R. Joseph Jackson
About R. Joseph Jackson
Independent director since 2021 (age 59 as of record date), Mr. Jackson is Managing Partner of Metrolina Capital, which he founded from prior Metrolina entities in 1996. He holds a B.A. in Economics and an MBA from UNC Charlotte, and professional designations MAI (Appraisal Institute), CCIM, and MRICS; he is a licensed real estate broker in NC and SC. The Board determined Mr. Jackson is independent under NYSE American standards and views him as bringing extensive accounting and finance experience and board service to BK Technologies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community First Bancorporation | Director (prior) | Not disclosed | Served on board; also served as board chair of subsidiary SeaTrust Mortgage (sold to Primis Bank in 2022) |
| Community First Bank | Director (prior) | Not disclosed | Bank board service |
| SeaTrust Mortgage (subsidiary) | Board Chair (prior) | Through sale in 2022 | Oversight during sale to Primis Bank |
| Private REIT (unnamed) | Investment Manager (prior) | Not disclosed | Investment management |
| Metrolina Capital | Managing Partner | 1996–present | Private lending, structured equity, real estate investing; analytics and development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patriot Foundation | Board member | Current | Non-profit providing educational scholarships to military families |
| Carolina Business Capital (SBA CDC) | Board member; Board Chair | Over 23 years; Chair for last 8 years | Regional SBA Certified Development Corporation leadership |
| Camino Community Center | Board member | Current | Non-profit serving Latino community |
| Charlotte Fund 1 | Investment Committee member | Current | Venture capital investment committee |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; not on Nominating & Governance; not on Strategic M&A.
- Independence: Board affirmed Mr. Jackson is “independent” under NYSE American corporate governance listing standards and SEC rules.
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of Board and committee meetings for which they served.
- Committee activity levels: Audit Committee met 5 times; Compensation Committee met 3 times; Nominating & Governance met once; Strategic M&A met twice.
- Executive sessions: Independent directors meet in executive session at least annually; no Lead Independent Director designated (board emphasizes collective independent leadership).
- Annual meeting engagement: All then‑serving directors attended the 2024 annual stockholders’ meeting.
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $30,000 (no additional chair/committee fees) | $90,000 (no additional chair/committee fees) |
Performance Compensation
| Instrument | Grant date | Quantity/Value | Terms | Vesting | Expiration |
|---|---|---|---|---|---|
| RSUs | Feb 6, 2024 | 7,335 RSUs (annual director grant; $90,000 grant‑date fair value aggregate for non‑employee directors) | Each RSU converts to one share | Vests in three equal annual installments starting Feb 6, 2025, subject to continued service; full vest if available and consents to nomination but not nominated other than for “good reason” | N/A |
| Stock Options | Jan 16, 2025 | 2,238 options; grant value $35,000; exercise price $32.58 per share | Non‑employee director option | Vests in three equal annual installments beginning Jan 16, 2026 | Jan 16, 2035 |
No performance‑based metrics (revenue/EBITDA/TSR/ESG) are disclosed for director equity awards; grants are time‑based under plan terms.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Community First Bancorporation | Financial institution | Director (prior) | Prior service; not stated as current |
| Community First Bank | Bank | Director (prior) | Prior service |
| SeaTrust Mortgage | Mortgage subsidiary | Board Chair (prior) | Subsidiary of Community First Bancorporation; sold to Primis Bank in 2022 |
| Patriot Foundation | Non‑profit | Director | Current |
| Carolina Business Capital | SBA CDC | Director; Board Chair | Current; >23 years on board; 8 years as chair |
| Camino Community Center | Non‑profit | Director | Current |
| Charlotte Fund 1 | VC Fund | Investment Committee member | Current |
- Compensation consultant interlock context: Compensation Advisory Partners (CAP) advised BKTI; an employee of CAP advises another public company where Chairman Joshua Horowitz serves as director; CAP provided no other services to BKTI, and the Compensation Committee concluded no conflict of interest exists.
- Compensation Committee interlocks: Mr. Jackson (Chair) and other members were not employees, officers, or parties to Item 404 related‑party transactions.
Expertise & Qualifications
- Finance and accounting experience; board service across financial and real estate organizations; extensive analytics and consulting background.
- Education: B.A. Economics; MBA, UNC Charlotte.
- Professional credentials: MAI (Appraisal Institute #41604), CCIM (#19213), MRICS (#6208909); state‑certified general real estate appraiser (NC #A3241/SC #CG1838); real estate broker (NC #93412/SC #59906).
Equity Ownership
| Ownership category | Shares | % of outstanding | Notes |
|---|---|---|---|
| Direct (R. Joseph Jackson) | 15,203 | — | — |
| Robert Joseph Jackson SEP‑IRA | 4,000 | — | — |
| Metrolina Capital Investors, LLC (deemed beneficial) | 135,183 | — | Mr. Jackson is Managing Partner; disclaims beneficial ownership except to pecuniary interest |
| Total beneficial ownership | 154,386 | 4.3% | Based on 3,584,346 shares outstanding as of record date |
| RSUs outstanding (12/31/2024) | 7,335 | — | Time‑based vesting schedule |
| Director option grant (1/16/2025) | 2,238 options @ $32.58 | — | Vests 3 tranches (2026–2028); expires 1/16/2035 |
- Hedging/pledging: Company Insider Trading Policy prohibits directors from hedging or pledging BKTI securities; directors subject to blackout periods and pre‑clearance by CFO.
Fixed Director Compensation (detail)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Type | Equity Grant Detail |
|---|---|---|---|---|
| 2024 | 30,000 | None (no extra for chair or committees) | RSUs | 7,335 RSUs; vests over 3 years starting 2/6/2025 |
| 2025 | 90,000 (quarterly) | None (no extra for chair or committees) | Stock Options | 2,238 options; $32.58 strike; vests over 3 years from 1/16/2026; expires 1/16/2035; grant value $35,000 |
Insider Trades and Filings
| Date | Form | Reported transaction(s) | Notes |
|---|---|---|---|
| Feb 9, 2024 | Form 4 | RSUs granted on Feb 6, 2024 | Filed by several directors including Robert J. Jackson; RSU annual grant |
| Mar 20, 2025 | Form 4 | RSUs granted on Aug 21, 2023 and Dec 14, 2023; stock options granted on Jan 16, 2025 | Catch‑up/late filings noted in Section 16(a) summary |
Section 16(a) compliance: Company disclosed certain late Forms 4 (including Mr. Jackson’s March 20, 2025 filing) among multiple directors/executives for grants and prior awards.
Governance Assessment
-
Strengths
- Independent status with finance/accounting depth; chairs Compensation Committee and serves on Audit Committee, enhancing oversight of pay and financial reporting.
- Material personal equity stake (4.3%), supporting alignment; hedging/pledging banned by policy.
- Director pay structure shifts to larger fixed cash in 2025 but retains multi‑year vesting options; double‑trigger change‑of‑control protections and clawback policy apply to awards (2017 and proposed 2025 plans).
- Compensation Committee independence; no Item 404 related‑party transactions involving committee members; external consultant (CAP) deemed independent with no conflicts.
- Stockholder support signals: 98.4% say‑on‑pay approval in 2024.
-
Watch items / RED FLAGS
- Section 16 filing timeliness: late Form 4s noted (including Mr. Jackson), a minor compliance blemish; monitor improvements in reporting discipline.
- Committee workload concentration: Compensation Chair plus Audit member responsibilities—ensure adequate bandwidth given BKTI’s active equity programs and supplier arrangements.
- Beneficial ownership via Metrolina Capital: while no related‑party transactions disclosed, continued vigilance warranted for potential conflicts if BKTI engages with entities linked to Metrolina.
Other Notes Relevant to Investors
- Board/Committee activity levels indicate regular oversight (Audit: 5; Compensation: 3; Nominating & Governance: 1; Strategic M&A: 2 meetings in 2024).
- Director compensation cap (2017 Plan) limited combined cash+equity to $200,000 per calendar year; proposed 2025 Plan would raise director annual limit to $500,000, subject to stockholder approval—monitor pay mix and governance rationale.
Overall, Mr. Jackson exhibits strong alignment and independence with significant governance responsibilities (Compensation Chair, Audit member) and deep financial/real estate credentials; investors should monitor Section 16 timeliness and any future transactions that could implicate related‑party considerations via Metrolina Capital.