Albert Lord
About Albert L. Lord
Albert L. Lord (age 79) is an Independent Director of AppTech Payments Corp. (APCX), appointed December 13, 2024, and currently serves as Chair of the Compensation Committee. He is the retired CEO of Sallie Mae (SLM), having led the company from 1997 to 2013, including its transition from a GSE to a private sector entity and capital raising through the 2008–09 financial crisis. He holds a B.S. from Penn State and began his career at Peat, Marwick, Mitchell & Co. in 1967 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sallie Mae (SLM) | Chief Executive Officer | 1997–2013 | Led privatization; increased market value; crisis leadership with capital raise |
| Peat, Marwick, Mitchell & Co. | Audit/Accounting (early career) | Began 1967 | Foundational accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Albert L. Lord Jr. Revocable Trust (and co-trustee of Suzanne D. Lord Revocable Trust) | Co-Trustee | Ongoing | Holds 538,694 APCX shares jointly; shared voting/dispositive power |
| The Albert L. Lord, Jr. 2025 Spousal Estate Reduction Trust | Grantor (spouse is sole trustee) | Established Jan 17, 2025 | Holds 1,300,000 APCX shares; de facto shared authority over voting/investment |
| Starfish Fund, Inc. | President; Director | Ongoing | Holds 1,000,000 APCX shares; shared voting/dispositive power |
| AFIOS Partners 6 & 7 | Voting control (beneficial ownership) | 2024–2025 | Received APCX shares and firm warrants via SPAs; disclosed in Form 3 and related party transactions |
Board Governance
- Current board: Luke D’Angelo (Chair), Virgilio Llapitan, Albert L. Lord, Thomas J. Kozlowski Jr., Calvin D. Walsh .
- Independence: Board determined all directors except D’Angelo and Llapitan are independent under Nasdaq/SEC rules; Lord is independent .
- Committee memberships and chair roles:
- Compensation Committee: Albert L. Lord (Chair); members include Thomas J. Kozlowski Jr., Calvin D. Walsh .
- Audit Committee: Thomas J. Kozlowski Jr. (Chair); members include Albert L. Lord, Calvin D. Walsh .
- Corporate Governance & Nominating Committee: Calvin D. Walsh (Chair); members include Albert L. Lord, Thomas J. Kozlowski Jr. .
- Board meeting attendance: Board held six meetings in 2024; each incumbent director attended ≥75% of board and committee meetings during their service .
- Years of service on APCX board: Director since 2024 (appointed Dec 13, 2024) .
- Lead Independent Director: Not disclosed.
Committee Memberships (current)
| Director | Audit | Compensation | Corporate Governance & Nominating |
|---|---|---|---|
| Thomas J. Kozlowski Jr. | Chair | Member | Member |
| Calvin D. Walsh | Member | Member | Chair |
| Albert L. Lord | Member | Chair | Member |
Fixed Compensation (Director)
APCX’s non-employee director program (2024 term for directors who resigned; structure carried into 2024/2025) provides:
- Annual retainer for all non-employee directors: $15,000 cash and 10,000 restricted stock options; options are vested and exercisable through expiration; exercise price set at average fair market value at quarter-end .
- Chairman of Board (if non-employee): additional $15,000 cash and 10,000 options .
- Committee Chairs: additional $10,000 cash and 10,000 options (Audit, Compensation, Nominating & Corporate Governance) .
- Committee Members (non-chair): additional $7,500 cash and 7,500 options per committee .
| Role | Cash Retainer ($) | Options (count) | Vesting/Exercise |
|---|---|---|---|
| Non-Employee Director | 15,000 | 10,000 | Options vested/exercisable; strike = avg FMV at quarter end |
| Board Chair (non-employee) | +15,000 | +10,000 | Same |
| Committee Chair (Audit/Comp/Nom-Gov) | +10,000 | +10,000 | Same |
| Committee Member (non-chair) | +7,500 | +7,500 | Same |
Note: The 2024 Director Compensation Table lists fees for prior directors who resigned; Lord joined in December 2024 and is not itemized in that table .
Performance Compensation (Director and Equity Plan)
- Annual director limit: Non-employee director total value (cash + equity grants under 2025 Plan) capped at $750,000 per calendar year; exceptions for non-executive chair approved by independent directors .
- 2025 Equity Incentive Plan performance goals: Committee may tie awards to metrics including revenue growth, EBITDA, margins, cash flow, TSR, expense targets, customer metrics, and strategic transactions, among others (33 criteria enumerated) .
- Change-in-control mechanics: Committee may accelerate vesting, adjust awards, settle in cash/stock, or deem performance measures satisfied per plan provisions .
| Plan Element | Key Terms |
|---|---|
| Award types | Options, SARs, RSUs, restricted stock, stock bonuses, performance awards |
| Director annual limit | $750,000 total value (cash + equity) |
| Performance criteria | Net income, EPS, revenue, gross profit, operating profit, returns, cash flow, TSR, expenses, margins, productivity, customer/employee metrics, partnerships, etc. |
| Adjustments & CIC | Equitable adjustments; potential acceleration/settlement at change in control |
Other Directorships & Interlocks
- Related party investment by AFIOS Partners (entities with Lord’s voting control via AFIOS 6 & 7) into APCX:
- AFIOS 6: 1,200,000 restricted common shares for $1,000,000; warrants (1,200,000 at $0.90; 1,800,000 at $1.20) .
- AFIOS 7: Up to 4,000,000 shares for $4,000,000; warrants (4,000,000 at $0.90; 6,000,000 at $1.20); $1.5M funded Dec 16, 2024; overallotment up to $5,000,000 .
- Press release noted AFIOS’s $5 million equity raise and board changes adding Lord, Kozlowski Jr., Walsh .
These transactions create interlocks between Lord’s affiliated investment vehicles and APCX, requiring robust related-party oversight (Audit Committee responsibility to review related person transactions) .
Expertise & Qualifications
- Financial and operational leadership as CEO of Sallie Mae; experience in crisis management and capital raising .
- Accounting/audit grounding from early career at Peat, Marwick, Mitchell & Co. .
- Governance experience: Independently serves and chairs the Compensation Committee; member of Audit and Nominating Committees .
Equity Ownership
- Proxy beneficial ownership (record date March 31, 2025): Albert L. Lord beneficially owns 7,000,000 shares (18.25%); components include 550,000 vested options; trust and fund holdings and warrants detailed below .
- Schedule 13D (filed July 3, 2025): Beneficial ownership of 2,838,694 shares (8.5%) based on 33,283,329 outstanding; excludes 5,750,000 warrants due to a 4.99% Beneficial Ownership Limitation (BOL), with right to raise to 9.99% after 61 days’ notice .
Beneficial Ownership Breakdown
| Entity/Instrument | Shares/Warrants | Notes |
|---|---|---|
| Albert L. Lord – vested options | 550,000 options | Included in proxy beneficial ownership within 60 days |
| Albert L. Lord Jr. 2025 Spousal Estate Reduction Trust | 1,300,000 shares; 3,250,000 warrants | Spouse sole trustee; de facto shared authority |
| Starfish Fund, LLC | 500,000 shares; 1,250,000 warrants | Lord is President; shared voting/dispositive power |
| Albert L. Lord Jr. Revocable Trust (and Suzanne D. Lord Revocable Trust) | 150,000 shares (proxy) ; 538,694 shares (13D) | Co-trustees; joint brokerage account; shared power |
| Schedule 13D aggregated common shares | 2,838,694 shares (8.5%) | Excludes warrants due to BOL |
Insider Trades and Initial Holdings (Form 3, Jan 10, 2025)
| Holding/Derivative | Amount | Exercise Price | Expiration | Ownership Form |
|---|---|---|---|---|
| Common stock (direct) | 150,000 | — | — | Direct (D) |
| Common stock – AFIOS Partners 6 | 300,000 | — | — | Indirect (I) |
| Common stock – AFIOS Partners 7 | 1,500,000 | — | — | Indirect (I) |
| Firm Warrant 4 – AFIOS 6 | 300,000 | $0.90 | 12/30/2029 | Indirect (I) |
| Firm Warrant 5 – AFIOS 6 | 450,000 | $1.20 | 12/30/2029 | Indirect (I) |
| Firm Warrant 6 – AFIOS 7 | 1,500,000 | $0.90 | 12/30/2029 | Indirect (I) |
| Firm Warrant 7 – AFIOS 7 | 2,250,000 | $1.20 | 12/30/2029 | Indirect (I) |
Schedule 13D funding sources: personal funds, Lord family revocable trusts, spousal trust, and Starfish Fund; with specific share purchases (e.g., 538,694 joint revocable trust shares for $350,670; 1,300,000 spousal trust shares for $1,300,000; 1,000,000 Starfish shares for $1,000,000) .
Shares pledged as collateral: Not disclosed in proxy/filings reviewed.
Stock ownership guidelines (directors): Not disclosed; however, Insider Trading Policy prohibits hedging/derivative transactions to offset declines in APCX stock; 10b5-1 trading plans permitted under conditions .
Governance Assessment
- Committee leadership & effectiveness: Lord’s chairmanship of the Compensation Committee positions him to shape executive and director pay policies. The committee’s charter includes reviewing CEO goals, approving equity grants, director compensation, and consultant independence—clear remit aligned with best practices .
- Independence & attendance: Lord is board-independent and the board met its attendance threshold in 2024 (≥75% for incumbents), supporting baseline governance quality .
- Compensation structure & alignment:
- Director compensation mix skews toward equity via options combined with modest cash retainers, which can align interests but introduces potential for short-term option value focus; the 2025 Plan caps director total compensation and offers performance-based award capabilities .
- Company notes it has not historically tied executive compensation to profitability; clawback policy not yet adopted (may implement under Dodd-Frank)—this is a governance gap to monitor .
- Related-party exposure (RED FLAG):
- Material investments by AFIOS Partners (with Lord’s voting control) into APCX, coupled with Lord’s board role, present potential conflicts. The Audit Committee is charged with reviewing related person transactions; rigorous recusal and disclosure are expected. Monitor the exercise of 13M+ warrants and any changes to BOL that could alter control dynamics .
- Hedging/pledging: Hedging prohibited, reducing misalignment risk; no disclosure on pledging, but many companies prohibit pledging—APCX policy text emphasizes hedging prohibition .
- Say-on-pay & shareholder engagement: Board recommends annual say-on-pay frequency and seeks approval of NEO compensation; outcome not yet disclosed. Frequent votes can enhance accountability .
- Legal/disclosure:
- Board indemnification agreements and Delaware exculpation clauses in place; D&O insurance not currently maintained, which could be a risk consideration for directors (and investors) .
Key investor implications: Lord’s substantial beneficial ownership (proxy: 18.25%; 13D: 8.5% excluding warrants) indicates high “skin in the game,” but related-party financings require stringent conflict management. His compensation committee chair role and equity-heavy director pay structure should be evaluated alongside the absence of a formal clawback policy. Governance quality hinges on transparent oversight of AFIOS transactions, adherence to independence standards, and adoption of modern compensation risk controls .
References
- Appointment and bio: 8-K Item 5.02, Dec 13, 2024 ; DEF 14A, Apr 17, 2025 .
- Committees & independence: DEF 14A .
- Attendance: DEF 14A .
- Director compensation program: DEF 14A ; 2025 Plan limits/goals .
- Beneficial ownership: DEF 14A tables ; Schedule 13D ; funding details .
- Form 3 initial holdings/warrants: Jan 10, 2025 .
- AFIOS related-party transactions: DEF 14A ; Press release .
- Insider trading policy (hedging): DEF 14A .
- Indemnification/exculpation: DEF 14A .