Wayne R. Walker
AYROAbout Wayne R. Walker
Independent director of AYRO since December 2020 (age 65). He is an attorney and governance specialist with 35+ years of experience in corporate governance, turnaround, restructuring and bankruptcy; founder and president (since 1998) of Walker Nell Partners, Inc.; previously Senior Counsel in DuPont’s Securities and Bankruptcy group within the Corporate Secretary’s office for 15 years. Education: JD (Catholic University) and BA (Loyola University New Orleans); licensed by the State Bar of Georgia; member of ABA, American Bankruptcy Institute, and Turnaround Management Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont Company (Corporate Secretary’s Office) | Senior Counsel, Securities & Bankruptcy | ~15 years (pre-1998) | Legal counsel in corporate governance and insolvency matters |
| BridgeStreet Worldwide, Inc. | Chairman of the Board | 2013–2014 | Led board of global provider of extended corporate housing |
| Last Call Operating Companies | Chairman of the Board | 2016–2018 | Oversight of national restaurant owner |
| National Philanthropic Trust | Chairman, Board of Trustees | 2013–2020 | Governance leadership at public charity |
| City of Philadelphia Board of Education | Vice President | 2018–2020 | Public-sector board leadership |
| Seaborne Airlines, Green Flash Brewery, Eagleville Hospital & Foundation | Director | Various | Board service (non-public) |
External Roles
| Company | Exchange/Ticker | Role | Committees (Chair roles) | Tenure |
|---|---|---|---|---|
| Wrap Technologies, Inc. | NASDAQ: WRAP | Director | Chair: Nominating & Governance; Chair: Compensation | 2018–present |
| Petros Pharmaceuticals, Inc. | NASDAQ: PTPI | Director | Chair: Nominating & Governance | 2020–present |
| Pitcairn Company | Private | Director | Chair: Compensation Committee | 2018–present |
Board Governance
- Independence: The Board determined Walker is independent under Nasdaq Listing Rules (no material relationships impeding independent judgment) .
- Committee assignments: As of April 21, 2025, Walker is not listed on AYRO’s Audit, Compensation & Human Resources, or Nominating & Corporate Governance committees .
- Meetings and attendance: Board held 10 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served; none of the directors attended the 2024 annual meeting of stockholders .
| Governance Item | Detail |
|---|---|
| Independence status | Independent (Nasdaq Rules) |
| AYRO Audit Committee | Not a member |
| AYRO Compensation & Human Resources Committee | Not a member |
| AYRO Nominating & Corporate Governance Committee | Not a member |
| 2024 Board meetings | 10 |
| 2024 attendance (Board + committees) | ≥75% (each director) |
| 2024 annual meeting attendance | None of directors attended |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Cash ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 47,250 | 0 (not a chair) | – | 47,250 |
| Board-approved structure (effective 2/1/2023) | Non-employee director retainer: 47,250; Chair fees: Audit 12,500; Compensation 11,500; Nominating 8,000 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Price or Fair Value | Vesting | 2024 Value Recognized |
|---|---|---|---|---|---|
| Restricted Stock (Director grant) | Dec 2, 2024 | 138,980 | $0.76 per share | Vests immediately on grant | $102,845 (grant-date fair value) |
| Options | — | — | — | — | Not disclosed for directors in 2024 |
No director performance metrics (e.g., TSR, EBITDA) tied to Walker’s compensation are disclosed; equity awards vest immediately rather than subject to performance conditions .
Other Directorships & Interlocks
| Company | Sector/Overview | Potential Conflict with AYRO |
|---|---|---|
| Wrap Technologies (WRAP) | Policing technology | No related-party transactions with AYRO disclosed |
| Petros Pharmaceuticals (PTPI) | Men’s health pharma | No related-party transactions with AYRO disclosed |
| Pitcairn Company | Wealth management (private) | No related-party transactions with AYRO disclosed |
The proxy states no director (including Walker) participated in transactions requiring disclosure under Item 404(a) of Regulation S-K, except as otherwise described (none for directors) .
Expertise & Qualifications
- Corporate governance, turnaround, restructuring, bankruptcy domain expertise; founder of consulting firm focused on these areas .
- Legal credentials (JD; licensed attorney in Georgia) with deep corporate governance/insolvency experience from DuPont .
- Extensive board leadership (chairs multiple committees externally), indicating committee governance capability .
Equity Ownership
| Holder | Common Shares Owned | RSUs/Restricted Shares (Vested/Settled) | Total Beneficial Ownership | % of Class | Shares Outstanding (Record Date) |
|---|---|---|---|---|---|
| Wayne R. Walker | 7,842 | 14,083 (vested RSUs, settled in common) | 21,925 | <1% (asterisked) | 8,541,466 |
Insider policy prohibits hedging, short sales, options trading, margining or pledging Company securities without CFO approval; Section 16 filings were timely for 2024 (exception noted for a CFO, not directors) .
Governance Assessment
- Independence and lack of related-party exposure: Independent under Nasdaq rules; no Item 404 related-party transactions disclosed — positive for investor confidence .
- Committee involvement: Not assigned to any AYRO standing committees as of April 21, 2025; limits direct oversight role at AYRO despite strong external committee experience — monitor for future committee assignments .
- Attendance: Met ≥75% meeting participation but missed the 2024 annual meeting alongside all directors — RED FLAG for shareholder engagement optics, though not a violation of policy .
- Compensation mix: Cash retainer ($47,250) plus immediate-vesting restricted stock; equity aligns interests but immediate vesting reduces performance linkage — neutral to slight caution on long-term alignment .
- Insider trading and pledging controls: Policy restricts hedging/pledging without approval — mitigates alignment risks; no Section 16 delinquencies noted for directors .
Overall: Walker brings substantial governance and restructuring expertise and chairs key committees at other public companies, but his absence from AYRO’s committees and the Board’s non-attendance at the annual meeting are signals to watch for board effectiveness and shareholder engagement .