Thomas DeRosa
About Thomas DeRosa
Thomas DeRosa is AppTech Payments Corp.’s Interim Chief Executive Officer, appointed December 24, 2024; age 61. He previously served as Executive Director of Product & Project Management since August 2023 and has “over 40 years of experience” leading technology teams and business turnarounds; he has signed 2025 10-K/10-Q CEO certifications . Company performance entering his tenure included a 2024 operating loss of $8.8 million, improved from a $18.5 million loss in 2023; the company’s pay-versus-performance TSR indicator moved from 16.03 (2023) to 73.86 (2024) and net loss improved from $18.50 million (2023) to $8.93 million (2024) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($USD Millions) | (16.20) | (18.50) | (8.93) |
| TSR Value of $100 Investment | 78.49 | 16.03 | 73.86 |
| Operating Loss ($USD Millions) | — | (18.5) | (8.8) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AppTech Payments Corp. | Interim Chief Executive Officer | Dec 24, 2024 – present | Led organizational changes, fundraising, and filings; signed CEO certifications; prioritized revenue-focused client pipeline . |
| AppTech Payments Corp. | Executive Director of Product & Project Management | Aug 2023 – Dec 2024 | Drove acquisitions, team restructuring, and operational alignment; positioned platform launches . |
External Roles
No external directorships or roles disclosed for Thomas DeRosa in company filings reviewed .
Fixed Compensation
- No specific salary, target bonus, or cash compensation terms for Thomas DeRosa were disclosed in the appointment 8-K or the 2025 proxy’s executive compensation section (which focused on other NEOs). The 8-K announcing his appointment provides biography only ; the proxy’s Summary Compensation Table lists Luke D’Angelo, Virgilio Llapitan, and MeiLin “Julia” Yu as NEOs for 2024/2023, not DeRosa .
- Compensation governance policy: the Compensation Committee stated “neither the profitability of AppTech nor the market value of its stock is to be considered” in executive compensation; the Committee “has delegated to Mr. DeRosa the responsibility for setting the officers’ compensation” . This indicates high discretion for the CEO over officer pay.
| Fixed Pay Element | 2024/2025 Disclosure | Notes |
|---|---|---|
| Base Salary | Not disclosed for DeRosa | Appointment 8-K lacks offer terms; proxy lists other NEOs. |
| Target Bonus % | Not disclosed for DeRosa | No DeRosa-specific targets disclosed. |
| Actual Bonus Paid | Not disclosed for DeRosa | NEO cash/non-equity bonuses disclosed for others only. |
| Director Fees | N/A | DeRosa is not disclosed as a director in 2025 proxy . |
Performance Compensation
- Equity incentive architecture: AppTech’s 2025 Equity Incentive Plan authorizes options, RSUs, SARs, stock bonuses, and performance awards with performance criteria that may include revenue growth, margins, EBITDA, TSR, cash flow, ROA/ROE, client retention, and strategic milestones; awards have up to 10-year terms, minimum grant fair-value pricing, and can be accelerated/adjusted upon change-in-control per Committee discretion .
- Company-level policy: executive compensation is not explicitly tied to profitability or stock price; stock options are used to align executives with long-term value creation .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Plan-defined performance criteria (e.g., revenue growth, EBITDA, TSR, cash flow) | Not specified; set per award | Set per individual award | Not disclosed for DeRosa | Not disclosed for DeRosa | Option/SAR maximum 10-year term; vesting per award; acceleration possible on events . |
Equity Ownership & Alignment
| Item | Disclosure | Detail |
|---|---|---|
| Beneficial ownership (shares, % outstanding) | Not disclosed for DeRosa | 2025 proxy lists beneficial ownership for directors and certain NEOs; DeRosa not listed in those tables as of March 31, 2025 . |
| Vested vs. unvested equity | Not disclosed for DeRosa | Outstanding award tables cover other executives; no DeRosa-specific entries . |
| Options exercisable/unexercisable | Not disclosed for DeRosa | No DeRosa-specific option table entries . |
| Shares pledged as collateral | No disclosure | No pledging disclosures identified for DeRosa. Company insider policy broadly prohibits hedging transactions . |
| Stock ownership guidelines | No disclosure | No executive ownership multiple-of-salary guidelines disclosed . |
| Hedging/10b5-1 plans | Company prohibits hedging; 10b5-1 allowed with controls | Insider Trading Policy prohibits hedging instruments; as of record date, no named executive officer had a trading plan in place . |
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Employment agreement | Not disclosed for DeRosa | Appointment 8-K does not include offer letter terms . |
| At-will status | Company-wide NEO agreements “at will” | Proxy states NEO agreements are at-will . |
| Severance provisions | None for NEOs | Proxy states NEO employment agreements do not provide severance benefits . |
| Change-of-control benefits | None for NEOs | Proxy states no CoC benefits for NEOs; the equity plan permits award adjustments/accelerations under certain events . |
| Clawback provisions | Not adopted yet | Company notes no clawback policy adopted, may implement per Dodd-Frank . |
| Perquisites | None special | No special perquisites provided to executive officers at this time . |
| Non-compete / non-solicit | Not disclosed | No specific restrictive covenant details disclosed for DeRosa. |
Performance & Track Record
| Event | Date/Period | Detail |
|---|---|---|
| Appointed Interim CEO | Dec 24, 2024 | Board appointed DeRosa; biography provided . |
| Filed 2024 10-K | Mar 31, 2025 | DeRosa signed CEO certification . |
| Q1 2025 10-Q filed | May 14, 2025 | DeRosa signed CEO certification . |
| Q2 2025 10-Q filed | Aug 14, 2025 | DeRosa signed CEO certification . |
| Q3 2025 10-Q filed | Nov 13, 2025 | DeRosa signed CEO certification . |
| Organizational changes and 2024 results | Q4 2024 / Mar 7, 2025 PR | 2024 operating loss improved to $8.8m; new investor group committed $5m; Board voting control changed; CEO/CFO replaced . |
| Product strategy statements | Apr 22, 2025 PR | DeRosa announced CoreBanking integrated with FINZEO; projected initial revenue and scaling plan . |
| Nasdaq listing status | Feb–May 2025 | Panel granted continued Nasdaq listing subject to conditions; Company delisted to OTCQB on May 20, 2025; DeRosa commented on revenue focus . |
Board Governance
- DeRosa is appointed as a proxy holder for the 2025 annual meeting alongside the Corporate Secretary, consistent with his Interim CEO role; he is not listed as a director in the proxy’s director tables .
Compensation Structure Analysis
- Shift and discretion: The Compensation Committee delegated to DeRosa the responsibility for setting officer compensation, and stated neither profitability nor stock market value should be considered; equity (options) remains a central component of pay, aligning incentives with long-term share price increases while keeping payouts less sensitive to short-term TSR .
- Equity plan refresh: The 2025 Equity Incentive Plan replaced prior plans, authorized additional shares and broad performance criteria, and allows acceleration/adjustments upon corporate events; annual value cap for non-employee directors is $750,000 .
Related Party Transactions
- AFIOS-related financing: On December 16, 2024, AppTech executed two share purchase agreements with AFIOS Partners, a related party; details include share sales and warrant issuances, with substantial warrant coverage and potential for further funding, and AFIOS-related board/committee participation in late 2024/2025 .
Risk Indicators & Red Flags
- Listing risk: Nasdaq non-compliance led to OTCQB quotation on May 20, 2025; this can affect liquidity, executive equity monetization, and investor base .
- Governance shift: New investor group obtained voting control of the Board and replaced CEO/CFO in Q4 2024; such transitions can alter compensation and strategic priorities .
- Compensation oversight: High CEO discretion in setting officer compensation, coupled with policies not tied to profitability or stock price, raises pay-for-performance alignment questions .
- Clawback absence: No clawback policy yet adopted; shareholders may view this as governance lag relative to evolving best practices .
Say-on-Pay & Shareholder Feedback
- 2025 proxy sought advisory approval of NEO compensation and recommended annual frequency; proposals included approval of the 2025 equity plan .
Expertise & Qualifications
- DeRosa’s disclosed expertise centers on building and leading technology teams, product launches, turnarounds, and business transformations; company statements highlight acquisition integration and operational realignment .
Work History & Career Trajectory
- AppTech roles since 2023; prior roles summarized at a high level in the 8-K appointment biography; no detailed employer list provided in filings reviewed .
Compensation Committee Analysis
- Committee composition changed in December 2024; current members include Albert L. Lord (Chair), Thomas J. Kozlowski, Jr., and Calvin D. Walsh; independent status noted; responsibilities include CEO goal-setting and approving equity grants .
Investment Implications
- Alignment and transparency: Lack of disclosed DeRosa-specific compensation, equity holdings, and severance terms reduces transparency into pay-for-performance and retention risk. CEO discretion over officer pay alongside a plan with broad metrics but no explicit profitability/stock price linkage may dilute alignment unless award design is rigorous .
- Execution vs. governance: Operational restructuring and product launch claims under DeRosa are promising, but the delisting to OTCQB, prior losses, and governance shifts heighten execution risk and capital market constraints; monitor subsequent filings for realized revenue vs. projections and any equity award grants to DeRosa .
- Trading signals: Insider policy prohibits hedging; as of the proxy record date, no NEO had a 10b5-1 plan, suggesting limited pre-arranged selling activity at that time. Watch for Form 4s post-OTC transition and any award accelerations or plan amendments following change-in-control or financing events .
Note: Where DeRosa-specific figures are not disclosed, company-level policies and plan features are cited. Future proxies/8‑Ks may provide his compensation and ownership details.