Amy Mack
About Amy Mack
Independent Class 1 Director at Retractable Technologies, Inc. (RVP) since November 19, 2007; age 57. Background spans clinical frontline nursing (ER and cath lab) and small-business leadership, including owner/operator roles at Spa O2 & Medical Aesthetics and EmergiStaff & Associates; currently employed in the Baylor Scott & White Medical Center – Centennial emergency department since 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor Scott & White Medical Center – Centennial | Emergency Department Nurse | Since 2016 | Frontline clinical perspective aligned with RVP’s end-user base |
| Spa O2 & Medical Aesthetics | Owner/Operator | Not disclosed | Entrepreneurial and operations experience |
| EmergiStaff & Associates (nursing agency) | Secretary, Owner/Operator | Not disclosed | Workforce staffing/operations knowledge |
| Various hospitals | ER Nurse and Cath Lab Nurse | Not disclosed | Clinical experience across high-acuity care |
External Roles
| Category | Role/Company | Status |
|---|---|---|
| Public company boards | Any reporting-company directorships | None; the proxy states no directors hold directorships in other reporting companies |
| Interlocks | Director/executive interlocks with other issuers | None disclosed; Company states no interlocking directors or executive officers with other companies |
| Private/non-profit | Spa O2 & Medical Aesthetics; EmergiStaff & Associates | Active; dates not disclosed |
Board Governance
- Independence: Classified as independent under NYSE American standards; independent directors currently include Amy Mack, Marco Laterza, Walter O. Bigby, Jr., and Darren E. Findley .
- Committees: Member, Nominating Committee (1 meeting in 2024); Member, Compensation and Benefits Committee (2 meetings in 2024). Not on Audit Committee; audit members are Laterza (financial expert), Bigby, and Findley .
- Chair roles: Audit Committee chaired by Marco Laterza; chair roles for Nominating and Compensation not specified (no chair disclosure for Amy) .
- Attendance: Board met 4 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings. All directors attended the 2024 virtual Annual Meeting .
- Lead Independent Director: None (Board cites small size and effective independent director function) .
- Executive sessions frequency: Not disclosed; committee charters available via the company website .
Fixed Compensation
| Item | 2024 Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash (Amy Mack) | $8,000 |
| Quarterly director retainer | $2,000 per quarter (plus reimbursed travel) |
| Audit Committee non-chair fee | $250 per quarter (not applicable to Amy) |
| Audit Committee chair fee | $500 per quarter (not applicable to Amy) |
Performance Compensation
| Metric/Instrument | 2024 Disclosure | Notes |
|---|---|---|
| RSUs/PSUs for directors | None disclosed | Independent directors compensated via cash; no 2024 equity awards shown for directors |
| Stock options (current status) | No awards outstanding under 2021 plan | Company states no outstanding awards under the 2021 Stock Option Plan; prior underwater grants terminated in Dec 2022 |
| Performance-metric linkage | None | Company does not link compensation to attainment of financial measures; compensation based on historical performance and discretion |
| Clawback policy | Adopted Mar 16, 2021; revised Nov 7, 2023 | Addresses recoupment of incentive comp tied to financial measures upon certain restatements |
No director performance metrics (e.g., revenue/EBITDA/TSR targets) are disclosed; compensation lacks at-risk performance linkages .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None (for all RVP directors) |
| Interlocks with other issuers | None (company-wide statement) |
Expertise & Qualifications
- Clinical expertise: ER and cath lab nursing; active ED nurse since 2016 at Baylor Scott & White – Centennial .
- Healthcare staffing/operations: Owner/operator at EmergiStaff & Associates; aligns with talent pipelines and clinical operations insights .
- Small-business leadership: Owns/operates Spa O2 & Medical Aesthetics; provides perspective on P&L discipline and customer-centric operations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Amy Mack) | 50,000 shares | Classified as beneficial ownership; footnote indicates these shares are acquirable via stock options |
| Percent of class | <1% | Based on 29,937,159 outstanding shares |
| Composition | Options exercisable | “These shares are acquirable by the exercise of stock options”; direct/indirect share count not otherwise disclosed in proxy |
| Pledging | Not disclosed | No specific pledging disclosure for directors; code prohibits hedging/short sales and certain derivatives |
| Hedging policy | Hedging, short sales, derivatives generally prohibited | Code of Business Conduct and Ethics |
Insider Trades
| Item | Amy Mack |
|---|---|
| Form 4 filings (2024) | Not specified in proxy; no director-specific delinquencies noted |
Governance Assessment
- Engagement and independence: Serves on two key committees (Nominating; Compensation & Benefits), classified as independent, and met the 75% attendance threshold; attended the 2024 annual meeting—signals active engagement .
- Alignment: Beneficial ownership reflects 50,000 options, but equity alignment is modest (<1%); director compensation is cash-only, with no performance-linked elements—limited pay-for-performance alignment at the director level .
- Compensation committee practices: Committee is fully independent; no compensation consultants in 2024; authority not delegated beyond the full Board; changes generally initiated by management—oversight exists but reliance on management proposals may be a process consideration .
- Board structure: No Lead Independent Director and combined CEO/Chair roles—acceptable in small boards but reduces structural independence; independent directors cited as effective mitigant .
- Related-party context (company-level): Material royalty to CEO under Technology Licensing Agreement ($3.51M in 2024; $3.19M in 2023) and majority voting control (beneficial ownership ~53%)—potential governance red flags for board independence and conflict oversight, though no specific conflicts disclosed for Amy Mack .
- RED FLAGS
- Concentrated control: CEO beneficially owns 53.3% and holds majority voting power—elevates entrenchment risk and may influence director elections and say-on-pay outcomes .
- Related-party payments: Ongoing royalty stream to CEO under licensing agreement—requires robust independent oversight; committee independence is disclosed, but explicit director-level conflict safeguards for this arrangement are not detailed .
- No Lead Independent Director with combined CEO/Chair—reduces formal counterbalance; reliance on committee functioning and independent majority to mitigate .