J.D. Roberts
About J.D. Roberts
Gerald (J.D.) Roberts, Jr., age 66, is an independent director of Yunhong Green CTI Ltd. (YHGJ) since January 2022; he is Vice President of Strategy and Business Development at a Fortune 50 corporation (since 2018) and previously held senior roles at Aerojet Rocketdyne/GenCorp/Aerojet . He holds an MBA (Finance) from UC Davis and a B.S. in Mechanical Engineering from Virginia Tech, with Six Sigma greenbelt certification and post-graduate coursework in M&A, leadership, alliances, negotiation, innovation, and financial analysis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aerojet Rocketdyne Holdings, Inc. | Senior roles | ~20 years (prior to 2018) | Strategic planning, organizational restructuring, M&A execution |
| GenCorp/Aerojet | Senior roles | ~20 years (prior to 2018) | Strategic planning, restructuring, M&A |
| E-Systems; McDonnell Douglas; Northrop-Grumman; Gulfstream; Learjet; Hawker de Havilland | Early career roles in aerospace/electronics | Not disclosed | Engineering/operations experience across US and Australia |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| Fortune 50 Corporation (not disclosed) | Vice President, Strategy & Business Development | 2018 | Corporate strategy, BD leadership |
Board Governance
- Independence: The Board determined Roberts is independent under NASDAQ rules .
- Lead Independent Director: Philip Wong .
- Board meetings: The Board met 5 times in 2024; each director then in office attended at least 75% of meetings during their service period . In 2023, the Board met 4 times; ≥75% attendance for each director .
- Executive sessions: Lead Independent Director calls separate meetings of independent directors .
| Committee | 2024/2025 Composition | Chair | Independence | Meetings (2024) |
|---|---|---|---|---|
| Audit | Wong, Bryant (2025); Wong, Bosley (2024); Roberts | Wong | All members independent; Wong is Audit Committee Financial Expert | 4 |
| Compensation | Roberts, Bryant, Wong | Roberts | All members independent | 1 |
| Nominating & Governance | Roberts, Bryant, Wong (no charter) | Roberts | All members independent | 0 (did not meet) |
Fixed Compensation
| Year | Director Fees (Cash) | Committee/Chair Fees | Meeting Fees | Total |
|---|---|---|---|---|
| 2023 | $12,000 | Not disclosed | Not disclosed | $16,750 (incl. stock expense) |
| 2024 | $12,000 | Not disclosed | Not disclosed | $19,600 (incl. stock expense) |
Payments to non-employee directors were suspended in 2019 and restarted in January 2022 .
Performance Compensation
- Equity awards to independent directors: 5,000 shares of restricted stock each year, vesting over 12 months (service-based; no performance metrics disclosed) .
| Year | Equity Type | Shares | Grant Basis | Vesting | ASC 718 Expense Recognized |
|---|---|---|---|---|---|
| 2023 | Restricted Stock | 5,000 (annual grant to each independent director) | Service-based | 12 months | $4,750 (Roberts’ recognized expense) |
| 2024 | Restricted Stock | 5,000 (annual grant to each independent director) | Service-based | 12 months | $7,600 (Roberts’ recognized expense) |
| Performance Metric | Target | Applies to Director Awards? |
|---|---|---|
| None disclosed (director awards are service-based time vesting) | N/A | No |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board directorships disclosed for Roberts |
Expertise & Qualifications
- Finance and operations experience with engineering background; extensive strategy, restructuring, and M&A expertise .
- Six Sigma greenbelt; MBA (Finance), UC Davis; B.S. Mechanical Engineering, Virginia Tech .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Shares Outstanding Basis | Notes |
|---|---|---|---|---|
| Sept 20/Oct 18, 2024 (Record Date) | 10,000 | <1% | 25,848,187 | 2024 proxy record date/share count |
| July 23, 2025 (Record Date) | 15,000 | <1% | 27,738,626 | 2025 proxy record date/share count |
- Options/derivatives: None disclosed for directors .
- Pledging/hedging: No pledging disclosed; Section 16(a) filings were compliant in 2023 and 2024 .
- Ownership guidelines: Director stock ownership guidelines not disclosed .
Shareholder Voting Support
| Meeting Date | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Dec 13, 2024 | 12,497,754 | 302,581 | 3,515,887 |
| Aug 22, 2025 | 17,660,551 | 244,839 | 3,065,803 |
Insider Trades
| Date Range | Form 4 Filings (Roberts) | Notes |
|---|---|---|
| Nov 1, 2023 – Nov 20, 2025 | None located via insider-trades skill query | Insider-trades tool returned “No insider trades found” for YHGJ with person filter “Roberts” for this date range (query run Nov 20, 2025). |
Section 16(a) compliance: Company states all required filings were satisfied in 2023 and 2024 .
Related-Party Transactions and Conflicts
- A historical related-party loan involving the CEO’s father (John H. Schwan) was partially repaid ($1.0 million) in January 2024; remaining balance to be mutually agreed later . Audit Committee oversees related-party transactions and prohibits interested directors from participating in approvals .
- No related-party transactions involving Roberts are disclosed .
Compensation Committee Analysis
- Composition: Roberts (Chair), Bryant, Wong — all independent .
- Consultant use: Not disclosed .
- Committee activity: Met once in 2024 .
- Nominating & Governance Committee chaired by Roberts has no charter and did not meet in 2024; all independent .
Governance Assessment
- Strengths: Independent status; chairs Compensation and Nominating & Governance committees; strong shareholder support in 2024–2025 elections; Audit and Compensation committees active and independent .
- Watch items/RED FLAGS:
- Nominating & Governance Committee lacks a formal charter and did not meet in 2024, which may indicate underdeveloped governance processes in director nomination and evaluation .
- Company-level stressors: Reverse stock split to address Nasdaq minimum bid price noncompliance; while not a Roberts-specific conflict, it signals capital markets risk requiring strong board oversight .
- Related-party transaction oversight remains critical; Audit Committee process exists, but governance optics warrant continued monitoring, especially given family ties to CEO; no indication Roberts is conflicted .
Overall, Roberts’ committee leadership and independence support board effectiveness, but formalizing nominating practices (charter, cadence) and sustained oversight of related-party exposures and listing compliance are priority governance enhancements .