Retirement of Ken Globus, the President and Chief Executive
Officer
On
October 25, 2022, the Company announced that Ken Globus would be
retiring from his positions as President and Chief Executive
Officer of United-Guardian, Inc. (the “Company”), effective October
31, 2022. As previously announced, it was Mr. Globus’ intention to
retire following the appointment of his successor as President and
Chief Executive Officer. In connection with Mr. Globus’ retirement,
the Company further announced that the Board of Directors appointed
Beatriz Blanco as President and Chief Executive Officer of the
Company and elected her to fill an existing vacancy on the Board of
Directors, both effective November 1, 2022. Mr. Globus intends to
continue serving as a member, and Chairman, of the Company’s Board
of Directors.
Additionally, the Company and Mr. Globus entered into a Memorandum
of Understanding, effective November 1, 2022 (the “Separation
Agreement”). The Separation Agreement provides for a one-time
payment to Mr. Globus of $90,000 in lieu of any other payments to
which Mr. Globus may have been eligible to receive as a participant
in the Company’s Discretionary Bonus/Profit Sharing Plan. The
Separation Agreement further sets forth that Mr. Globus will be
retained by the Company to act as a consultant, beginning November
1, 2022 through February 28, 2023. As a consultant, Mr. Globus will
assist the Company and his successor during this transition,
including but not limited to sales assistance, management and
employee guidance, and compliance. As compensation for that work,
Mr. Globus will be paid a monthly retainer of $10,000, which will
cover all management guidance and advice provided by Mr. Globus in
connection with routine business matters.
The
foregoing summary of the Separation Agreement is qualified in its
entirety by reference to the full text of the agreement, a copy of
which will be filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2022.
Appointment of Beatriz Blanco as President and Chief
Executive Officer; Election as a Director
On October 25, 2022, the Company announced that the Board of
Directors appointed Beatriz Blanco as the President and Chief
Executive Officer of the Company and elected her to fill an
existing vacancy on the Board of Directors, both effective November
1, 2022.
Ms. Blanco has over twenty years of experience in the personal
care sector, including Global Business Director with Momentive
Performance Materials and Marketing Director with International
Specialty Products. She has an MBA from Fairleigh Dickinson
University, and a Master of Science in Chemical Engineering from
Carnegie Mellon University.
There is no family relationship between Ms. Blanco and any
director or officer of the Company. There are no transactions
between Ms. Blanco and the Company that would be required to be
reported under Item 404(a) of Regulation S-K of
the Securities Exchange Act of 1934, as amended.
In connection with Ms. Blanco’s appointment, the Company and Ms.
Blanco entered into an Employment Agreement dated October 10, 2022
(the “Employment Agreement”). Pursuant to the Employment Agreement,
Ms. Blanco will receive an initial annual base salary of $280,000
and is eligible to participate in the Company’s Discretionary
Bonus/Profit Sharing Plan.
Additionally, pursuant to the Employment Agreement, if Ms.
Blanco is terminated without “Cause” or resigns for “Good Reason”
(both as defined in the Employment Agreement), subject to certain
conditions including her execution and non-revocation of a
customary release of claims, she will be entitled to receive
severance in an amount equal to three months of her base salary,
along with the payment of accrued obligations set forth in the
Employment Agreement. If Ms. Blanco is terminated for Cause or
resigns without Good Reason, she will be entitled to receive the
payment of accrued obligations set forth in the Employment
Agreement.
The foregoing summary of the Employment Agreement is qualified
in its entirety by reference to the full text of the agreement, a
copy of which will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2022.
On October 25, 2022, the Company issued a press release
announcing Mr. Globus’ retirement and Ms. Blanco’s appointment as
President and Chief Executive Officer and her election to the Board
of Directors. A copy of the press release is being furnished as
Exhibit 99.1.