Michele Larios
About Michele Larios
Michele M. Larios is Vice President, General Counsel, and Secretary of Retractable Technologies, Inc. (RVP), having joined in February 1998; she oversees legal and legislative affairs, human resources, and regulatory functions. She is 58 years old per the latest proxy and is not a director . Company performance over her recent tenure reflects revenue contraction and losses as COVID-era demand normalized; executive pay is not tied to financial metrics, and the company discloses no Company-Selected Measures in pay-versus-performance .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $94,818,938 | $43,596,926 | $33,049,533 |
| Net Income ($USD) | $5,078,557 | $(7,011,036) | $(11,886,524) |
| EBITDA ($USD) | $3,749,985* | $(3,960,982)* | $(13,535,621)* |
*Values retrieved from S&P Global.
| TSR Index (Value of $100) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| RVP Total Shareholder Return | 1,155.00 | 273.33 | 185.00 | 46.67 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Retractable Technologies, Inc. | Vice President, General Counsel & Secretary | 1998–present | Leads legal, legislative, HR, and regulatory oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | Not disclosed | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2021 | $400,000 | Not disclosed | $100,000 | $1,346 (401k match) | $3,053,846 |
| 2022 | $400,000 | Not disclosed | — | $5,538 (401k match) | $405,538 |
| 2023 | $400,000 | Not disclosed | — | $5,457 (401k match) | $405,457 |
| 2024 | $400,000 | Not disclosed | — | $10,350 (401k match) | $410,350 |
The company emphasizes salary as the primary compensation component given market access constraints; bonuses are discretionary and infrequent (last granted in 2021) .
Performance Compensation
Executive pay is not tied to quantitative financial measures; the company reports no Company-Selected Measures used to determine executive compensation . In 2021, one-time option “mega grants” were issued and later terminated.
2021 Equity Option Grant (terminated in 2022)
| Grant Date | Instrument | Shares Granted | Exercise Price | Vesting | Status | Fair Value per Option | Notes |
|---|---|---|---|---|---|---|---|
| Mar 16, 2021 | Stock Options | 250,000 to Larios | $13.00 | Not disclosed; options were unvested at termination | Terminated Dec 19, 2022 | $10.21 (Black-Scholes) | Risk-free rate 1.20%, vol. 92.66%; options became significantly underwater by end of 2021 |
All outstanding option awards to executive officers were terminated on December 19, 2022; at present, there are no outstanding awards under the 2021 Plan .
Equity Ownership & Alignment
| Holder | Direct Ownership | Indirect Ownership | Total Beneficial Ownership | % of Shares Outstanding | Options Exercisable | Pledged/Hedged | Notes |
|---|---|---|---|---|---|---|---|
| Michele M. Larios | 1,000 shares owned by her children | 800,000 shares owned by trusts for non-family beneficiaries for which she serves as trustee | 861,000 | 2.9% | None outstanding (only CFO shows options at FYE) | Hedging generally prohibited by Code ; pledging not disclosed | Trustee status suggests a portion of beneficial ownership may not reflect personal economic exposure |
Code of Business Conduct and Ethics prohibits short sales, puts, calls, derivatives, or hedging related to Company securities .
Employment Terms
| Term | Provision | Larios Status | Citation |
|---|---|---|---|
| Employment Agreement | Only CEO has an employment agreement; no other executives have employment agreements | No employment agreement | |
| Severance | CEO’s severance outlined; no other executives’ severance contracts disclosed | Not disclosed for Larios | |
| Change-of-Control | CEO has CoC provisions; no other executives disclosed | Not disclosed for Larios | |
| Clawback | Policy adopted Mar 16, 2021; revised Nov 7, 2023 for restatements-based recoupment | Applies to incentive comp | |
| Stock Ownership Guidelines | Not disclosed | Not disclosed | — |
| Hedging/Pledging | Hedging prohibited; pledging not mentioned | Hedging prohibited |
Compensation Structure Analysis
- Heavy cash mix and minimal variable pay: Base salary is the primary component; bonuses discretionary and infrequent; no active equity awards since 2022 terminations .
- One-time equity awards retracted: 2021 options were underwater and terminated in 2022; indicates avoidance of repricing but removal of long-term equity incentives .
- No performance metrics: Company explicitly states executive compensation is not linked to attainment of financial measures; pay-versus-performance includes no Company-Selected Measures .
- Say-on-pay: Prior advisory votes (2013, 2016, 2019, 2022) passed; board recommends “FOR” and frequency “every 3 years” in 2025 .
Additional Context on Insider Activity
- Section 16(a) note: One executive officer had late-reported open market purchases in 2024 due to broker reporting issues; the individual was not named . No pledging disclosures; hedging prohibited per code .
Investment Implications
- Alignment: Larios’ reported beneficial ownership is 861,000 shares (2.9%); however, 800,000 are held as trustee for non-family beneficiaries and 1,000 by her children, suggesting limited direct personal economic exposure despite sizable beneficial totals .
- Low incentive-driven risk: With no performance-linked metrics and no active equity awards, near-term insider selling pressure from vesting events appears limited; compensation stability may aid retention but offers weak alignment to shareholder value creation .
- Governance considerations: The company’s prohibition on hedging reduces misalignment risk; absence of pledging disclosures and a functioning clawback framework are positives. However, pay not linked to performance and termination of underwater options reduce long-term equity alignment .
- Performance backdrop: Revenues and EBITDA declined post-2022 and net losses persisted through 2024, with TSR sharply down in 2024—context that heightens the relevance of performance-conditioned pay structures, which the company does not currently use .