Wes Cummins
About Wes Cummins
Wesley (Wes) Cummins, age 47, is CEO and Chairman of APLD and has served as a director since 2007-2020 and from March 2021 to present; prior roles include President of B. Riley & Co. (2002-2011), analyst at Nokomis Capital (2012-2020), and founder/CEO of 272 Capital (sold to B. Riley in 2021; served as President of B. Riley Asset Management until February 2024) . Over FY2023–FY2025, APLD’s TSR rose from 173 to 417 in the “$100 initial investment” framework while net income remained negative, reflecting high-growth reinvestment and scaling; Pay vs Performance disclosures show TSR of 173 (FY2023), 220 (FY2024), 417 (FY2025) and net loss of $(44.6)mm, $(149.3)mm, $(233.7)mm, respectively . Revenues increased to $144.2mm in FY2025 from $136.6mm in FY2024, while EBITDA was $57.6mm* in FY2025 vs $64.3mm* in FY2024 (context for pay-for-performance) [GetFinancials].
*Values with asterisk retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B. Riley & Co. | President | 2002–2011 | Led investment bank, capital markets execution |
| Nokomis Capital | Analyst | 2012–2020 | Technology-focused public investing; research-driven capital allocation |
| 272 Capital LP | Founder & CEO (sold to B. Riley 2021) | 2020–2021+ | Launched tech-focused RIA; sale expanded platform reach |
| B. Riley Asset Management | President | 2021–Feb 2024 | Post-transaction leadership; resigned Feb 5, 2024 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sequans Communications (NYSE: SQNS) | Director | Current | Committee service at SQNS noted; tech/semis exposure |
| Vishay Precision Group (NYSE: VPG) | Director | 2017–Jun 2024 | Ended service in 2024 |
| Telenav (NASDAQ: TNAV) | Director | 2016–2021 | Consumer tech/auto nav exposure |
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| FY2025 | $706,251 (rate moved to $750,000 from Nov 1, 2024; includes $62,500 true-up) | 100% of salary (max 200%) per 10/10/24 agreement | $1,500,000 | Agreement term to Oct 10, 2027 with auto-renew |
| FY2024 | $600,000 | (prior plan allowed up to 100% discretionary) | $600,000 | — |
Performance Compensation
| Instrument | Grant Date(s) | Shares/Value | Vesting/Performance | Payout Mechanics |
|---|---|---|---|---|
| RSUs | 4/4/2023 | 400,000 (part of prior awards) | 100,000 on 10/4/2024; 100,000 on 4/4/2025; 100,000 on 10/4/2025; 100,000 on 4/4/2026 | One-for-one share delivery; share withholding for taxes per Forms 4 (e.g., 10/4/2025 vest) |
| RSUs | 10/10/2024 | 600,000 | 200,000 on 10/10/2025; 100,000 on 4/10/2026; 100,000 on 10/10/2026; 100,000 on 4/10/2027; 100,000 on 10/10/2027 | Time-based vesting; standard tax withholding |
| PSUs (2026–2028 cycles) | 11/15/2024 and 3/27/2025 | 1,600,000 + 1,600,000 (two tranches) | Earnable over FY2026–FY2028 upon “certain performance criteria” (metrics detailed in award agreements/8-Ks) | Vest upon certified achievement; unearned forfeited; full vest upon CoC before 12/31/2027 with service |
Notes:
- Company disclosed that certain 2022 PSU awards were canceled in Aug 2024; new PSU program moved under 2024 Incentive Plan .
- The proxy references 8-Ks (Jan 8, 2025 and Apr 17, 2025) for PSU metrics; detailed metric weightings/targets were not included in the proxy text .
Equity Ownership & Alignment
| Holder | Beneficial Ownership | % Outstanding | Structure/Notes |
|---|---|---|---|
| Wes Cummins | 21,876,070 shares | 7.5% | Includes: Cummins Family Ltd 17,590,238; direct incl. IRA 2,659,379; 272 Capital LP 1,626,453 |
| Policy Alignment | — | — | Company prohibits hedging and pledging of Company securities (officers/directors/employees and related persons) |
| Vested vs. Unvested (5/31/2025) | — | — | Unvested RSUs: 83,334 (8/5/22 grant); 200,000 due 10/4/25; staged through 4/4/26 . PSUs (2026-2028): tranches totaling 3.2mm potential units across 11/15/24 and 3/27/25 grants |
Insider transactions and selling pressure (recent examples):
- 10/04/2025: RSU vest; 39,350 shares withheld for taxes; no open-market sale disclosed .
- 06/18/2024: Form 4 indicates loss of discretionary voting authority over 404,233 shares held via a subadvisory arrangement; not an open-market sale .
- 09/03/2025: A third-party aggregation reflects an open-market sale of 400,000 shares at ~$15.26 (verify against EDGAR for trade details) .
Employment Terms
| Element | Key Terms |
|---|---|
| Agreement | Executive Employment Agreement effective Oct 10, 2024; term to Oct 10, 2027 with auto 1-year renewals |
| Base/Bonus | Base $750,000; target bonus 100% of salary (max 200%) |
| Severance (no CoC) | 18 months’ base (salary continuation) + 100% of annual bonus for year of termination (actual or target, per determination timing) + 50% acceleration of unvested equity; COBRA up to 18 months; option/SAR post-termination exercise extended to original expiry |
| Severance (CoC Termination) | 30 months’ base (lump sum) + 250% of annual bonus (or 200% of target if actual determinable below target) + 100% acceleration of unvested equity (at greater of target or actual if determinable) |
| Restrictive Covenants | Non-compete and non-solicit during employment and for 18 months post-termination; perpetual confidentiality; non-disparagement; IP assignment |
Board Governance
- Roles/structure: Cummins is CEO and Chair; Board has Lead Independent Director (Douglas Miller) to mitigate dual-role conflicts .
- Independence: 5 of 6 nominees are independent .
- Committees:
- Audit (Chair: Miller; Members: Hastings, Nottenburg)
- Compensation (Chair: Nottenburg; Members: Lee, Miller)
- Nominating & Corporate Governance (Chair: Benson; Members: Lee, Nottenburg, Hastings)
- Meetings/attendance: Board met 23 times in FY2025; each director attended at least 75% of meetings and committee meetings .
- Anti-hedging/pledging policy applies to officers/directors/employees and related persons .
- Clawback: Dodd-Frank-compliant clawback policy adopted in 2023; applies to cash and equity incentive compensation upon a restatement .
Director Compensation (for governance quality)
| Component | FY2025 Rates |
|---|---|
| Cash retainers | Base $40,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $12,000; Nominating Member $6,000; Lead Independent $25,000 |
| Equity retainer | $240,000 in restricted stock at each annual meeting; vests in one year |
Say-on-Pay: At the 2024 Annual Meeting, 97% of votes cast supported executive compensation; 2025 proposal was put forward again (result not shown in proxy excerpt) .
Company Performance Context (Pay vs. Results)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenues ($) | 136,618,000 [GetFinancials] | 144,193,000 [GetFinancials] |
| EBITDA ($) | 64,305,000* [GetFinancials] | 57,622,000* [GetFinancials] |
*Values retrieved from S&P Global.
Additional Pay vs Performance indicators: TSR value of initial fixed $100 investment: $220 (FY2024) to $417 (FY2025); Net income (loss): $(149.3)mm (FY2024) to $(233.7)mm (FY2025) .
Compensation Structure Analysis
- Mix shift and size: FY2025 total comp of $27.7mm reflects significant equity awards ($25.46mm grant-date value), anchored by multi-year PSUs tied to 2026–2028 outcomes and time-based RSUs—aligning value realization with long-term performance and service .
- Metric rigor/visibility: Detailed PSU metrics/weightings were incorporated by reference to 8-Ks; the proxy notes “certain performance criteria” without metric/weight disclosure in the proxy text, limiting visibility for external benchmarking .
- Program repair/reset: 2022 PSU awards were canceled in Aug 2024 and reconstituted under the 2024 Plan, signaling design recalibration during the AI/HPC pivot .
- Governance guardrails: No hedging/pledging; Dodd-Frank clawback in place; independent comp consultant (Compensia) advising the committee .
Related Party Transactions (governance risk scan)
- Prior financing and services with B. Riley affiliates (fully repaid by May 31, 2024) .
- AI Bridge Loan (2024) converted to common stock; relationships include investor/clients tied to B. Riley Asset Management; Cummins resigned BRAM post-sale in Feb 2024 .
- Payments to an entity whose chairman is a Board member; family member employment costs noted; audit committee oversight for related parties .
Investment Implications
- Alignment: High equity mix (multi-year PSUs) and strict anti-hedging/pledging/clawback policies support alignment; sizable personal ownership (7.5%) further ties outcomes to shareholders .
- Retention/overhang: Large unvested RSU/PSU overhang with clear time/performance gates bolsters retention but adds potential dilution; 2024 Plan share pool expansion approved in 2025 .
- Execution risk vs. pay scale: FY2025 losses and capex-intensive AI factory buildout elevate execution risk; outsized 2025 equity awards demand delivery on CoreWeave leases and NOI targets to justify pay trajectory .
- Trading signals: Routine tax share withholdings on RSU vests; at least one reported open-market sale in Sept 2025 (~400k shares) could create episodic supply—monitor ongoing Form 4s for trend (verify via EDGAR) .
- Governance mitigants: Lead Independent Director, fully independent key committees, strong meeting cadence, and high say-on-pay support reduce dual-role concerns (CEO/Chair) .
Key takeaway: Cummins’ compensation is now heavily back-end loaded into 2026–2028 PSUs, with meaningful personal equity at risk and guardrail policies in place. The package is ambitious relative to current profitability and must be validated by AI factory execution and long-term lease monetization (e.g., CoreWeave), which, if met, should align realized pay with shareholder value creation **[1144879_0001493152-25-014495_formdef14a.htm:0]** **[1144879_0001493152-25-014495_formdef14a.htm:26]** **[1144879_0001493152-25-014495_formdef14a.htm:34]**.