Charles P. Ferry
About Charles P. Ferry
Charles P. Ferry, age 58, is Chief Executive Officer of Duos Technologies Group, Inc. (DUOT) since September 1, 2020 and has served as a director since November 19, 2020 . He holds an undergraduate degree from Brigham Young University and has a 26-year U.S. Army career with distinguished combat leadership, followed by senior operating roles in defense contracting and power generation . Company performance under his tenure includes FY2023–FY2024 total shareholder return of $145 and $206 respectively on a $100 base (per SEC “Pay vs. Performance”), and significant revenue expansion in 2025 driven by Duos Energy’s AMA with New APR: Q3 2025 revenue up 112% year-over-year to $6.9M and nine-month 2025 revenue up 202% to $17.6M, with improved gross margins .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| APR Energy | Chief Executive Officer | 2018–2020 | Led global fast-track power operations |
| APR Energy | President & Chief Operating Officer | 2016–2018 | Operational leadership prior to CEO role |
| General Dynamics (ARMA Global) | General Manager | 2014–2016 | Directed IT engineering and logistics services |
| ARMA Global Corporation | Vice President | 2010–2014 | Growth and operations pre-acquisition |
| Lockheed Martin | Director, Business Development & Operations | 2009–2010 | Business development and operations leadership |
| U.S. Army | Multiple command/operations roles | 1980s–2000s | 48 months combat; Bronze Star (Somalia), Silver Star (Iraq) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New APR Energy, LLC | Executive Chairman; Board Member | 2024–present | Dual role alongside DUOT; related party |
| Sawgrass APR Holdings, LLC (Sawgrass Parent) | Board representation | 2024–present | DUOT holds 5% non-voting equity; related party |
Fixed Compensation
| Item | 2023 | 2024 | 2025 Agreement Terms |
|---|---|---|---|
| Base Salary ($) | $265,000 | $276,263 | $400,000 (annual; subject to review) |
| Target Bonus (% of Salary) | Up to $150,000 (criteria-based) | None disclosed as paid | Up to 100% of base; payable April and October, based on revenue, profitability, KPIs |
Performance Compensation
| Component | Grant/Terms | Metric | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|---|
| Restricted Stock | 522,889 shares granted Jan 1, 2025 under 2021 Plan; three-year cliff vest; all prior options canceled | Revenue, profitability, KPIs govern annual bonus (not RSU vest) | Not disclosed | Not disclosed | Not disclosed | RSUs vest Dec 31, 2027; accelerated on change of control, death/disability, termination without cause, or resignation for good reason |
| Annual Performance Bonus | Up to 100% of base salary | Revenue, profitability, KPIs | Not disclosed | Not disclosed | Not disclosed | Two installments (April/October) post Board approval |
Note: DEF 14A footnote lists 552,889 restricted shares vesting Jan 1, 2028 for Ferry; the Feb 4, 2025 8-K contemporaneously discloses 522,889 RSUs vesting Dec 31, 2027. Analysts should reconcile with company IR; both figures are presented as disclosed .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total beneficial ownership | 536,036 shares; 4.60% of outstanding common stock as of Apr 4, 2025 |
| Composition (per proxy footnote) | Includes 552,889 restricted shares subject to three-year cliff vest (vesting Jan 1, 2028), 3,374 shares owned individually, and 9,773 shares in joint account with spouse |
| RSU grant (2025 agreement) | 522,889 restricted shares with three-year cliff vest (Dec 31, 2027); prior options canceled |
| Ownership guidelines | Not disclosed in proxy; Compensation Committee oversees clawback policy |
| Pledging/Hedging | No pledging/hedging disclosure identified in the proxy sections reviewed |
Employment Terms
| Term | Ferry Agreement (effective Jan 1, 2025) |
|---|---|
| Contract length & renewal | 3-year term; auto-renews for successive 1-year periods unless 60 days’ notice of non-renewal |
| Severance | Up to 12 months of base salary (or through end of current term for resignation with good reason) if terminated early |
| Change-of-control | Accelerated vesting of restricted shares upon change of control (single trigger), and acceleration on death/disability, termination without cause, or resignation with good reason |
| Non-compete | 1-year post-termination covenant not to compete |
| Non-solicit (employees/customers) | 1-year post-termination non-solicit of employees and customers |
| Dual roles | Authorized to concurrently serve as Executive Chairman/CEO of New APR Energy; must report potential conflicts to DUOT Board |
Board Governance
- Ferry serves as CEO and management director; independent committee chairs are: Audit—Ned Mavrommatis; Compensation—James Craig Nixon; Corporate Governance & Nominating—James Craig Nixon .
- The Board held eight meetings in 2024; independence affirmed for Nixon, Mavrommatis, and Lonegro under Nasdaq rules .
- Committee oversight includes a policy for recovery of erroneously awarded compensation (clawback) administered by the Compensation Committee .
Director Compensation (Board-wide)
- Independent directors: $40,000 annual retainer; +$10,000 for committee chair; 40% cash / 60% stock or options (member election; up to 100% stock) .
- 2024 director compensation examples: Lonegro $40,000 (stock); Nixon $50,000 (stock); Mavrommatis $50,000 (cash and stock) .
Performance & Track Record
| Year | PEO “Compensation Actually Paid” ($) | Company TSR (Value of $100) | Net Loss ($000) |
|---|---|---|---|
| 2023 | $675,503 | $145 | $(11,242) |
| 2024 | $276,263 | $206 | $(10,765) |
- 2025 operating momentum: Q3 2025 revenue $6.88M (+112% YoY), nine months $17.6M (+202% YoY), with gross margin expansion tied to AMA services and equity income from 5% stake in Sawgrass Parent .
Related Party Transactions and Dual-Role Implications
- DUOT entered an AMA with New APR (affiliates of Fortress Investment Group) on Dec 31, 2024; Ferry serves as Executive Chairman and board member at New APR; DUOT received 5% non-voting equity in Sawgrass Parent; New APR covers 50% of Ferry’s DUOT compensation (and certain other management compensation), while DUOT continues to pay full compensation—a governance sensitivity requiring strict oversight .
- DUOT policy requires independent director approval for related party transactions; Board independence for committee leadership is affirmed .
Compensation Structure Analysis
- Shift from options to RSUs: All prior Ferry options canceled in 2025 and replaced with a large RSU grant with three-year cliff vest—reduces near-term sell pressure but introduces single-trigger CoC vesting acceleration .
- Increase in guaranteed compensation: Base increased from $265k (2023) and $276k (2024 paid) to $400k (2025 agreement), with higher at-risk bonus potential (up to 100% of base) aligned to revenue/profitability/KPIs .
- Clawback: Compensation Committee administers a recovery policy for erroneously awarded compensation .
Investment Implications
- Alignment: Ferry’s sizable RSU grant and 4.60% beneficial ownership indicate skin-in-the-game; three-year cliff vest discourages short-term selling, though the proxy footnote vs. 8-K grant size discrepancy warrants confirmation with IR .
- Incentives vs. performance: Variable bonus tied to revenue/profitability/KPIs, and 2025 results show strong growth under the AMA, suggesting near-term bonus realization potential if Board-approved targets are met .
- Governance risk: Dual role at New APR and related party economics (50% compensation sharing, equity interest) heighten conflict-of-interest sensitivity; independence and related party oversight frameworks are in place but require continued monitoring .
- Change-of-control dynamics: Single-trigger vesting acceleration could create event-driven upside for Ferry but may dilute pay-for-performance rigor; severance capped at up to 12 months base mitigates parachute inflation risk .
- Signal: The pivot to RSUs, clawback policy, and bonus criteria suggest a balance of retention and performance focus; given 2025 revenue/gross margin trends, compensation outcomes may align with shareholder value creation if execution sustains .