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.