Darren Findley
About Darren E. Findley
Darren E. Findley (age 61) has served as an independent Class 1 Director of Retractable Technologies, Inc. since September 2017. He is President of Engage2Excel (recruitment solutions), and previously served at AMN Healthcare as VP & GM of recruitment process outsourcing from May 2015 to May 2016. He is classified as independent under NYSE American rules, holds no other public company directorships, and was nominated for re-election to a term ending at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retractable Technologies, Inc. (RVP) | Director (Class 1) | Since Sep 2017 | Member: Audit; Compensation & Benefits; Nominating |
| AMN Healthcare | VP & GM, Recruitment Process Outsourcing | May 2015 – May 2016 | Grew RPO business and delivered talent to healthcare facilities (background per RVP bio) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Engage2Excel | President | Current | Leads recruitment solutions team |
| Other public-company boards | — | — | None; “No Directors hold Directorships in other reporting companies.” |
Board Governance
- Independence and structure: Findley is an independent director; the Board has a majority of independent members. The CEO is also Board Chair; there is no lead independent director (small board).
- Committee assignments: Findley serves on all three key committees—Audit; Compensation & Benefits; Nominating. Audit Committee financial expert is Marco Laterza.
- Meetings and attendance: Board met 4 times in 2024; Audit met 4 times; Nominating met once; Compensation & Benefits met twice. No incumbent director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
| Committee | 2024 Meetings | Membership (selected) |
|---|---|---|
| Board of Directors | 4 | Findley (Independent) |
| Audit Committee | 4 | Laterza (Financial Expert), Bigby, Findley |
| Nominating Committee | 1 | Laterza, Mack, Findley, Bigby |
| Compensation & Benefits Committee | 2 | Laterza, Mack, Bigby, Findley |
- Code and trading: Company code prohibits short sales, derivatives, and hedging of Company securities by employees and directors.
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash ($) |
|---|---|---|
| Darren E. Findley | 2024 | 9,000 |
Director compensation structure (policy):
- $2,000 per quarter for each director; +$250 per quarter for non-chair Audit Committee members; +$500 per quarter for Audit Committee chair. Findley’s $9,000 total aligns with the base director fee plus Audit Committee member fee under this policy.
Performance Compensation
- Equity awards: No outstanding awards under the 2021 Stock Option Plan as of the proxy; options issued in 2021 were underwater and terminated in December 2022. Participants may include non-employee directors, but no awards are currently outstanding.
- Performance metrics for director pay: None disclosed; director compensation is cash-based with no performance-conditioned elements.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public-company boards | None (for all current directors) |
| Interlocks | No director/executive interlocks reported. |
Expertise & Qualifications
- Human capital and recruitment: Decades of management experience in recruitment and staffing across healthcare and other industries (Engage2Excel; AMN Healthcare RPO).
- Governance breadth: Service on Audit, Compensation & Benefits, and Nominating committees supports broad oversight coverage despite small-board structure.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Darren E. Findley | 4,200 | <1% |
Notes:
- The beneficial ownership table shows no option footnote for Findley, indicating no options reported for him, while some peers have options noted in footnotes.
- Anti-hedging policy applies to directors; pledging status not disclosed.
Governance Assessment
-
Positives:
- Independent director with relevant recruitment/human capital expertise; serves on all three key committees, enhancing board coverage.
- Attendance and engagement appear solid (no incumbent director below 75%; full board attendance at 2024 annual meeting).
- Cash-only director pay avoids equity overhang or misaligned incentives; modest fees reduce pay-related controversies.
- Anti-hedging policy in place for directors and employees.
-
Risks/RED FLAGS (company-level context impacting board effectiveness):
- Combined CEO/Chair role with no lead independent director reduces independent counterbalance.
- CEO Thomas J. Shaw holds majority voting control (approx. 51.6% voting control; 53.3% beneficial ownership), concentrating power.
- Related-party Technology Licensing Agreement pays 5% of gross sales to CEO; royalties were $3,506,716 (2024) and $3,191,276 (2023), a significant ongoing conflict requiring strong independent oversight from Audit and Compensation committees.
- No compensation consultant engaged in 2024; while reducing consultant conflict risk, it may limit external benchmarking in a company with complex related-party dynamics.
-
Say-on-Pay and shareholder context:
- Prior Say-on-Pay votes (2013, 2016, 2019, 2022) passed by majority; 2025 vote and frequency vote on agenda (Board recommends triennial).
Overall: Findley’s independence, committee breadth, and attendance support governance quality. However, the board’s oversight burden is heightened by the CEO’s majority control and sizable related-party royalty stream. Continued, well-documented audit/compensation oversight and robust executive sessions (not disclosed) would help mitigate these structural governance risks.