Ronald Seff
About Ronald A. Seff, M.D.
Independent director of UUU since 2002; age 74 as of the 2024 record date. Seff is a practicing ophthalmologist (private practice since 1977) and previously served as a senior executive in a four-office medical practice (1977–1998), bringing practical business oversight experience to the board. He was re-elected on November 7, 2024 for a three-year term ending at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Ophthalmology Practice | Physician (Ophthalmology) | 1977–Present | Senior executive experience managing a multi-office practice |
| Large Maryland Medical Practice | Senior Executive | 1977–1998 | Oversight of business functions; broad operational exposure |
External Roles
- None disclosed in UUU filings (no other public company directorships reported for Seff) .
Board Governance
- Independence: Determined independent under NYSE MKT/SEC standards .
- Committee membership: Audit Committee member; Compensation Committee member .
- Committee chairs: Audit chaired by Ira F. Bormel; Compensation chaired by Cary Luskin (Seff not a chair) .
- Attendance: Board met 3 times in FY2024; Audit met 4 times; Compensation met once; no director attended fewer than 75% of board/committee meetings .
- Election/term: Re-elected November 7, 2024 (three-year term) .
- Governance structure: Compensation and Nominating functions operate without formal charters; nominations handled by independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (FY2024) | $10,000 | Payable in cash or shares (at NYSE MKT closing price on payment date) |
| Meeting Fees | Not disclosed | No meeting fees noted for FY2024 |
| Committee Membership/Chair Fees | Not disclosed | No separate committee fees disclosed; Seff not a chair |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Strike/Grant Price | Term | Vesting/Conditions | Status |
|---|---|---|---|---|---|---|
| Stock Options | Aug 27, 2025 | 25,000 | $3.40 | 10 years | Vests on stockholder approval; exercisable upon NYSE American and stockholder approvals | Subject to Proposal No. 6 vote; options to directors/executives require shareholder approval |
2025 Stock Incentive Plan features prohibitions on option/SAR repricing without shareholder approval, minimum one-year vesting on full-value awards (RSUs/restricted stock) with a 5% carve-out, and double-trigger change-of-control treatment (no acceleration unless termination occurs in connection with CoC) .
Performance Metrics Framework (2025 Plan)
| Metric Category | Examples (as defined in Plan) |
|---|---|
| Revenue/Profitability | Revenues; net income; operating income; EBITDA; EPS; pre/post-tax profits |
| Returns | ROE; ROA; return on sales; return on invested capital; economic value added |
| Cash/Balance Sheet | Operational cash flow; debt reduction/objectives; working capital |
| Efficiency/Margins | Operating margin; gross/net profit margin; productivity; operating efficiency; cost savings |
| Market-Based | Total shareholder return; stock price/market value growth; market share; customer satisfaction |
| Discretionary (non-162(m)) | Other measures selected by Board/Committee |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards/interlocks disclosed for Seff |
Expertise & Qualifications
- Medical practice leadership; multi-site operations experience; business management in healthcare .
- Board experience since 2002 with committee service on Audit and Compensation .
- Independent status lends oversight credibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ronald A. Seff, M.D. | 77,469 | 3.35% | As of the special meeting record date (Sept 17, 2025); no pledge/hedge disclosures for Seff |
Shareholder Voting/Sentiment Indicators
| Item | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Election: Ronald A. Seff (Nov 7, 2024) | 280,848 | 267,741 | 0 | 645,795 | Elected |
| Say-on-Pay (Nov 7, 2024) | 314,320 | 225,659 | 8,610 | 645,795 | Approved |
| Auditor Authorization (Nov 7, 2024) | 1,060,724 | 107,012 | 26,648 | 0 | Approved |
Related-Party Transactions and Conflicts
- No related-party transactions disclosed involving Seff. Notably, the CEO and immediate family credit cards were used for Company purchases (FY2023–FY2024: ~$1.699M and ~$1.748M reimbursed), with CEO accruing mileage/benefits; maximum outstanding ~$276k (FY2024) and ~$217k (FY2023), repaid with no amounts outstanding at year-end .
- 2025 special meeting proposals contemplated significant capital structure changes (authorized share increase, blank check preferred, Class B dual-class, equity plan, PIPE conversion), all unanimously recommended by the Board; these changes can affect governance dynamics and dilution risk for shareholders .
Governance Assessment
- Board effectiveness: Seff is active on Audit and Compensation; the board reports adequate attendance compliance, and he was re-elected in 2024, indicating shareholder support .
- Alignment: Seff holds 3.35% of shares, indicating meaningful “skin in the game.” Proposed 2025 director/executive options (including Seff’s 25,000 grant at $3.40) would increase at-risk equity exposure if approved .
- Process controls: Absence of formal charters for Compensation and Nominating functions may be viewed as a governance weakness; no disclosure of independent compensation consultants .
- Potential red flags:
- Director equity grants subject to shareholder approval (max 200,000 shares across directors/executives representing 7.96% of outstanding) imply dilution concerns if fully issued .
- Proposals for blank check preferred and dual-class Class B (10 votes/share) raise entrenchment and anti-takeover considerations despite board statements they are not motivated by such concerns .
- CEO related-party expense processing via personal/family credit cards (albeit reimbursed) presents optics concerns; no adverse finding disclosed .
Overall, Seff’s independence, tenure, and committee roles support board oversight, while proposed capital structure changes and director equity issuance warrant close monitoring for dilution, control concentration, and governance practices.