John R. Loftus
About John R. Loftus
John R. Loftus, 56, has served as Envela’s Chairman of the Board, Chief Executive Officer, and President since December 12, 2016. He holds an MBA from the SMU Cox School of Business. Under his leadership, Envela posted its eighth consecutive annual profit in 2024. He beneficially owns 19,180,187 shares (73.78%) of Envela, largely via entities N10TR, LLC and Eduro Holdings, LLC, and the company qualifies as a “controlled company.” FY24 results: revenue $180.4M, net income $6.76M, EPS $0.26; FY23 revenue $175.3M, net income $7.15M, EPS $0.27. Cumulative value of a $100 initial investment reached 176.66 in 2024 (proxy “pay vs performance” TSR series).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Envela Corporation | Chairman, CEO, President | 2016–present | Eight consecutive annual profits through 2024; central oversight as combined Chair/CEO. |
External Roles
- No other public company directorships disclosed in the 2025 proxy biography for Mr. Loftus.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | — | — | — |
| Target bonus (% of salary) | Not disclosed | Not disclosed | Not disclosed |
| Actual bonus paid ($) | — | — | — |
| Total compensation ($) | — | — | — |
Notes: The Compensation Committee oversees CEO/CFO pay; program design includes base salary, performance-based cash bonuses, and long-term equity; however, the CEO elected not to receive compensation in the periods shown.
Performance Compensation
- Annual incentive design: performance-based cash bonuses tied to financial/operational goals (company does not disclose specific CEO metrics/weights).
- Long-term incentives: no outstanding equity awards as of 12/31/2024; the 2016 plan was not utilized; the 2004 plan terminated.
- 2025 Equity Incentive Plan (pending stockholder approval): options only (ISOs/nonstatutory); exercise price at least the greater of $10/share or fair market value (110% FMV for 10% owners); minimum 1-year vesting for at least 95% of awards; 10-year term; no repricing without stockholder approval; proposed share reserve 1,100,000 shares; eligibility focused on a small employee population.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 19,180,187 |
| Ownership (% of outstanding) | 73.78% (based on 25,995,201 shares outstanding 5/13/2025) |
| Ownership structure | Controlled via N10TR (12,814,727 shares; 49.3%) and Eduro (6,365,460 shares; 24.5%) under common control of Mr. Loftus (12/31/2024). |
| Options outstanding (exercisable/unexercisable) | None outstanding as of 12/31/2024. |
| RSUs/PSUs unvested | None outstanding as of 12/31/2024. |
| Pledging | The proxy discloses an Anti-Hedging policy (prohibits hedging transactions); no pledging disclosure noted. |
| Ownership guidelines | Not disclosed. |
Potential dilution context: Proposed 2025 Plan reserve of 1,100,000 shares equates to roughly 4.2% of 25,995,201 shares outstanding at the 2025 record date (inputs cited).
Employment Terms
| Provision | Disclosure |
|---|---|
| Employment agreement | None as of 12/31/2024; executives benefit from customary indemnification agreements. |
| Severance (salary/bonus multiple) | Not disclosed. |
| Change-of-control | Under the 2025 Plan, options are to be assumed or substituted in a merger; if not, options may become fully exercisable for a short window before termination. |
| Vesting/acceleration | Minimum 1-year vesting for options (with a 5% carve-out); change-in-capitalization/merger terms as above. |
| Non-compete / Non-solicit / Garden leave | Not disclosed. |
Board Governance
| Topic | Detail |
|---|---|
| Roles | Chairman and CEO roles combined by bylaw; CEO presides over board and shareholder meetings. |
| Lead Independent Director | Jim R. Ruth; sets agendas with Chair, leads executive sessions, liaison role. |
| Independence | Board determined Alexandra C. Griffin, Jim R. Ruth, and Richard D. Schepp are independent; Mr. Loftus is an executive (non-independent). |
| Committees | Audit (Chair: Griffin; members Ruth, Schepp) ; Compensation (Chair: Schepp) ; Compliance, Governance & Nominating (Chair: Ruth) |
| Meetings/attendance (FY2024) | Board met 4 times; all directors participated; all attended 2024 annual meeting. |
| Controlled company status | Envela qualifies as a “controlled company” under NYSE American rules due to ownership concentration; may rely on governance exemptions. |
Director Compensation (for non-employee directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $10,000 (paid quarterly); no other forms of director compensation disclosed. |
Performance & Track Record
Financial performance (fiscal years):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 175,263,826 | 180,376,229 |
| Net Income ($) | 7,147,452 | 6,757,059 |
| Diluted EPS ($) | 0.27 | 0.26 |
Shareholder return (cumulative value of $100 initial investment at period end):
| Year | Value of $100 Investment |
|---|---|
| 2022 | 129.24 |
| 2023 | 119.41 |
| 2024 | 176.66 |
Other indicators:
- Stock buybacks: 928,930 shares repurchased in 2024 at an average price of $4.92; 1,000,000-share program authorized through March 31, 2026 (71,070 shares remained at 12/31/2024).
- Legal proceedings: No material legal proceedings disclosed.
- Related-party transactions: No material related-party transactions in 2023–2024.
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory Say-on-Pay and Say-When-on-Pay proposals; board recommends a three-year frequency.
- 2024 annual meeting results: all directors elected; auditor ratified; adjournment authority approved (no Say-on-Pay that year).
Compensation Structure Analysis
- Alignment via ownership rather than pay: Mr. Loftus took $0 in salary/bonus for 2022–2024; with ~74% ownership, his incentives are principally through equity value creation rather than cash compensation.
- Equity overhang and selling pressure: No outstanding equity awards as of 12/31/2024; therefore, no scheduled vesting supply from legacy grants. If the 2025 Plan is approved, options will carry at least 1-year vesting, limiting near-term issuance.
- Governance checks: Independent chairs for Audit, Compensation, and CGN committees and a Lead Independent Director provide counterbalance to combined Chair/CEO structure; however, controlled company status may reduce certain governance protections.
- Consultant input: Prior review (June 30, 2022) indicated compensation philosophy/practices are within industry norms; new review commissioned for mid-2025.
Risk Indicators & Red Flags
- Controlled company and concentrated voting power under entities controlled by Mr. Loftus (N10TR, Eduro) may impede removal of directors or change-of-control transactions, potentially affecting minority shareholder influence.
- Anti-Hedging policy in effect; no disclosure of share pledging.
- No material related-party transactions or legal proceedings disclosed in recent filings.
Employment Terms (Severance/CoC) – Detail
| Item | Terms |
|---|---|
| Employment contract | None for executives as of 12/31/2024. |
| Change-in-control (equity) | Under proposed 2025 Plan, options assumed/substituted in a merger; if not assumed, options may become fully exercisable briefly before termination. |
| Repricing | Prohibited without stockholder approval under 2025 Plan. |
Investment Implications
- Alignment and float: With ~74% insider ownership and active buybacks, float is limited; there is minimal overhang from equity awards, and the CEO’s incentives are equity-value driven rather than cash pay. This supports alignment but concentrates control and can reduce market liquidity.
- Governance balance: Independent committees and a Lead Independent Director mitigate risks from the combined Chair/CEO role, but the controlled-company framework may allow reliance on governance exemptions; monitor board composition and committee independence over time.
- Forward equity issuance: If the 2025 options plan is approved (1.1M shares, ~4.2% of outstanding), potential dilution is modest and vesting is paced (≥1 year), limiting near-term supply; exercise price floors (≥FMV or $10) reduce low-price issuance risk.
- Performance momentum: Multi-year profitability continues; 2024 TSR rebound (176.66 vs. 119.41 in 2023) alongside revenue growth and ongoing buybacks are supportive signals; watch segment mix, commodity sensitivities, and discretionary demand impacts on jewelry/ITAD cycles.