Lawrence Waldman
About Lawrence J. Waldman
Lawrence J. Waldman, CPA, age 78, has served on APYX’s Board since March 2011 and is the Lead Independent Director and Audit Committee Chair, designated as the Board’s financial expert under SEC/Nasdaq rules . He brings 40+ years of public accounting experience, including senior roles at KPMG, Holtz Rubenstein Reminick, and EisnerAmper, and currently serves as a senior advisor to First Long Island Investors, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (Long Island office) | Managing Partner (began career at KPMG in 1972) | 1994–2006 | Led commercial audit practice development, extensive public company audit oversight |
| Holtz Rubenstein Reminick, LLP | Partner-in-Charge, Commercial Audit Practice Development | Jul 2006–Aug 2011 | Practice development leadership |
| EisnerAmper LLP | Advisor; previously Partner-in-Charge, Commercial Audit Practice Development (Long Island) | Sep 2011 onward (advisor period prior to May 2016) | Audit practice development leadership |
| State University of New York (SUNY) | Board of Trustees member; Chair of Audit Committee | Not specified | Public-sector audit governance leadership |
| Long Island Power Authority (LIPA) | Chairman, Board of Trustees; Chair/member, Finance & Audit Committee | Not specified | Oversight of finance/audit at large utility |
| First Long Island Investors, LLC | Senior Advisor | May 2016–present | Investment/wealth management advisory |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Comtech Telecommunications Corp. | Director (since Aug 2015); Audit Committee Chair (since Dec 2015); Lead Independent Director (since Dec 17, 2021) | 2015–present | Public company governance; audit leadership |
| CVD Equipment Corporation | Director (appointed Oct 2016; elected Dec 2016); Audit Chair; Lead Independent Director; Non‑Executive Chairman (since Jan 2021) | 2016–present | Public company governance; board leadership |
Board Governance
- Independence and leadership: The Board has four independent directors, including Waldman; he is the Lead Independent Director coordinating independent director activities, setting agendas with the Chair/CEO, chairing executive sessions, and engaging with the Compensation Committee on CEO performance .
- Committee assignments and structure (2024 activity):
- Audit Committee Chair and financial expert .
- Member: Governance & Nominating, Compensation, Regulatory Compliance .
- Executive sessions without management are a standing agenda item and held with all regularly scheduled Board meetings; Board also meets in executive session with/without the CEO .
- Attendance: All directors attended 100% of Board and committee meetings in 2024 .
| 2024 Meetings | Board | Audit | Governance & Nominating | Compensation | Regulatory Compliance |
|---|---|---|---|---|---|
| Number of meetings/actions by consent | 10 | 6 | 1 | 2 | 3 |
Fixed Compensation
| Component (Director Compensation) | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $99,750 | 2024 |
| Option Awards (grant-date fair value) | $13,581 | 2024 |
| Total | $113,331 | 2024 |
- Cash fee schedule (modified Dec 17, 2024, effective Oct 1, 2024) relevant to Waldman’s roles: Lead Independent Director $27,500/year; Audit Committee Chair $46,000/year .
- Prior base arrangement (Mar 15, 2022): Base annual cash $40,000; Lead Independent Director $15,000; Audit Chair $46,000; Committee member fees (Audit $7,500; Compensation $5,000; Governance $2,500; Regulatory Compliance $5,000) .
Signal: Board reduced aggregate cash compensation from ~$0.5M to ~$0.1M while increasing stock‑based compensation, reflecting cash preservation and equity alignment during restructuring .
Performance Compensation
| Equity Element | Grant Size | Vesting | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Annual director options (legacy) | 17,000 shares | Ratably over 1 year | Closing price on grant date | Not specified | Granted on date of annual meeting |
| Annual director options (modified) | 50,000 shares | Ratably over 1 year | Closing price on grant date | Not specified | Effective Oct 1, 2024; approved Dec 17, 2024 |
- No RSUs/PSUs or director performance metric-based equity disclosed; options used to align with stockholder value creation .
Other Directorships & Interlocks
| Company | Shared Relationships with APYX | Potential Interlock/Conflict |
|---|---|---|
| Comtech Telecommunications Corp.; CVD Equipment Corp. | None disclosed as customer/supplier to APYX | No related-party conflicts disclosed; Compensation Committee notes no interlocks/insider participation requiring disclosure |
Expertise & Qualifications
- CPA; designated SEC/Nasdaq financial expert; Audit Chair across multiple public companies .
- Deep public accounting leadership and risk management oversight, including managing partner responsibilities and audit committee leadership in public and public‑sector entities .
- APYX skills matrix highlights finance, risk management, corporate governance/ethics backgrounds across the Board; Waldman’s biography emphasizes accounting expertise .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares/options) | 200,401 total; includes 42,901 shares and 157,500 vested options | 243,538 total; includes 42,901 shares and 200,637 vested options |
| Ownership % of outstanding shares | 0.6% | 0.6% |
| Holding structure | 5,338 shares and all vested options held in a spousal lifetime access trust | 5,338 shares and all vested options held in a spousal lifetime access trust |
No pledging or hedging disclosures for Waldman; APYX maintains an insider trading policy within its Code of Ethics .
Governance Assessment
-
Strengths
- Lead Independent Director with clear authority and responsibilities; robust use of executive sessions enhances independent oversight .
- Audit Committee Chair and financial expert; signed 2024 Audit Committee Report recommending inclusion of audited financials in Form 10‑K, evidencing active oversight of reporting and auditor independence .
- 100% attendance across Board/committees in 2024; multi‑committee membership supports broad governance coverage .
- Long tenure (since 2011) and deep external public company audit leadership (Comtech; CVD) .
-
Alignment and Incentives
- Director pay mixes cash with equity options; 2024 option grant value $13,581 alongside cash fees $99,750, with program changes increasing annual option grants to 50,000 to strengthen equity linkage while reducing cash outlays .
-
Risks/Red Flags
- Section 16 compliance: APYX reported delinquent Form 4 filings for multiple directors including Waldman in the 2023 fiscal year; APYX reported timely filings for 2024 except one Form 3 for a different officer, indicating improvement but highlighting prior minor compliance lapses .
- Trust holding structure: vested options and a portion of shares held in a spousal lifetime access trust—no pledging disclosed, but ownership via trust merits monitoring for transparency .
-
Board Structure Signals
- Board reduced from eight to five members with four independent, indicative of streamlining during cost actions; Lead Independent and audit leadership maintained .
-
Say‑on‑Pay/Compensation Governance
- Advisory say‑on‑pay on NEO compensation recommended “FOR” and frequency “THREE YEARS,” consistent with smaller reporting company practices; Compensation Committee comprised solely of independent directors with no reportable interlocks .
Overall, Waldman’s audit leadership, independence, attendance, and expanded equity orientation support investor confidence; minor historical Section 16 timing issues are noted but appear remediated .