DEF 14A of Ultralife Corp
Filed Jun 2, 2026 · FY20250001437749-26-019134
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS Our Board of Directors currently has five directors, all of whom have been nominated to serve for an additional one-year term. If elected, each director standing for election shall serve until the next annual meeting of stockholders and until his or her successor shall have been duly elected and qualified. Except for Mr. Manna, none of the individuals nominated for re-election to our Board, is or has been employed by a parent, subsidiary or other affiliate of the Company. The Company is not aware of any director nominations made by stockholders pursuant to Rule 14a-19. The names of, and certain information with respect to, the persons nominated for election as directors are presented below.
PROPOSAL 1 ELECTION OF DIRECTORS
| Name | Age | Present Principal Occupation, Employment History and Expertise | | Michael E. Manna | 56 | Mr. Manna has served as our President and Chief Executive Officer and as a director of the Company since November 22, 2022. Mr. Manna has thirty years’ experience in the battery industry, all with Ultralife Corporation. He joined the Company in 1993 and held numerous leadership positions of increasing responsibility in engineering, operations, product management, research & development and sales. Most recently, Mr. Manna served as President, Battery & Energy Products and continues in his leadership of this business segment. Mr. Manna is a well-recognized expert in rechargeable and primary battery cell design across multiple chemistries in both commercial and government/defense markets. He has been awarded several patents for the Company and was a key member of the Company’s team that delivered the first Lithium-Ion Polymer Cell to the market. Mr. Manna has a BS degree in Computer Science from Rochester Institute of Technology. Mr. Manna has been nominated for election to our Board of Directors because of his battery industry expertise and his demonstrated leadership as President and Chief Executive Officer of the Company. | | Janie Goddard | 55 | Ms. Goddard has been a director of the Company since February 21, 2023. Since October 2023, Ms. Goddard has served as the CEO of ICM Controls Corporation, an advanced manufacturing company. ICM provides electronic controls, components, and sub-systems for industrial applications. Prior to ICM, Ms. Goddard served as a Divisional Chief Executive for the Environmental and Analysis Sector at Halma plc, a global group of technology companies and as a Divisional Chief Executive of Halma’s Medical and Environmental Sector from 2019 - 2023. Prior to Halma, Ms. Goddard served in leadership roles at Novanta, Covidien (acquired by Medtronic), and Johnson & Johnson. Ms. Goddard also serves on the board of directors of Methode Electronics, Inc., a public company (NYSE: MEI) that develops and manufactures custom solutions for automotive and industrial markets. She received a B.S. in Business Administration from Washington University in St. Louis and an M.B.A. from Harvard Business School. Ms. Goddard has been nominated for election to our Board of Directors because of her strong record of profit and loss leadership within global companies, her background in commercial execution, strategic marketing, product development and in mergers and acquisitions. |
PROPOSAL 1 ELECTION OF DIRECTORS
| Name | Age | Present Principal Occupation, Employment History and Expertise | | Thomas L. Saeli | 69 | Mr. Saeli has been a director of the Company since March 2010. In March 2024, Mr. Saeli retired from JRB Enterprises / Duro-Last Inc, where since 2011, he had served in the positions of Chief Executive Officer, President and a director. JRB Enterprises / Duro-Last Inc is a diversified manufacturer of primarily low slope commercial roofing systems which was sold to Holcim Inc one year prior to his retirement. From 2009 to 2011, Mr. Saeli was a consultant to international corporate clients on matters involving business development strategies, acquisitions and operations. He previously served as Chief Executive Officer and as a director of Noble International, Ltd., an international automotive supplier. Prior to that, Mr. Saeli was Vice President of Corporate Development for Lear Corporation, an international automotive supplier. Mr. Saeli has served on boards of various privately held businesses and nonprofit organizations. Mr. Saeli has a BA in Economics from Hamilton College, and an MBA in Finance and Accounting from Columbia University’s Graduate School of Business. Mr. Saeli has been nominated for re-election to our Board of Directors because of his manufacturing, corporate development, mergers and acquisitions and finance experience. Mr. Saeli qualifies as an audit committee financial expert under applicable SEC rules. | | Robert W. Shaw II | 69 | Mr. Shaw has been a director of the Company since June 2010. Since 2015 he has been a consultant for Pratt Miller, Inc., a large engineering company for automotive racing and defense businesses. Mr. Shaw has served as President of the largest dining and excursion boat operator in the United States, with over 100 vessels. He has been President of a large mechanical contracting company specializing in the federal government and healthcare markets. Mr. Shaw served in the US Marine Corps as an infantry Captain, has an MBA degree from Harvard University and a BS degree in engineering from Cornell University. Mr. Shaw has been nominated for re-election to our Board of Directors because of his management expertise and experience as an executive officer. | | Bradford T. Whitmore | 69 | Mr. Whitmore has been a director of the Company since June 2007 and Chair of our Board of Directors since March 2010. Since 1985, he has been the Managing Partner of Grace Brothers LP, an investment firm that holds 3.1% of the outstanding shares of our common stock. Mr. Whitmore and Grace Brothers LP collectively hold or claim beneficial ownership of 40.3% of the outstanding shares of our common stock. Mr. Whitmore has a BS in Mechanical Engineering from Purdue University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Over the past several years, Mr. Whitmore has served as a director of several privately held companies in which Grace Brothers LP and its affiliates held investments as well as not-for-profit organizations. Mr. Whitmore has been nominated for re-election to our Board of Directors because of his corporate development expertise and significant expertise in corporate financial matters. |
PROPOSAL 1 ELECTION OF DIRECTORS
Our Board of Directors has approved the above-named nominees for directors. Our Board of Directors recommends a vote FOR each of these nominees. Unless otherwise directed on your proxy, your shares will be voted FOR each of the above-named nominees for directors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Corporate Development and Governance Committee presently uses cash compensation to attract and retain qualified candidates to serve on our Board of Directors. Our practice is to survey our peer group companies, generally consisting of like-sized micro-cap companies and/or public companies in our industry, periodically to ascertain whether our overall director compensation is appropriate and balanced. If we perceive that there has been a major change in our Company or the market, we may survey more frequently as directed by our Corporate Development and Governance Committee. In setting director compensation, our Corporate Development and Governance Committee considers the amount of time that directors spend fulfilling their duties to us, the skill-level required by members of our Board of Directors, and based on publicly available data, the compensation paid to directors in similar-sized organizations in our industry. Our program is designed to deliver annual director compensation at the median levels of director compensation for companies in similar industries and of similar size. Our annual director compensation period runs from July 1 to June 30.
Director Compensation Table
Director Compensation Table The table below summarizes the compensation paid by us to our non-employee directors for their service for the fiscal year ended December 31, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non- Equity Incentive Plan Compensation (4) | Nonqualified Deferred Compensation Earnings (5) | All Other Compensation ($) (6) | Total ($) | | Janie Goddard | 106,200 | - | - | - | - | - | 106,200 | | Thomas L. Saeli | 106,200 | - | - | - | - | - | 106,200 | | Robert W. Shaw II | 106,200 | - | - | - | - | - | 106,200 | | Bradford T. Whitmore | 108,000 | - | - | - | - | - | 108,000 | | Total | 426,600 | - | - | - | - | - | 426,600 |
Director Compensation Table
| (1) Amounts shown represent cash compensation earned during 2025. Amounts may differ from amounts paid in 2025 due to timing of payments. |
Director Compensation Table
| (2) There were no stock awards granted to our non-employee directors during 2025 or outstanding at December 31, 2025. |
Director Compensation Table
| (3) There were no option awards granted to our non-employee directors during 2025 or outstanding at December 31, 2025. |
Director Compensation Table
| (4) There was no non-equity incentive plan compensation paid to our non-employee directors for the fiscal year ended December 31, 2025. |
Director Compensation Table
| (5) No non-qualified deferred compensation earnings were accrued for our non-employee directors for the fiscal year ended December 31, 2025. |
Director Compensation Table
| (6) There was no other compensation paid to our non-employee directors for the fiscal year ended December 31, 2025. |
Director Compensation Table
Michael E. Manna, our current President and Chief Executive Officer was ineligible to receive compensation for his service as a director because he is also an employee. Refer to the Summary Compensation Table for the compensation of our named executive officers.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation earned by or awarded to our named executive officers for their services in all capacities to us during 2025 and 2024:
Summary Compensation Table
| | | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Name and Principal Position | Year | (1) | (2) | (3) | (4) | (5) | | | Michael E. Manna, President and Chief | 2025 | 415,001 | - | - | - | 19,113 | 434,114 | | Executive Officer (Current) | 2024 | 388,461 | - | - | 81,652 | 19,064 | 489,177 | | Philip A. Fain, Chief Financial Officer, Treasurer | 2025 | 370,142 | - | - | - | 24,003 | 394,145 | | and Secretary | 2024 | 360,193 | - | - | 61,240 | 24,554 | 445,987 |
Summary Compensation Table
| (1) Amounts shown represent base salary cash compensation paid during the respective years. Amounts may differ from amounts earned due to timing of payroll periods. Refer to the “Narrative to Summary Compensation Table” below for further information. |
Summary Compensation Table
| (2) Amounts shown represent short-term incentive plan cash awards earned during the respective years and paid in the subsequent year. Refer to the “Narrative to Summary Compensation Table” for further information. |
Summary Compensation Table
| (3) There were no stock awards other than stock options granted during fiscal year 2024 shown under the column above titled Option Awards. |
Summary Compensation Table
| (4) Amounts shown represent the aggregate grant date fair value of stock options awarded during the respective years computed in accordance with Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC 718”). See the notes to our audited consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and December 31, 2024, respectively, for the assumptions used in valuing these stock option awards in accordance with ASC 718. Refer to the “Narrative to Summary Compensation Table” below for further information. |
Summary Compensation Table
| (5) Amounts shown as “All Other Compensation” consist of the following: |
Summary Compensation Table
| | | 401(k) Plan Employer Match ($) | Other Benefits (a) ($) | Total ($) | | Michael E. Manna | 2025 | 14,000 | 5,113 | 19,113 | | | 2024 | 13,800 | 5,264 | 19,064 | | Philip A. Fain | 2025 | 14,000 | 10,003 | 24,003 | | | 2024 | 13,800 | 10,754 | 24,554 |
Summary Compensation Table
| (a) The “Other Benefits” column of the above table includes premiums paid for group medical and dental coverage and long-term care insurance, reimbursement for tax preparation and certain financial planning expenses. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning the number of shares underlying exercisable and non-exercisable stock option awards outstanding at December 31, 2025 for our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
| | | | Equity Incentive | | | | | | | Plan Awards: | | | | | Number of | Number of | Number of | | | | | Securities | Securities | Securities | | | | | Underlying | Underlying | Underlying | | | | | Unexercised | Unexercised | Unexercised | Option | Option | | | Options (#) | Options (#) | Options (#) | Exercise | Expiration | | Name | Exercisable | Unexercisable | Unearned | Price ($) | Date | | Michael E. Manna | 10,000 | - | - | 8.2523 | 7/23/2026 | | | 10,000 | - | - | 8.4476 | 9/6/2026 | | | 11,000 | - | - | 6.5062 | 4/22/2027 | | | 12,500 | - | - | 6.9694 | 10/20/2028 | | | 12,500 | - | - | 5.4533 | 10/19/2029 | | | 8,334 | 4,166(1) | - | 4.0737 | 2/21/2030 | | | 15,334 | 7,666(2) | - | 6.8354 | 12/7/2030 | | | 6,667 | 13,333(3) | - | 7.8589 | 12/13/2031 | | Philip A. Fain | 25,000 | - | - | 8.2523 | 7/23/2026 | | | 20,000 | - | - | 6.5062 | 4/22/2027 | | | 20,000 | - | - | 6.9694 | 10/20/2028 | | | 20,000 | - | - | 5.4533 | 10/19/2029 | | | 12,267 | 6,133(4) | - | 6.8354 | 12/7/2030 | | | 5,000 | 10,000(5) | - | 7.8589 | 12/13/2031 |
Outstanding Equity Awards at Fiscal Year-End
| (1) On February 21, 2023, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Manna the option to purchase 12,500 shares of our common stock. This option vested with respect to 4,167 shares on February 21, 2024, 4,167 shares on February 21, 2025 and 4,166 shares on February 21, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (2) On December 7, 2023, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Manna the option to purchase 23,000 shares of our common stock. This option vested with respect to 7,667 shares on December 7, 2024 and 7,667 shares on December 7, 2025 and will vest with respect to 7,666 shares on December 7, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (3) On December 13, 2024, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Manna the option to purchase 20,000 shares of our common stock. This option vested with respect to 6,667 shares on December 13, 2025, and will vest with respect to 6,667 shares on December 13, 2026 and 6,666 shares on December 13, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (4) On December 7, 2023, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 18,400 shares of our common stock. This option vested with respect to 6,134 shares on December 7, 2024 and 6,133 shares on December 7, 2025, and will vest with respect to 6,133 shares on December 7, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (5) On December 13, 2024, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 15,000 shares of our common stock. This option vested with respect to 5,000 shares on December 13, 2025, and will vest with respect to 5,000 shares on December 13, 2026 and 5,000 shares on December 13, 2027. |
Outstanding Equity Awards at Fiscal Year-End
There were no other equity awards outstanding at December 31, 2025 for our named executive officers.
Option Exercises
Option Exercises The named executive officers did not exercise any stock option awards in 2025. The following table sets forth information concerning the exercise of stock option awards for the year ended December 31, 2024 for our named executive officers.
Option Exercises
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Philip A. Fain | 7,179(2) | 63,913 |
Option Exercises
| (1) Represents the aggregate fair market value of the net shares of the Company’s common stock acquired pursuant to the Company’s 2014 LTIP. |
Option Exercises
| (2) Represents shares of the Company’s common stock acquired on April 17, 2024 upon the exercise of options for 20,000 shares of common stock otherwise expiring on April 19, 2024, net of shares of common stock having a fair value equal to the aggregate exercise price of the shares of common stock for which the options were exercised. |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the pay versus performance for our current named executive officers for their services in all capacities to us during 2025, 2024 and 2023.
Pay Versus Performance
| Name and Principal Position | Year | Summary Compensation Table Total ($) | Compensation Actually Paid ($)(1) | Value of Initial Fund $100 Investment Based on TSR ($)(2) | Net Income Attributable to Ultralife ($000) | | Michael E. Manna, President and Chief Executive Officer | 2025 | 434,114 | 373,148 | 148 | (5,898) | | | 2024 | 489,177 | 527,675 | 193 | 6,312 | | | 2023 | 779,043 | 887,321 | 177 | 7,197 | | Philip A. Fain, Chief Financial Officer, Treasurer and Secretary | 2025 | 394,145 | 351,980 | 148 | (5,898) | | | 2024 | 445,987 | 479,910 | 193 | 6,312 | | | 2023 | 653,452 | 775,864 | 177 | 7,197 |
Pay Versus Performance
| (1) Represents total compensation from the Summary Compensation Table with the following adjustments: |
Pay Versus Performance
| Name and Principal Position | Year | Summary Compensation Table Total ($) | Grant date fair value of stock options granted during the year ($) | Year end fair value of stock options granted during the year that were outstanding and unvested as of year end ($) | Change in fair value from prior year end to vesting date of stock options that vested during the year ($) | Change in fair value of stock options granted in prior years that were outstanding and unvested as of year end ($) | Prior year end fair value of stock options granted in prior years that were forfeited during the year ($) | Compensation Actually Paid ($) | | Michael E. Manna, President and | 2025 | 434,114 | 0 | 0 | (26,411) | (34,555) | - | 373,148 | | Chief Executive Officer | 2024 | 489,177 | (81,652) | 75,854 | 30,109 | 14,187 | - | 527,675 | | | 2023 | 779,043 | (106,004) | 137,980 | 45,332 | 30,970 | - | 887,321 | | Philip A. Fain, Chief Financial | 2025 | 394,145 | 0 | 0 | (20,570) | (21,595) | - | 351,980 | | Officer, Treasurer and Secretary | 2024 | 445,987 | (61,240) | 56,890 | 28,870 | 9,402 | - | 479,910 | | | 2023 | 653,452 | (65,628) | 65,842 | 72,644 | 49,554 | - | 775,864 |
Pay Versus Performance
| (2) Represents the value as of the end of the year indicated of $100 invested on December 31, 2022 in the Company’s common stock. |
Retirement Benefits and Potential Payments upon Termination, Change in Control or Retirement
Retirement Benefits and Potential Payments upon Termination, Change in Control or Retirement The only arrangement that we maintain that provides for retirement benefits is our tax-qualified defined contribution 401(k) plan. The material terms of our tax-qualified defined contribution 401(k) plan are summarized above under the heading “Retirement Benefits.” All potential payments and benefits payable by us to our named executive officers in the event of various circumstances involving either a termination of employment or change in control are determined pursuant to the 2014 LTIP and 2024 LTIP. On June 18, 2018, the Compensation and Management Committee unanimously approved a resolution for full vesting of all outstanding unvested stock options and other equity awards upon the occurrence of a “Change in Control” (as defined by both the 2014 LTIP and the 2024 LTIP). On October 18, 2018, the Compensation and Management Committee unanimously approved a modification to the retirement policy whereby a named executive officer upon retirement and signing the Company’s non-compete agreement and fully complying with the same will retain any and all unexpired stock options until the relevant option term has expired.