CEO | Jan 2000–present | Founded clean-tech VC business; continued leadership |
| Actnano Inc. | Director | Current | Emerald portfolio company (privately held) |
| GeoDigital International Inc. | Director | Current | Emerald portfolio company (privately held) |
| Mobiliar Genossenschaft | Board Member | Current | Swiss insurance company |
| World Energy Council | Executive Co-Chair of Innovation | Current | Industry body leadership role |
Board Governance
- Independence: Board determined Domanig is independent under Nasdaq listing standards .
- Board structure: 7 directors (reducing to 6 at 2025 meeting); staggered classes; Domanig is Class I; current term expires 2027 .
- Attendance: In 2024, board held 8 meetings; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments and chair roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
| Committee | Membership | Chair? | Meetings Held in 2024 |
|---|---|---|---|
| Compensation | Member | Yes | 3 |
| Nominating & Corporate Governance | Member | No | 3 |
- Director elections: At the 2024 Annual Meeting (June 26, 2024), Domanig was elected as Class I director (Votes For: 2,988,213; Withheld: 15,944; Broker Non-Votes: 3,851,985) .
Fixed Compensation
Outside Director Compensation Policy (amended Jan 23, 2025) cash fees: Board member $50,000; Comp Committee chair $12,000; Nominating Committee member $5,000. Domanig’s 2024 cash fees total $67,000, consistent with roles .
| Component | Amount ($) | Notes |
|---|---|---|
| Board retainer | 50,000 | Annual cash, paid quarterly |
| Compensation Committee chair fee | 12,000 | Annual cash |
| Nominating & Corporate Governance Committee member fee | 5,000 | Annual cash |
| Total cash (FY2024) | 67,000 | Per director comp table |
Performance Compensation
- Equity structure: RSUs only; no options; time‑based vesting (no disclosed performance metrics). Change-in-control: outside directors’ outstanding awards fully vest upon change in control, subject to continued service through the date .
- RSU grants and vesting:
- Effective Date Award (direct listing): Company policy specifies 1,180 RSUs per outside director; outstanding awards table shows Domanig with 787 RSUs as of 12/31/2024 (remaining vest in two equal annual installments beginning Oct 19, 2025) .
- Annual Award (2024): 6,443 RSUs granted on June 26, 2024 (vested June 26, 2025) .
- FY2024 equity grant fair value: $129,124.40 .
| Grant Type | Grant Date | Shares | Vesting | FY2024 Fair Value ($) |
|---|---|---|---|---|
| Effective Date Award (RSUs) | 10/19/2023 | 787 | Remaining vest in two equal annual installments beginning 10/19/2025 | — |
| Annual Award (RSUs) | 6/26/2024 | 6,443 | Vested 6/26/2025 | 129,124.40 |
Performance metrics table (director compensation):
| Metric | Disclosed? | Notes |
|---|---|---|
| Revenue growth | No | No performance-based director equity detailed; RSUs are time-based |
| EBITDA/TSR targets | No | Not disclosed for directors |
| ESG goals | No | Not disclosed for directors |
Policy parameters post-amendment (effective Jan 23, 2025):
- Initial Award for new outside directors: 1,666 RSUs; Annual Award: 833 RSUs; valuation based on 30-day VWAP for pre-amendment awards .
- Maximum annual director compensation cap: $750,000; $1,000,000 in first year as outside director .
Other Directorships & Interlocks
| Entity | Relationship to ULY | Potential Interlock/Conflict |
|---|---|---|
| Emerald Industrial Innovation Fund L.P. | Participated in 2023 convertible notes financing ($750,000); party to 10/18/2023 Investors’ Rights Agreement | Domanig leads Emerald Technology Ventures; fund transaction is a related party per policy; Audit Committee reviews related parties |
| BMW i Ventures | >5% holder in 2023; commercial agreements with ULY (2023 revenue $28.5M) | Large investor and customer; review under related-party policy |
| Enterprise Holdings Ventures (EHV) | >5% holder in 2023; commercial agreements (2023 revenue $40.3M) | Large investor and customer; review under related-party policy |
Related-party governance:
- Audit Committee has primary responsibility to approve/disapprove related party transactions; standing pre-approvals limited; independence impacts considered .
Expertise & Qualifications
- Industrial sector and venture investment experience; former Head of M&A for a blue-chip industrial company (Sulzer AG) .
- Education in finance and global MBA programs (Thunderbird/ESADE) .
- Board qualifications cited: industrial expertise and technology investment experience .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Basis Date |
|---|---|---|---|
| Gina Domanig | 7,229 | <1% | Nov 6, 2025 |
Reference shares outstanding: 2,180,417 as of Nov 6, 2025 .
Outstanding director equity awards at 12/31/2024:
| Grant Date | RSUs Outstanding |
|---|---|
| 10/19/2023 (Effective Date Award) | 787 |
| 6/26/2024 (Annual Award) | 6,443 |
Alignment policies:
- Hedging prohibited; short sales, options, and derivatives on ULY stock barred .
- Pledging prohibited; no margin accounts or pledging ULY securities allowed .
Governance Assessment
-
Positive signals:
- Independent director; serves as Compensation Committee Chair, indicating influence over pay policies and clawback oversight .
- Attendance met thresholds; committees active (Comp: 3 meetings; Nom/Gov: 3), suggesting engagement .
- Hedging/pledging prohibitions strengthen alignment; change-in-control RSU acceleration is standard but contingent on service .
-
Potential conflicts and monitoring needs:
- Emerald Industrial Innovation Fund L.P. related-party financing and rights agreement involvement necessitates ongoing Audit Committee oversight; board has formal related-party policy and maintains independence determinations .
- Significant investor-customers (BMW iVentures, EHV) with material commercial revenue require scrutiny for fair dealing and independence .
-
Compensation structure:
- Director pay mix (~34% cash, ~66% equity in 2024 for Domanig) aligns with common practices; equity is time-based RSUs with no disclosed performance conditions—watch for future introduction of PSUs to enhance pay-for-performance linkage .
-
Shareholder support:
- Strong re-election support at 2024 Annual Meeting (2.99M votes for, minimal withholds), indicating investor confidence in governance .
