Ira Bormel
About Ira F. Bormel
Independent director since 2008; age 61 as of the 2024 record date; CPA and former CFO of Universal Security Instruments (UUU). Currently CFO of Berman Enterprises LLC (since 1999), a Maryland-based owner/developer/manager of office and retail properties . Determined independent by the Board and designated the Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Security Instruments, Inc. (UUU) | Chief Financial Officer (former) | Not disclosed (prior to 2008 board service) | Familiarity with company operations and industry cited by Board |
| Berman Enterprises LLC | Chief Financial Officer | 1999–present | Senior finance responsibilities; real estate sector exposure |
External Roles
| Organization | Role | Public/Private | Committee Positions |
|---|---|---|---|
| Berman Enterprises LLC | Chief Financial Officer | Private | Not disclosed |
| Other public company boards | — | — | None disclosed |
Board Governance
- Committee assignments: Audit Committee (Chair) and Compensation Committee member; independent directors serve as nominating function .
- Expertise: Designated “audit committee financial expert” by the Board .
- Independence: Board determined Bormel is independent .
- Attendance and engagement: Board met 3 times in FY2024; Audit Committee met 4 times; Compensation Committee met once; no incumbent director participated in fewer than 75% of Board and committee meetings on which they served .
- Current term: Director since 2008; term to expire 2025 .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual director retainer (cash or shares) | $10,000 | Paid in cash or shares at closing price on payment date |
| Total director fees received (Bormel) | $10,000 | No option awards in FY2024 |
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise/Strike | Term | Vesting | Exercisability | Notes |
|---|---|---|---|---|---|---|---|
| Stock options | Aug 27, 2025 | 25,000 options | $3.40 per share | 10 years | Vest on stockholder approval of equity issuances | Exercisable upon NYSE American and stockholder approvals | Granted to independent directors including Bormel |
Performance metrics: The 2025 Stock Incentive Plan allows restricted stock/RSUs/other performance awards tied to metrics such as revenue, EBITDA, EPS, TSR, return on assets/equity, margins, market share, and customer satisfaction, with minimum one-year vesting for full-value awards; however, no specific performance metrics are disclosed for Bormel’s option grant (standard options) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No other public boards disclosed for Bormel; nominating is conducted by independent directors |
Expertise & Qualifications
- CPA credential; audit committee financial expert designation .
- Senior finance leadership: CFO of Berman Enterprises LLC; former CFO of UUU .
- Industry familiarity with UUU’s home safety products and operations noted by Board .
Equity Ownership
| Metric | As of Sep 9, 2024 | As of Sep 17, 2025 |
|---|---|---|
| Beneficially owned shares | 0 | 0 |
| Ownership % of outstanding | — | <1% |
| Options held (granted, not yet exercisable pending approvals) | — | 25,000 options at $3.40 (subject to approvals) |
Governance Assessment
- Board roles and independence: Bormel chairs Audit and is the designated financial expert; committee structure appears active (Audit met 4x in FY2024) with independence affirmed .
- Director pay mix and alignment: FY2024 compensation was a modest fixed cash retainer ($10,000), with an equity option grant introduced in 2025 subject to shareholder and NYSE approvals—shifts mix toward equity but vesting is contingent on approvals .
- Ownership alignment: No beneficial common stock ownership disclosed as of 2024 and 2025 record dates; forthcoming options may provide potential alignment but are not yet exercisable .
- Potential conflicts/related-party exposure: Proxy discloses related-party reimbursements tied to CEO’s personal credit card usage; no related-party transactions involving Bormel were disclosed .
- Board-backed capital structure changes with anti-takeover implications: The Board unanimously recommended approval of proposals to (i) increase authorized common shares to 220,000,000, (ii) authorize 25,000,000 blank check preferred, and (iii) create Class B common with 10 votes/share; the company acknowledges potential anti-takeover effects and dilution risks in these proposals .
- Equity issuances to insiders: Proposal to approve equity issuances to directors and officers, including Bormel’s options; up to 200,000 shares (7.96% of outstanding) may be issuable under this item, implying dilution considerations .
- Financing/dilution risk: Convertible notes (PIPE) terms imply potential issuance that could reach 2,750,000 shares at the floor price, with scenario analysis showing the investor could hold ~54.32% of post-conversion shares; beneficial ownership cap mechanics limit at any point but still present influence concerns .
RED FLAGS (facts disclosed):
- Dual-class share creation (Class B with 10 votes/share) and blank-check preferred authorization, both discussed as potentially deterring takeovers and diluting existing holders .
- Large authorized share increase to 220,000,000 shares—explicitly noted as enabling rapid future issuances with dilution potential .
- Insider equity issuances (options to directors/executives) requiring shareholder approval; aggregate issuances up to 7.96% of outstanding shares .
- PIPE converts with a floor price and potential majority post-conversion ownership scenario (subject to ownership caps), raising dilution and influence risks .