Wayne Linsley
About Wayne Linsley
Wayne Linsley (age 68) is an independent director of DatChat, Inc. and has served on the Board since August 2021; he is designated the Board’s audit committee financial expert and chairs all three standing committees (Audit, Compensation, and Nominating & Corporate Governance) . He brings over 40 years of business management experience, including leadership roles at CFO Oncall, Inc., and holds a Bachelor of Science in Business Administration from Siena College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CFO Oncall, Inc. | Independent Contractor | 2012–2014 | Provided outsourced financial reporting/controller services |
| CFO Oncall, Inc. | Vice President of Operations | 2014–Sep 2021 | Operations leadership for outsourced finance services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hoth Therapeutics, Inc. (NASDAQ: HOTH) | Director | Since Apr 2020 | Clinical-stage biopharma |
| Silo Pharma, Inc. (NASDAQ: SILO) | Director | Since Jan 2020 | Biopharma focused on therapeutics/psychedelic research |
Board Governance
- Independence: The Board determined Linsley is “independent” under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments: Audit (Chair), Compensation (Chair), Nominating & Corporate Governance (Chair); also designated “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Board leadership: CEO serves as Chairman; the Board has no Lead Independent Director and believes separation is not necessary given company size and independent director majority (four of five directors independent) .
- Attendance and engagement: In 2024, the Board met 3 times, the Audit Committee met 4 times, Compensation Committee 1 time, and Nominating & Corporate Governance Committee 1 time; no director attended fewer than 75% of the aggregate of Board and applicable committee meetings .
Fixed Compensation
Non-Employee Director Compensation (FY 2024)
| Director | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Wayne Linsley | 60,000 | 0 | 0 | 60,000 |
| Joseph Nelson | 36,000 | 0 | 0 | 36,000 |
| Carly Luogameno | 36,000 | 0 | 0 | 36,000 |
- Notes: No equity grants (stock or options) were issued to non-employee directors in 2024; amounts reflect grant-date fair value per ASC 718 where applicable .
Performance Compensation
- No performance-based director compensation disclosed for 2024 (no RSUs/PSUs/options awarded; no performance metrics tied to director pay) .
- The Omnibus Equity Plan authorizes equity awards (options, RSUs, SARs, other stock-based awards), but 2024 did not include director equity grants; the company is seeking shareholder approval to increase the plan reserve to 1,000,000 shares to continue equity-based compensation broadly .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Hoth Therapeutics, Inc. | Biopharma | Director | No related-party transactions disclosed involving Linsley |
| Silo Pharma, Inc. | Biopharma | Director | No related-party transactions disclosed involving Linsley |
Expertise & Qualifications
- 40+ years in business management and operations, including VP Operations at CFO Oncall .
- Financial literacy requirements satisfied; designated Audit Committee Financial Expert .
- Education: B.S., Business Administration, Siena College .
- Sector exposure via biopharma directorships (HOTH, SILO) .
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % | Vested/Unvested Detail |
|---|---|---|---|
| Wayne D. Linsley | 10,000 | <1% | Includes 10,000 vested stock options counted as beneficial ownership within 60 days |
| Shares Outstanding (Record Date) | 5,026,274 | — | Record Date: June 12, 2025 |
- No disclosure of pledged shares or hedging by Linsley; company does not have an anti-hedging policy for employees, officers, or directors .
Governance Assessment
- Strengths
- Independent director with audit committee financial expert designation; chairs Audit, Compensation, and Nominating committees, indicating strong governance engagement and oversight capabilities .
- Attendance above minimum threshold; Board and committee activities documented (3 Board meetings; 4 Audit; 1 Compensation; 1 Nominating) with no directors below 75% participation .
- No related-party transactions disclosed involving Linsley; related-person transaction policy requires Audit Committee oversight and conflict evaluation .
- Concerns / RED FLAGS
- Combined CEO/Chair with no Lead Independent Director reduces independent board leadership signal, especially given the small-cap context .
- Limited ownership alignment: beneficial ownership is 10,000 shares (entirely vested options counted as beneficial ownership), representing less than 1% of shares outstanding; no RSUs/PSUs disclosed for directors in 2024 .
- Absence of an anti-hedging policy for directors and employees is shareholder-unfriendly and undermines alignment .
- Director compensation for Linsley is materially higher in cash than peers ($60,000 vs. $36,000), likely reflecting chair roles, but without disclosed performance linkage or equity mix, this reduces pay-for-performance alignment .
Overall read-through: Linsley’s independence, financial expertise, and leadership of key committees support board effectiveness; however, governance signals are mixed due to combined CEO/Chair with no lead independent director, lack of anti-hedging policy, limited director equity alignment, and cash-heavy director compensation without disclosed performance conditions .