Luke D’Angelo
About Luke D’Angelo
Luke D’Angelo, age 56, is a continuing director and Chairman of the Board at AppTech Payments Corp. (APCX) and served as Chief Executive Officer from 2013–2017 and again from December 2019–December 2024 . He has 25+ years of experience across real estate, investment banking, venture capital, and commercial operations, and founded Transcendent One, Inc. (2006) and TransTech One, LLC (2009) . He is not classified as an independent director under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AppTech Payments Corp. | Chairman of the Board | Since 2013 | Board leadership; executive sessions of independent directors held at least twice yearly |
| AppTech Payments Corp. | Chief Executive Officer (PEO) | 2013–2017; Dec 2019–Dec 2024 | Led management; compensation framework emphasized options and subjective performance criteria |
| Transcendent One, Inc. | Founder | 2006 | Built merchant services firm recognized in Inc. 500 (#105) |
| TransTech One, LLC | Founder | 2009 | Subsidiary focused on bill payment and technology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not disclose other public company directorships for Luke D’Angelo . |
Board Governance
- Independence: The Board determined that all directors except Luke D’Angelo and Virgilio Llapitan are independent; D’Angelo is non‑independent .
- Committee assignments: As of the 2025 proxy record date, D’Angelo is not listed as a member of Audit, Compensation, or Nominating & Governance committees .
- Committee chairs: Audit—Thomas J. Kozlowski, Jr.; Compensation—Albert L. Lord; Nominating & Corporate Governance—Calvin D. Walsh .
- Board/committee activity: Six board meetings in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings. All directors attended the last annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions per year .
Fixed Compensation
| Year/Type | Cash Salary ($) | Director Retainer ($) | Committee Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 275,000 | 0 (earned no director compensation) | 0 (no committee roles) | CEO through Dec 2024; non‑independent director |
| 2023 | 313,868 | — | — | CEO |
Performance Compensation
| Year | Option Awards ($, grant-date fair value) | Non-Equity Incentive ($) | RSUs/Stock Awards | Notable Design/Metric Features |
|---|---|---|---|---|
| 2024 | 341,500 | 376,875 | Outstanding unvested stock awards reported as 625,000 shares (market value $276,250) as of 12/31/2024 (grant date shown July 3, 2025) | Committee policy states profitability and market value of stock are not considered in executive pay; options used; CEO‑delegated officer comp; incentives tied to operating results under CEO’s control |
| 2023 | 271,500 | — | — | Pay‑versus‑performance shows negative correlation of CEO pay with TSR; options align with stock price appreciation and tenure |
Performance framework signals: heavy use of options, subjective evaluation, and exclusion of profitability/stock‑price metrics can reduce pay‑for‑performance rigor; however, options provide alignment through required stock price appreciation .
Other Directorships & Interlocks
| Entity | Nature | Detail | Implication |
|---|---|---|---|
| AFIOS Partners (AFIOS 6 & 7) | Related party financing | Co. executed SPAs with related party AFIOS Partners on Dec 16, 2024; sold common shares and issued multi‑year warrants; up to $5M raise with additional warrants issued | Governance red flag: Financing tied to a related party; potential influence on board composition and decisions |
| AFIOS, Inc. | Director linkage | Thomas J. Kozlowski Jr., AppTech director and Audit Chair, is President of AFIOS, Inc.; three AFIOS‑affiliated directors added Dec 2024; prior directors resigned | Board reshaping linked to financing; independence/oversight considerations |
Expertise & Qualifications
- Domain: Real estate, investment banking, venture capital, commercial operations; payments/merchant services entrepreneurship .
- Board qualifications emphasized financial understanding and industry awareness in nominations process .
Equity Ownership
| Holder | Direct Common Shares | Vested Options | Total Beneficial Ownership (shares) | % of Common Outstanding |
|---|---|---|---|---|
| Luke D’Angelo | 877,057 | 500,263 | 1,377,320 | 4.08% |
Additional notes: Ownership % based on 33,283,329 shares outstanding; D’Angelo directly owns 2.63% via common shares .
Governance Assessment
- Independence & role concentration: D’Angelo is non‑independent and served as both Chairman and CEO through December 2024; continued board leadership without committee roles may limit independent oversight and challenge pay governance rigor .
- Compensation design concerns: The Compensation Committee’s stated policy to exclude profitability and stock price in executive pay, coupled with CEO‑delegated officer compensation setting and subjective criteria, raises alignment risks; pay‑versus‑performance disclosure shows negative correlation with TSR .
- Related party exposure: December 2024 capital raises via AFIOS Partners (a related party) and contemporaneous board reconstitution adding AFIOS‑linked directors represent potential conflicts and influence risks; D’Angelo, as Chair, publicly supported these changes .
- Insurance & protection: Company states it does not currently maintain D&O insurance—a significant protection gap for directors and shareholders, increasing risk if governance failures or litigation occur .
- Equity incentives & repricing history: Prior path to option repricing considered (2023 proxy) to restore option value for insiders—often viewed as shareholder‑unfriendly absent strict conditions, and a governance red flag .
- Attendance & engagement: Baseline attendance (≥75%) achieved in 2024; independent director executive sessions at least twice annually support some independent oversight .
RED FLAGS
- Non‑independent Chair with recent CEO tenure, coupled with subjective compensation design and CEO‑delegated pay setting .
- Related‑party financing and board changes tied to AFIOS; Audit Chair’s leadership at AFIOS‑affiliated entity .
- No D&O insurance currently maintained .
- Option repricing approach discussed historically .
Mitigants/Offsets
- Standing independent committee chairs (Audit, Compensation, Nominating & Governance) and executive sessions provide some independent guardrails .
- Director compensation program with structured retainers and option grants; annual limits for non‑employee directors in 2025 Plan .
Director Compensation Program (Structure Reference)
| Role | Cash Retainer ($/yr) | Equity (Options) | Notes |
|---|---|---|---|
| Non‑employee Director | 15,000 | 10,000 options annually | 2024 term for independent directors who resigned by Dec 13, 2024; options priced at quarter‑end avg FMV; vested/exercisable through expiration |
| Board Chair (non‑employee) | +15,000 | +10,000 options | Incremental to base director retainer |
| Committee Chair (Audit/Comp/Nom‑Gov) | +10,000 | +10,000 options | Per committee chaired |
| Committee Member (non‑chair) | +7,500 | +7,500 options | Per committee membership |
Say‑on‑Pay & Shareholder Feedback
- Advisory say‑on‑pay proposal presented annually; rationale emphasizes incentivizing achievement of defined corporate goals; next scheduled say‑on‑pay vote in 2026 absent policy change .
Employment & Contracts: Key Terms (Executive Period)
- Change‑of‑control: No CIC benefits provided in employment agreements .
- Clawback: No clawback policy adopted; may implement per Dodd‑Frank requirements .
- Perquisites: No special executive perquisites disclosed; standard benefits only .
Related Party Transactions
| Date | Counterparty | Terms | Exposure |
|---|---|---|---|
| Dec 16, 2024 | AFIOS Partners 6 & 7 (related party) | AFIOS 6: 1.2M shares for $1.0M; 1.2M 5‑yr warrants @ $0.90; 1.8M 5‑yr warrants @ $1.20. AFIOS 7: up to 4.0M shares for $4.0M; proportional warrants (4.0M @ $0.90; 6.0M @ $1.20); overallotment to $5.0M with Co. approval. As of 12/31/24, 2.7M warrants @ $0.90 and 4.05M @ $1.20 issued | Related party financing; board composition changes contemporaneously |
Director Compensation (Actuals, 2024)
| Name | Fees Earned in Cash ($) | Fees Earned in RSUs ($) | Total ($) |
|---|---|---|---|
| Luke D’Angelo | 0 | 0 | 0 |
Pay Versus Performance (PEO reference)
| Year | CEO Total Comp ($) | CEO Comp Actually Paid ($) | TSR (Value of $100) | Net Income (Loss) (millions $) |
|---|---|---|---|---|
| 2024 | 993,375 | 641,500 | 73.86 | (8.93) |
| 2023 | 585,368 | 585,368 | 16.03 | (18.50) |
| 2022 | 475,658 | 475,658 | 78.49 | (16.20) |
CEO compensation figures pertain to D’Angelo’s executive tenure and inform alignment signals relevant to his board role.
Equity Awards Outstanding (Executive Reference at 12/31/2024)
| Name | Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| Luke D’Angelo | July 3, 2025 | 625,000 | 276,250 |
Final Implications for Investors
- Concentration of influence and non‑independence at the Chair level, together with subjective compensation governance, warrants caution on board effectiveness and pay alignment .
- The December 2024 related‑party financing and board changes linked to AFIOS require heightened monitoring of conflicts, audit oversight, and minority shareholder protections .
- Absence of D&O insurance materially elevates governance risk exposure for the company and its directors .
- Attendance and independent committee structures are positive but may be insufficient mitigants given the above signals .