Calvin Walsh
About Calvin Walsh
Calvin D. Walsh (age 79) was appointed to the AppTech Payments Corp. (APCX) Board in December 2024 and stands for re‑election as a Class I director at the 2025 annual meeting; he chairs the Corporate Governance & Nominating Committee and serves on both the Audit and Compensation Committees. Walsh is a retired Regional Vice President of Sales & Marketing at Siemens Energy and Automation with a 40‑year career in the electrical industry; he began at General Electric after earning a B.S. in Mechanical Engineering from Penn State and later worked at ITE Imperial before joining Siemens in 1981 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Energy and Automation | Regional VP of Sales & Marketing; prior sales management roles | Joined 1981; 40-year industry career; retired (dates not further specified) | Integral contributor to Siemens’ U.S. growth |
| ITE Imperial Corporation | Sales roles | Pre-1981 (Philadelphia) | Not disclosed |
| General Electric | Technical Marketing Program participant | Began career in 1967 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in Walsh’s biography/nominee section . |
Board Governance
- Committee assignments and roles: Audit (member), Compensation (member), Corporate Governance & Nominating (chair) .
- Independence: The Board determined each member of the Audit, Compensation, and Corporate Governance & Nominating Committees is “independent” under applicable Nasdaq rules .
- Board structure and term: Class I and Class II staggered board; Walsh is a Class I nominee in 2025, with a two‑year term expiring at the 2027 annual meeting if re‑elected .
- Attendance: The Board held six meetings in 2024; each incumbent director met at least 75% attendance for Board and committee meetings during their service period; all directors attended the last annual meeting .
Fixed Compensation
Non‑employee director and committee cash retainers (program terms as described):
| Role | Annual Cash Retainer (USD) |
|---|---|
| Non‑Employee Director (base) | $15,000 |
| Chair – Corporate Governance & Nominating Committee | $10,000 |
| Member – Audit Committee (non‑chair) | $7,500 |
| Member – Compensation Committee (non‑chair) | $7,500 |
- Based on program terms and Walsh’s current roles, implied annual cash compensation: $40,000 (15,000 base + 10,000 chair + 7,500 Audit + 7,500 Compensation) .
Performance Compensation
Equity awards for non‑employee directors (program terms as described):
| Role | Annual Stock Options (number of options) | Vesting | Exercise Price Policy |
|---|---|---|---|
| Non‑Employee Director (base) | 10,000 | Vested quarterly; options are vested and exercisable through expiration | Equal to average fair market value at quarter‑end |
| Chair – Corporate Governance & Nominating Committee | 10,000 | Same as above | Same as above |
| Member – Audit Committee (non‑chair) | 7,500 | Same as above | Same as above |
| Member – Compensation Committee (non‑chair) | 7,500 | Same as above | Same as above |
- Based on program terms and Walsh’s current roles, implied annual option grant: 35,000 options (10,000 base + 10,000 chair + 7,500 Audit + 7,500 Compensation), with quarter‑end FMV strikes and quarterly vesting; awards subject to the 2025 Plan’s non‑employee director annual cap of $750,000 total value including cash fees .
Other Directorships & Interlocks
| Person/Entity | Relationship | Overlap/Transaction | Potential Interlock/Conflict Notes |
|---|---|---|---|
| AFIOS Partners 6/7 | Related party investor to AppTech; December 16, 2024 share purchase agreements | Issued common shares and warrants under AFIOS 6 and AFIOS 7 SPAs | AFIOS affiliation is tied to director Thomas J. Kozlowski Jr., President of AFIOS, Inc.; Walsh, as Audit Committee member, has oversight of related‑party transactions. Governance sensitivity is elevated due to board‑linked financing . |
Expertise & Qualifications
- Mechanical engineering degree (Penn State) with deep technical/sales background in electrical/industrial automation; senior commercial leadership at Siemens .
- Governance leadership as chair of Corporate Governance & Nominating; member of Audit and Compensation committees .
- Board notes his business experience as qualifying credentials for directorship .
Equity Ownership
| Holder | Components | Quantity | Notes / % |
|---|---|---|---|
| Calvin D. Walsh (beneficial) | Total beneficial ownership | 2,150,000 | 6.15% of common shares outstanding as of record date |
| Calvin D. Walsh (direct) | Vested options | 400,000 | Options counted if exercisable within 60 days per SEC rules |
| CDW App Tech LLC (controlled by Walsh) | Common shares | 500,000 | 1.5% of outstanding; Walsh has voting and dispositive control |
| CDW App Tech LLC (controlled by Walsh) | Warrants | 1,250,000 | Warrant details not individually enumerated for maturity; included for beneficial interest disclosure |
- Beneficial ownership calculations are based on 33,283,329 shares outstanding; shares acquirable within 60 days are included in individual percentage computations per SEC rules .
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance & Nominating; sits on Audit and Compensation; Board confirms committee member independence; Board and committees operate under defined charters with oversight of compensation, audit, governance, and related‑party approvals .
- Alignment: Meaningful equity alignment via options and indirect holdings through CDW App Tech LLC; non‑employee director equity strikes at market and vesting is time‑based, promoting retention and alignment .
- Constraints/Policies: 2025 Equity Incentive Plan caps director total annual compensation (cash + equity) at $750,000; Compensation Committee administers the plan and may set award terms; Code of Ethics addresses conflicts and insider trading .
- RED FLAGS:
- D&O insurance currently not maintained for directors and officers, increasing governance risk exposure for independent directors .
- Recent wholesale committee resignations (December 13, 2024) followed by reconstitution on December 30, 2024 suggest governance transition risk and raise questions on continuity and oversight effectiveness; Audit and Compensation re‑formed with Walsh as member and Corporate Governance & Nominating with Walsh as chair .
- Related‑party financings with AFIOS entities connected to another director (Kozlowski) warrant heightened audit oversight; Walsh’s Audit Committee role is central to mitigating conflict risk .
- Engagement: Board held six meetings in 2024; incumbent directors met >75% attendance; all directors attended the last annual meeting; Walsh’s late‑2024 appointment implies limited 2024 participation but ongoing 2025 engagement .
Additional governance context: The Board is soliciting a Say‑On‑Pay advisory vote in 2025 and recommends “FOR” approval; it also recommends a “1 YEAR” frequency for future Say‑On‑Pay votes, signaling willingness for annual shareholder feedback on compensation practices .
Section 16 compliance: The company states directors/officers and >10% holders filed required ownership reports in 2024 .