Larry K. Ellingson
About Larry K. Ellingson
Larry K. Ellingson, age 79, has served as an independent director of USBC since November 2023. He holds a BS in Pharmacy from North Dakota State University and an Executive MBA from Babson College. Ellingson is a long‑standing diabetes industry leader: President of Global Diabetes Consulting LTD since 2006 and co‑founder/Vice Chair (Global Initiatives) of the Diabetes Leadership Council since 2013; he retired from Eli Lilly in 2001 after senior roles in global diabetes and director-level new product planning. He has served on USBC’s advisory board since April 23, 2019, bringing deep therapeutic and patient advocacy expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USBC, Inc. | Advisory Board Member | Apr 23, 2019 – present | Strategic advisory to management/Board |
| Global Diabetes Consulting LTD | President | 2006 – present | Consulting leadership in diabetes therapeutics and policy |
| Diabetes Leadership Council | Co‑Founder; Vice Chair, Global Initiatives | 2013 – present | Patient advocacy; global initiatives coordination |
| Eli Lilly and Company | Leader, Global Diabetes; Director, Pharmaceutical New Product Planning | Retired May 2001; leadership roles across 1980s–2001 | Led global diabetes strategy; NPP for GI, skeletal, endocrine, infectious disease franchises |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Diabetes Association (ADA) | Multiple roles incl. Chair/Vice Chair of Board, Executive Committee, Nominating, Fundraising | Spanning >20 years | Governance, strategic planning, income development; national recognition awards |
| International Diabetes Federation | Board/committee work | Not disclosed | Global diabetes policy advocacy |
| Academy of Nutrition and Dietetics | Honorary Member | 2020 | Recognized for contributions to nutrition and diabetes care |
| Nurse Practitioners Healthcare Foundation | Board/committee work | Not disclosed | Clinical practice support and patient outcomes |
| NDSU Research Park | Board/committee work | Not disclosed | University-industry innovation interface |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair: Linda Jenkinson; other members Jon Pepper, Ichiro Takesako). The committee oversees director selection, board composition, corporate governance policy, code of ethics compliance, and approval of related‑party transactions .
- Independence: USBC identifies Ellingson as independent under NYSE American rules; four of eight directors are independent (Owens, Pepper, Ellingson, Takesako) .
- Attendance and engagement: In the last fiscal year, the Board met three times with 13 actions by consent; all directors attended at least 75% of aggregate Board/committee meetings and the 2024 annual meeting .
- Leadership structure and controlled company status: CEO/Chair roles are combined (Robert G. Kidd); USBC is a “controlled company” with >50% voting power held by Goldeneye 1995 LLC (Kidd). The nominating and governance committee is not entirely independent, reducing certain investor protections versus non‑controlled issuers .
Fixed Compensation
| Fiscal Year | Annual Cash Retainer ($) | Fees Paid ($) | Notes |
|---|---|---|---|
| FY 2024 | 10,000 [policy] | 1,616 | Pro‑rated fees paid; USBC discloses non‑employee directors receive a $10,000 cash retainer in addition to equity grants |
Performance Compensation
| Fiscal Year | Grant Type | Shares/Options | Grant Terms | Fair Value ($) |
|---|---|---|---|---|
| FY 2024 | Stock award (common shares) | 404 shares | Director stock award; value at issuance | 7,920 |
| FY 2024 | Stock options | 7,240–7,260 options (disclosure references both counts) | Option award; Black‑Scholes valuation; service‑based vesting under 2021 Plan unless specifically modified | 50,860 |
| Plan Default | Option vesting schedule (Plan) | n/a | 25% after 12 months, then 1/48 monthly thereafter (unless otherwise set in award agreement) | n/a |
- Equity award structure at USBC emphasizes stock options and stock grants for directors; no director‑specific performance metrics (e.g., TSR, EBITDA) are disclosed for director awards. Options granted to certain executives/directors in Oct 2025 vest 25% between months 3–12 then quarterly over three years, illustrating typical service‑based vesting; Ellingson is not named among those repriced/granted on Oct 7, 2025 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ellingson in USBC 2025 proxy |
| Private/Non‑profit boards | ADA; International Diabetes Federation; Academy of Nutrition and Dietetics; Nurse Practitioners Healthcare Foundation; NDSU Research Park (committee/board roles) |
| Potential interlocks with USBC competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Diabetes industry operator and advocate; first non‑scientist recipient of Eli Lilly President’s Award and Lilly Research Award; ADA Charles H. Best Medal (2006) and Wendell Mayes Jr. Award (2013); NDSU Outstanding Alumni (2007); extensive leadership across diabetes policy and patient advocacy ecosystems .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Type |
|---|---|---|---|
| Larry K. Ellingson | 25,404 | <1% | Direct |
- Anti‑hedging/anti‑pledging policy: Hedging prohibited; pledging/margin limited to ≤25% of total shares owned by employee/director. No pledges or hedges disclosed for Ellingson .
Governance Assessment
- Board effectiveness: Ellingson strengthens USBC’s healthcare and patient‑centric governance lens, relevant to identity‑embedded deposit token strategy and broader stakeholder engagement. Attendance thresholds met; active membership on Nominating & Corporate Governance, which oversees related‑party transactions and governance frameworks .
- Alignment and incentives: Equity‑heavy director pay with modest cash retainer suggests alignment, and Ellingson holds 25,404 shares directly. Director equity grants are primarily service‑based; no director performance metrics linked to pay are disclosed .
- Conflicts/related parties: No Ellingson‑specific related‑party transactions disclosed. However, USBC features multiple related‑party arrangements (e.g., Erickson/J3E2A2Z, Struve instruments, Cronin/ipCapital fees) overseen by the nominating & governance committee (where Ellingson serves), elevating the importance of robust committee oversight .
- RED FLAGS:
- Controlled company exemptions: USBC’s majority control and a nominating & governance committee that is not fully independent reduce governance protections relative to non‑controlled issuers .
- Option repricing authority and execution: The Amended and Restated 2021 Plan explicitly permits repricing/exchange programs; the Board repriced 48.62M options on Oct 7, 2025 to $1.10, and issued 55.03M new options the same day (named executives and Vice Chair Linda Jenkinson included). This is a shareholder‑unfriendly signal if used frequently, though Ellingson is not listed in the repricing/grant disclosure .
- Dilution risk: Evergreen increased to up to 15,000,000 shares annually and Plan Share Reserve raised to 115,000,000 shares, heightening dilution potential; ongoing monitoring is warranted .
Overall, Ellingson’s independent status, healthcare expertise, and equity ownership support investor confidence; governance risks stem from USBC’s controlled company status, repricing authority/use, and sizable equity plan capacity, placing more weight on the effectiveness of committees (including Ellingson’s Nominating & Corporate Governance role) in guarding shareholder interests .