Michael E. Fortin
About Michael E. Fortin
Michael E. Fortin, age 48, has served as Chief Financial Officer of Natural Alternatives International, Inc. (NAII) since October 2015. He previously led Accounting and SEC Reporting at NAII (2008–2015) and holds a B.S. in Business Administration–Accounting from San Diego State University with an active California CPA license. During FY2025 NAII’s net sales rose 14% to $129.9 million while the company recorded a net loss of $13.6 million; the pay-versus-performance table shows the value of a fixed $100 TSR investment at (45.51) for FY2025 and (16.39) for FY2024. Fortin provided SOX Section 302/906 certifications for FY2025.
Past Roles
| Organization | Role | Years | Scope/Strategic Impact |
|---|---|---|---|
| NAII | Director of Accounting & SEC Reporting | 2008–2015 | Led financial reporting and accounting controls. |
| K2 Licensed Products (Jarden subsidiary) | Director of Finance | 2006–2008 | $30M annual sales; managed staff of 6. |
| HSBC Auto Finance (HSBC Bank USA) | Manager – Financial Accounting Operations | 2003–2006 | Subprime auto lending with $1.5B revenues; managed staff of 4. |
| Arthur Andersen LLP; KPMG LLP | Audit Senior | 1999–2003 | External audit experience. |
External Roles
None disclosed for Fortin in company filings.
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $300,000 | $300,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | $71,400 | — |
| Deferred Cash Awards ($) | $78,600 | — |
| All Other Compensation ($) | $57,731 | $59,374 |
| Total ($) | $507,731 | $359,374 |
- Current base salary effective July 1, 2025: $365,000.
Performance Compensation
- Bonus construct: Discretionary and not tied to specific financial performance metrics; plan to continue discretionary approach.
- Equity plan design: 2020 Omnibus Incentive Plan requires ≥1-year vesting; typical three-year vesting practice; no dividends before vest; prohibits surrender/replacement of awards; change-in-control acceleration is limited and generally double-trigger.
Restricted Stock – Outstanding and Vesting (as of FY2025 year-end)
| Vesting Date | % Vesting | Shares | Market Value at 6/30/2025 ($) |
|---|---|---|---|
| March 7, 2026 | 65.71% | 7,666 | $25,139 (7,666 × $3.28) |
| March 7, 2027 | 34.29% | 4,000 | $13,120 (4,000 × $3.28) |
| Total Unvested | 100% | 11,666 | $38,264 |
- Tax withholding at vest: Company may repurchase vested shares at last traded price on the vesting date to satisfy tax obligations.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 51,047 shares. |
| Ownership % of Outstanding | * (less than 1%). |
| Unvested Restricted Shares | 11,666 shares. |
| Options Outstanding | None. |
| Hedging Policy | Officers prohibited from trading puts/calls/short sales; trades require prior CFO approval and are barred when in possession of MNPI (same-day trading also prohibited). |
Employment Terms
| Provision | Term |
|---|---|
| Employment status | At-will. |
| Severance (no cause) | 1 year’s base salary + 12 months COBRA (release required; otherwise 1 month’s compensation). |
| Change-in-Control severance | 2 years’ compensation + 12 months COBRA (release required; otherwise 1 month’s compensation). |
| Equity acceleration | Restricted stock becomes unrestricted if death, disability, or terminated without cause within 3 months prior to or 12 months following a change in control (double-trigger construct). |
| Clawback policy | Board-adopted in September 2023; may seek recovery of incentive comp approved/awarded/granted on or after Sept 15, 2023 in event of material negative restatement. |
Performance & Track Record
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Net Sales ($000s) | $113,796 | $129,860 |
| Net Income ($000s) | $(7,217) | $(13,575) |
| TSR – $100 Investment (Pay vs Performance table) | (16.39) | (45.51) |
- Management commentary: FY2025 net sales +14%; patent/trademark licensing revenue decreased 4%; company anticipates net income for FY2026 full year, but disclosed covenant pressures and ongoing credit facility negotiations with Wells Fargo.
- Certifications: Fortin signed CEO/CFO SOX certifications for FY2025 10-K.
Investment Implications
- Pay-for-performance alignment: Variable pay elements are limited and largely time-based RSUs; cash bonuses are discretionary and not tied to financial metrics, reducing direct pay-for-performance linkage.
- Near-term selling pressure: March 2026/2027 RSU vesting could result in company repurchases of shares on vesting dates to cover Fortin’s taxes (mechanical supply), not open-market sales.
- Alignment and risk controls: Fortin’s beneficial ownership (51,047 shares) and unvested RSUs provide some alignment; hedging is prohibited; clawback policy adds enforcement on restatement risk.
- Change-in-control economics: Double-trigger acceleration and 2 years’ compensation under CIC create retention incentives but also potential transaction costs; severance outside CIC limited to 1 year salary.
- Execution considerations: FY2025 loss, licensing revenue headwinds, and credit covenant negotiations elevate operating and financing risk; management expects improvement in FY2026 but this is subject to successful renegotiation and demand stabilization.