Marco Laterza
About Marco Laterza
Marco Laterza (age 77) is an independent director of Retractable Technologies, Inc. (RVP), serving since March 22, 2005. He is a CPA with decades of experience advising individuals and entities on corporate planning and financial issues; since 2015 he has owned and operated an accounting and income tax consulting practice. He is the Audit Committee’s designated financial expert and also serves as the Board’s Disclosure Representative for shareholder communications. The proxy states directors hold no other public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retractable Technologies, Inc. | Independent Director; Audit Committee Financial Expert | Director since 2005 | Member: Audit, Compensation & Benefits, Nominating; Financial expert on Audit Committee |
| Marco Laterza CPA Practice | Owner/Operator, accounting and income tax consulting | Since 2015 | Provides financial and corporate planning expertise leveraged for board service |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Various clients (private) via CPA practice | Advisor (accounting/tax) | No | The proxy states no RVP directors hold directorships in other reporting companies |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Member; Financial Expert | 4 | Members: Laterza, Bigby Jr., Findley; Laterza designated financial expert |
| Nominating Committee | Member | 1 | Members: Laterza, Mack, Findley, Bigby Jr.; all independent |
| Compensation & Benefits Committee | Member | 2 | Members: Laterza, Mack, Bigby Jr., Findley; all independent; no consultants engaged in 2024 |
- Board independence: Laterza is independent; majority of the Board is independent (Laterza, Mack, Bigby Jr., Findley) .
- Board meeting cadence and attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: CEO also serves as Chair; no Lead Independent Director due to small board size .
- Shareholder communications: Laterza is the Board’s Disclosure Representative for shareholder communications .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Fees earned (cash) – Laterza | $10,000 | 2024 | Director fees paid in cash; no equity awards shown for directors in 2024 |
| Standard independent director retainer | $2,000 | Per quarter | Plus reimbursed travel expenses |
| Audit Committee member stipend (non-chair) | $250 | Per quarter | Additional to retainer |
| Audit Committee chair stipend | $500 | Per quarter | Additional to retainer |
Note: Laterza’s $10,000 total exceeds base retainer and aligns with committee stipends. The proxy does not explicitly identify the Audit Committee chair; stipend rates are disclosed, but chair designation is not.
Performance Compensation
| Performance-linked element | Status | Metrics/Targets | Notes |
|---|---|---|---|
| Director equity or performance-linked compensation | Not disclosed for 2024 | None disclosed | Proxy outlines fixed quarterly stipends; the company states no policies linking compensation to attainment of financial measures (context provided in compensation discussion) |
Other Directorships & Interlocks
| Category | Status | Detail |
|---|---|---|
| Current public company boards | None | The proxy states no directors hold directorships in other reporting companies |
| Interlocks | None | No interlocking directors or executive officers with other companies |
| Prior public company boards | Not disclosed | — |
Expertise & Qualifications
- CPA and decades of corporate planning and financial advisory experience; owner/operator of an accounting and tax practice since 2015 .
- Designated Audit Committee Financial Expert, providing independent accounting advice to the Board .
- Active service across Audit, Compensation & Benefits, and Nominating committees .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 95,000 | As of March 10, 2025 |
| Ownership % of outstanding shares | <1% | 29,937,159 shares outstanding |
| Options included | 10,000 shares | “Acquirable by the exercise of stock options” (strike/expiry not disclosed) |
Governance Assessment
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Positives:
- Independence and breadth of committee service; designated Audit Committee Financial Expert .
- Strong engagement indicated by meeting frequency and attendance thresholds; full attendance at the 2024 annual meeting .
- Clear Code of Business Conduct and Ethics, including prohibitions on short sales, derivatives, and hedging for directors and employees .
- No external public company directorships or interlocks reduce potential external conflicts .
-
Concerns and potential RED FLAGS affecting investor confidence:
- Combined CEO/Chair structure with no Lead Independent Director reduces independent counterbalance to management .
- CEO majority control: Mr. Shaw controls 51.6% of voting power and beneficially owns 53.3% of shares; his vote is often determinative, which may limit board effectiveness despite independent membership .
- Significant related-party royalties: $3,506,716 in 2024 and $3,191,276 in 2023 paid to the CEO under a technology licensing agreement; Audit Committee reviews related party transactions, heightening oversight expectations for Laterza as the financial expert. RED FLAG: material related-party payments to CEO .
- Compensation governance posture: No performance-based pay framework; proxy states no policies linking compensation to financial measures; no compensation consultants engaged in 2024, raising questions on benchmarking rigor and pay-for-performance alignment .
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Additional notes:
- Audit oversight: Moss Adams LLP re-appointed; audit, audit-related, and tax fees disclosed, consistent with standard pre-approval procedures; Laterza signed the Audit Committee report with other members .
- Shareholder advisory votes: Prior say-on-pay votes approved; board recommends triennial frequency, consistent with long-term focus .