John Fort III
About John W. Fort III
John W. Fort III is Vice President, Treasurer, and Chief Financial Officer of Retractable Technologies, Inc. and has served as a Class 2 Director since 2019; age 56. He joined RVP in March 2000 as a Financial Analyst, became Director of Accounting in October 2002, and was appointed CFO on April 1, 2019; he currently oversees finance, accounting, investor relations, IT, risk management, and forecasting . Company performance during his tenure reflects post‑pandemic normalization: revenue fell from $94.8M in 2022 to $43.6M in 2023 and $33.0M in 2024 as COVID‑related demand subsided, with net income shifting from $5.1M in 2022 to losses of $(7.0)M in 2023 and $(11.9)M in 2024 . Shareholder return (value of initial fixed $100) declined from 716 in 2020 to 46.67 in 2024, consistent with pressure on margins and tariffs; management discloses no use of financial performance measures in executive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Retractable Technologies, Inc. | Director of Accounting | Oct 2002 – Apr 1, 2019 | Managed day-to-day accounting/finance operations; audits; cost accounting; forecasting . |
| Retractable Technologies, Inc. | Financial Analyst | Mar 2000 – Oct 2002 | Supported finance and analysis functions ahead of scaling production . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company states no Directors hold directorships in other reporting companies . |
Fixed Compensation
Summary compensation for 2022–2024:
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 300,000 | — | 2,769 | 302,769 |
| 2023 | 300,000 | — | 9,346 | 309,346 |
| 2024 | 300,000 | — | 9,000 | 309,000 |
Notes:
- Bonuses are discretionary and were last granted to executive officers in 2021 .
- “All Other Compensation” represents 401(k) matching contributions .
Performance Compensation
Discretionary cash incentive history:
| Year | Bonus ($) | Criteria | Notes |
|---|---|---|---|
| 2021 | 100,000 | Reward for past service and loyalty (discretionary) | Consultant review supported increases in base and one-time awards . |
| 2022–2024 | None | — | Company states bonuses were last granted in 2021 . |
Equity awards (options):
| Grant Date | Shares | Exercise Price | Vesting | Status | Fair Value per Option | Term/Expiration |
|---|---|---|---|---|---|---|
| Mar 16, 2021 | 100,000 | $13.00 | Vest in entirety at 3 years | Terminated Dec 19, 2022 | $10.21 (Black‑Scholes) | 10‑year term (grant terms) |
| Sep 9, 2016 (implied by expiration) | 9,900 | $2.75 | Exercisable | Outstanding | — | Expires Sep 9, 2026 |
Award governance:
- Company adopted a Clawback Policy on Mar 16, 2021, revised Nov 7, 2023, to recoup incentive compensation upon certain restatements; the company does not use financial performance measures to determine executive compensation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,900 shares (options exercisable) |
| Ownership as % of outstanding | <1% (percent of class calculation per proxy) |
| Vested vs unvested | 9,900 options exercisable; no unexercisable awards listed |
| Options in/out of the money | Out‑of‑the‑money (stock $0.72 on Mar 10, 2025 vs $2.75 strike) |
| Pledged shares | Not disclosed; Company prohibits hedging/derivatives in Code of Ethics |
| Ownership guidelines | Not disclosed |
Section 16 notes:
- Company disclosed one executive officer filed late Form 4s for three 2024 purchases; error was cured Dec 2, 2024 (officer not named) .
Employment Terms
| Provision | Disclosure |
|---|---|
| Employment agreement | None; only CEO has an employment agreement . |
| Severance/change‑of‑control | None disclosed for Mr. Fort; CEO provisions detailed only for Mr. Shaw . |
| Clawback | Clawback Policy adopted Mar 16, 2021; revised Nov 7, 2023 (restatement‑triggered recoupment) . |
| Non‑compete/non‑solicit | Not disclosed for Mr. Fort; CEO has 1‑year non‑compete under certain terminations . |
| Deferred comp/pension | No pension; 401(k) plan with discretionary matching; matches to NEOs totaled $44,328 in 2024 (aggregate) . |
| Perquisites/tax gross‑ups | Not disclosed for Mr. Fort . |
Board Governance
- Board service: Class 2 Director since 2019; age 56 .
- Committee roles: Audit, Compensation & Benefits, and Nominating Committees are composed of independent directors; Fort is not listed as a member on any committee .
- Independence: Over half of the Board is independent; independent directors are Laterza, Mack, Bigby, and Findley; Fort, as CFO, is not independent .
- Board leadership: CEO is also Chairman; no lead independent director (small board noted) .
- Board activity: Board met four times in 2024; no incumbent director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Director compensation: Independent directors receive $2,000 per quarter, plus $250 per quarter for Audit Committee members and $500 per quarter for the Audit Chair; Fort’s compensation is reported in the NEO table and he did not receive additional director fees .
- Say‑on‑pay: Majority approvals in 2013, 2016, 2019, and 2022; board recommends triennial frequency .
Performance & Track Record
Company revenue and net income:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 94,818,938 | 43,596,926 | 33,049,533 |
| Net Income (Loss) ($) | 5,078,557 | (7,011,036) | (11,886,524) |
Pay vs performance context:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of Initial Fixed $100 (Shareholder Return) | 716.00 | 462.00 | 109.33 | 74.00 | 46.67 |
| Net Income (Loss) ($) | 24,223,013 | 56,064,241 | 5,078,557 | (7,011,036) | (11,886,524) |
Operating backdrop (selected disclosures):
- Tariffs: 100% tariff on syringes/needles effective Sep 27, 2024; additional 20% on broader Chinese imports in Feb–Mar 2025, materially pressuring costs; ~$1.6M tariff expenses Sep–Dec 2024; ~$951k Jan 1–Mar 21, 2025 .
- Mix/margins: Gross margin fell from 20.9% in 2023 to (3.1)% in 2024; loss from operations widened to $(21.1)M in 2024 .
- Manufacturing shift: Increasing domestic capacity for 1mL, 3mL, EasyPoint, and 0.5mL syringes (commercial quantities expected H2 2025), offset by higher compensation expense (~$3.8M annualized) .
Compensation Structure Analysis
- Cash‑heavy pay: Company intentionally emphasizes base salary over at‑risk pay due to market access constraints; pay decisions are subjective and not tied to quantitative corporate objectives .
- Equity risk appetite: 2021 “mega‑grant” options were granted at $13 and later terminated as underwater in Dec 2022; no options outstanding under the 2021 Plan today; outstanding CFO options (9,900 at $2.75) are out‑of‑the‑money versus $0.72 stock price on Mar 10, 2025 .
- Clawback: Limited to restatements of financial statements; no broader misconduct triggers disclosed .
- Consultants: No compensation consultants engaged in 2024; Longnecker & Associates advised in 2021 on market adjustments .
Equity Ownership & Alignment Signals
- Skin‑in‑the‑game: Minimal direct economic exposure (<1% ownership; only 9,900 exercisable options), lowering alignment and reducing insider selling pressure simply due to limited equity holdings .
- Hedging/pledging: Hedging/derivative transactions are prohibited; pledging not discussed—monitor future proxies for pledging disclosures .
- Ownership guidelines: Not disclosed; compliance not assessed .
Employment Terms
- Retention risk: No employment agreement or severance/change‑of‑control protections for the CFO; pay stability anchored by base salary, but absence of formal protections may increase mobility risk if market opportunities arise .
- Benefits: 401(k) with discretionary match; no SERP/pension .
Investment Implications
- Pay‑for‑performance risk: Absence of explicit financial performance metrics and reliance on discretionary judgments reduce incentive alignment; clawback limited to restatements offers narrow recourse .
- Selling pressure: CFO’s small and out‑of‑the‑money option position implies limited near‑term insider selling pressure; monitor future equity grants for changes in risk posture .
- Governance: CFO’s dual role as director (non‑independent) within a board structure combining CEO/Chairman and lacking a lead independent director elevates independence concerns; committee membership remains fully independent, partially mitigating oversight risks .
- Retention/transition: No contract or severance terms for the CFO increase the importance of market‑competitive base pay and non‑cash recognition to retain key financial leadership amid tariff‑driven margin headwinds .
- Trading signals: Company disclosed a late Section 16 filing by an unnamed executive, but the trades were purchases; not a negative selling signal. Continuing margin pressure (tariffs, mix) and low shareholder returns caution against expecting incentive‑driven insider buying or selling to signal fundamentals near term .