Thomas Kozlowski Jr.
About Thomas J. Kozlowski, Jr.
Independent director (Class I) appointed December 13, 2024; age 74. President of AFIOS, Inc. (founded 2005); over three decades in family office wealth management; founded Merrill Lynch’s Family Office Group in 1993; prior roles include CFO & Acting President at a Forbes 400 family office and Senior VP & Treasurer of a private merchant bank. Education: accounting and law degrees from Georgetown University; MBA from George Washington University; credentials: CPA, CMA, member of the Virginia and D.C. Bars .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AFIOS, Inc. | President; founder | 2005–present | Independent private wealth advisory; multi-family office expertise |
| Forbes 400 Family Office | CFO & Acting President | Not disclosed | Oversight of a large private family office |
| Private Merchant Bank | Senior VP & Treasurer | Not disclosed | Controlled positions in public/private companies |
| Merrill Lynch | Founder, Family Office Group | 1993 | Established dedicated family office practice |
External Roles
- Professional licenses: CPA, CMA; bars of VA and D.C. .
- No other public company directorships disclosed .
Board Governance
- Director class/term: Class I nominee; term to 2027 subject to election; originally appointed December 2024 .
- Independence: Board determined all directors except Luke D’Angelo and Virgilio Llapitan are independent under Nasdaq/SEC rules; Kozlowski is independent .
- Committee assignments (effective Dec 30, 2024): Audit Committee Chair; member of Compensation and Corporate Governance & Nominating Committees .
- Committee meeting frequency (2024): Audit (2), Compensation (2), Nominating (2) .
- Board meetings/attendance (2024): 6 meetings; each incumbent member attended ≥75% of Board and committee meetings during their service period; all directors attended the last annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice per year .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $15,000 | 2024 program |
| Audit Committee Chair cash retainer | $10,000 | Additional |
| Compensation Committee Chair cash retainer | $10,000 | Not applicable to Kozlowski (member) |
| Nominating Committee Chair cash retainer | $10,000 | Not applicable to Kozlowski (member) |
| Non-chair committee member cash retainer | $7,500 per committee | Applies to Compensation, Nominating |
- 2024 director compensation table shows option-based pay for prior independent directors; Kozlowski joined late 2024, so his specific FY2024 director cash amounts are not detailed in that table .
- On appointment (Dec 2024), committee assignments and final compensation package were pending disclosure; subsequent proxy defines program terms .
Performance Compensation
| Equity Component | Quantity | Terms |
|---|---|---|
| Annual stock options (non-employee directors) | 10,000 options | Vested quarterly; exercisable through expiration; exercise price equals average fair market value at quarter-end; under latest equity plan terms |
| Audit Chair options | 10,000 options | Additional to base |
| Non-chair committee member options | 7,500 options per committee | Additional; applies to Compensation and Nominating |
| Award mechanics | — | FY2024 used stock options (not RSUs); grant-date fair value under ASC 718; Black-Scholes valuation |
Performance metrics framework (2025 Equity Incentive Plan – available to directors where applicable):
| Metric Category | Examples (Plan-defined) |
|---|---|
| Earnings/Profit | Net income; EPS; operating profit; EBITDA (pre/post tax) |
| Growth/Revenue | Revenue growth; gross profit growth; margins |
| Returns | ROA; ROIC; ROE; cash flow return on capital |
| Cash Flow | Operating cash flow; free cash flow; net cash from ops |
| Market/TSR | Share price growth; total shareholder return |
| Efficiency | Expense targets; productivity; operating efficiencies |
| Customers | Satisfaction; customer growth; retention |
| Working Capital | WC targets; inventory control |
| Capital/Leverage | Financing transactions; debt levels; net debt |
| Strategic | Partnerships; timely product rollouts; new facility launches |
Change-in-control and adjustments: Plan permits equitable adjustments, accelerated vesting, alternate consideration on corporate transactions; detailed CIC definition and potential acceleration features .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No public board interlocks disclosed . |
Expertise & Qualifications
- Family office and private merchant banking; high-net-worth advisory since 1985 .
- Legal, accounting, and finance training (Georgetown: accounting/law; GWU: MBA); CPA and CMA .
- Audit committee leadership and financial literacy aligned with committee responsibilities .
Equity Ownership
| Holder/Entity | Shares | Options (vested) | Warrants | Notes/Percent |
|---|---|---|---|---|
| Thomas J. Kozlowski, Jr. (direct) | 403,233 | 550,000 | 530,310 | Part of total beneficial ownership: 2,905,752 shares; 8.23% |
| Thomas J. Kozlowski, Jr. Roth IRA | 205,263 | — | 250,000 | Voting and dispositive control |
| Timber Ridge Ventures, LLC | 318,946 | — | 625,000 | Voting and dispositive control |
| Thomas J. Kozlowski, Jr. IRA | 23,000 | — | — | Voting and dispositive control |
| Total beneficial ownership (aggregate) | 2,905,752 | 550,000 | 1,405,310 | 8.23% of common shares |
- Shares outstanding (record date): 33,283,329; Series A preferred: 14 shares; percent calculations per proxy tables .
- Pledging/Hedging: Insider trading policy prohibits hedging transactions; no disclosure of pledged shares for Kozlowski .
- Warrants related to AFIOS financings carry 5-year terms, exercisable at $0.90 and $1.20 (issue date Dec 13, 2024); AFIOS warrant forms allow pledging; these were issued to AFIOS entities he signed for as purchaser .
Governance Assessment
- Strengths: Independent status; deep financial and legal expertise; chairs Audit Committee; board holds executive sessions of independent directors; committees staffed with independent directors .
- Alignment: Significant beneficial ownership (8.23%) via direct and controlled entities; substantial options/warrants exposure aligns incentives with equity value .
- RED FLAG – Related-party financing: On Dec 16, 2024, AppTech executed two Share Purchase Agreements with AFIOS Partners (a related party), issuing restricted shares and a large package of 5-year warrants; AFIOS signatures are “Tom Kozlowski,” indicating his control; transactions occurred days after his appointment (Dec 13, 2024). Audit committee (which he chairs from Dec 30, 2024) is responsible for reviewing related-person transactions—heightened conflict-of-interest risk and need for recusals/independent review .
- Process/control considerations: 2025 proxy confirms Audit’s role in related-party review; director indemnification in place; D&O insurance not maintained; increases personal exposure of directors and emphasizes need for robust controls .
- Attendance/engagement: Board met 6 times in 2024; proxy attests incumbent directors met ≥75% attendance; Kozlowski’s late-year appointment limits individual attendance visibility—monitor 2025 attendance for continued engagement .
- Compensation governance: Compensation Committee is independent and oversees director compensation, policies, and equity grants; annual director limits under 2025 plan set at $750,000 including cash—moderates excessive awards risk .
Related-Party Transactions (Conflict Review)
- AFIOS 6 SPA: 1,200,000 restricted shares for $1,000,000; 1,200,000 warrants @ $0.90; 1,800,000 warrants @ $1.20 issued at closing; purchaser executed by “Tom Kozlowski” .
- AFIOS 7 SPA: Up to 4,000,000 shares for up to $4,000,000 (with $1,500,000 funded Dec 13, 2024); proportional warrants (4,000,000 @ $0.90; 6,000,000 @ $1.20); over-allotment option to $5,000,000; purchaser executed by “Tom Kozlowski” .
- Company disclosure labels AFIOS as a related party; audit committee must oversee related-person transactions; independence assertions require documented recusals and third-party validation to mitigate governance risk .
Director Compensation (Program Detail and Mix)
| Year | Cash Fees | Equity (Type) | Notes |
|---|---|---|---|
| 2024 (program terms) | Base $15,000; committee chair/member additional cash as per role | Stock options with quarterly vesting; exercise price = average FMV at quarter-end | ASC 718 fair value; options used instead of RSUs in 2024 |
| 2025 plan framework | Annual director limit $750,000 (cash + equity) | Options, RSUs, SARs, restricted stock, stock bonuses, performance awards | Admin by Compensation Committee; broad performance criteria |
Say-on-Pay & Shareholder Feedback
- Advisory votes scheduled at 2025 annual meeting (say-on-pay; say-on-frequency—Board recommends annual) .
Compensation Committee Analysis
- Composition (post-Dec 30, 2024): Independent directors; chair Albert L. Lord; members include Kozlowski; responsibilities include director pay, equity policies, and use/oversight of compensation advisors (no specific consultant named) .
Equity Ownership Guidelines and Trading Policy
- Insider Trading Policy: Prohibits hedging transactions; allows 10b5-1 plans; as of record date, no named executive officer had a trading plan; policy applies to directors and restricts hedging/offsetting instruments .
Governance Implications for Investors
- Positive: Audit chair with strong financial/legal credentials; significant personal capital at risk via equity, options, and warrants; independent committee structure; executive sessions enhance oversight .
- Caution: AFIOS financings create material related-party exposure shortly after appointment; ongoing audit chair role necessitates rigorous conflicts management (recusals, independent reviews, disclosure) to maintain investor confidence .
- Monitoring: Verify 2025 attendance and committee activity; track any additional related-person deals; observe director equity grants under the 2025 plan and adherence to annual director limit .