Tim Ledwick
About Tim Ledwick
Timothy S. Ledwick, age 67, is the Chief Financial Officer of Dominari Holdings Inc. (DOMH) since October 1, 2025, after serving as a director from July 2015 through September 2025; he holds a BBA in Accounting from The George Washington University and an MS in Finance from Fairfield University and is a member of the Connecticut Society of Certified Public Accountants . His track record includes CFO roles and restructurings at SYFT (sold to GHX in 2022), Dictaphone (revitalized and delivered a seven-times return to stockholders), and Lernout & Hauspie, with recent CFO advisory to WRAP; he also chairs Telkonet’s Audit Committee . Company pay-versus-performance data show cumulative TSR declined to $9.97 from a fixed $100 base in 2024 and net losses in 2022–2024, providing context for incentive alignment needs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dominari Holdings Inc. | Chief Financial Officer | 2025–present | CFO appointment effective Oct 1, 2025; oversees SEC financial certifications . |
| Dominari Holdings Inc. | Director; Audit Committee Chair | 2015–Sep 2025 | Long-tenured director; governance and audit oversight . |
| WRAP (Nasdaq: WRAP) | CFO consulting (recent) | 2025 | Provided CFO consulting to Nasdaq-listed public safety tech/services company . |
| SYFT | Chief Financial Officer | 2011–2022 | PE-backed hospital supply software; successfully sold to GHX in 2022 . |
| Telkonet, Inc. (TKOI) | Director; Audit Committee Chair | 2012–present | Board and audit leadership at smart energy mgmt company . |
| Dictaphone Corporation | EVP–CFO; Director | 2002–2006 | Led plan to revitalize company; sale delivered 7x return to stockholders . |
| Lernout & Hauspie Speech Products | Chief Financial Officer | 2001–2002 | Brought in to lead restructuring at Nasdaq-listed speech tech firm . |
| Cross Media Marketing Corp | Chief Financial Officer | 1999–2001 | Led acquisition activity, tax analysis, capital raising at $80mm public company . |
| Dellacorte Group | Special Advisor | 2007–2008 | Middle-market financial advisory; deals $100mm–$1bn . |
| Services firm ($150mm) | CFO consulting | 2007–2011 | Provided CFO consulting to a $150mm services firm . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Telkonet, Inc. (Nasdaq: TKOI) | Director; Audit Committee Chair | 2012–present |
| Connecticut Society of CPAs | Member | Not specified |
| Peat, Marwick, Mitchell & Co. | Early career | Not specified |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $350,000 per year; annual review by Board/Comp Committee . |
| Annual Bonus (Target) | Target equal to 100% of base salary if Board-established performance targets are achieved . |
| Annual Bonus (Initial Term Floor) | Minimum $175,000 for the initial one-year term; payable within 15 days of term end if employed on that date . |
| Benefits & Perquisites | Expense reimbursement per policy; participation in group health and benefits; D&O insurance maintained during term + 6 years . |
Performance Compensation
| Incentive | Metric/Trigger | Target/Terms | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus | Board-set performance targets | 100% of base at achievement; initial term minimum $175,000 | Not yet disclosed | N/A |
| Restricted Stock Grant | Equity alignment | Board-recommended grant equal to ~2.0% of outstanding shares, subject to shareholder approval of share pool increase | Board proposes 316,346 shares with grant-date value $1,746,230 | Plan default: 3-year vest, 1/3 on each anniversary unless award agreement specifies otherwise . |
| Clawback | Restatement-based recoupment | All incentive-based comp subject to 3-year clawback after termination; aligns to Dodd-Frank rules | N/A | N/A |
Assuming standard plan vesting, the proposed 316,346-share restricted stock grant would vest ~105,449 shares per year over three years, potentially creating periodic selling pressure absent holding requirements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 51,702 shares as of Oct 13, 2025 record date; includes 31,471 common, 2,941 options, and 17,290 warrants exercisable within 60 days . |
| Ownership as % of Outstanding | 51,702 of 15,998,027 common outstanding ≈ 0.32% (reported as less than 1%) . |
| Options (Director legacy) | 2,941 options; option exercise price for Ledwick not disclosed in proxy tables (Hayes’ options shown at $10.88 for context) . |
| Warrants | 17,290 warrants exercisable within 60 days . |
| Vested vs Unvested | Not disclosed for Ledwick’s new equity pending grant; director options noted as exercisable . |
| Pledging/Hedging | Plan prohibits sale/pledge/transfer of awards except limited transfers (estate/legal rep) unless Administrator allows; no personal pledging disclosed . |
| Ownership Guidelines | Not disclosed; compliance status not disclosed in proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | CFO effective Oct 1, 2025; resigned board seat Sep 21, 2025 . |
| Contract Term | One-year initial term, auto-renews for 1-year periods unless 3-month prior non-renewal notice . |
| Severance (Death/Disability) | Six months’ base; pro-rated annual bonus deemed at 50% of base; prior-year unpaid bonus; other plan payments . |
| Severance (Good Reason / Without Cause) | Six months’ base; pro-rated annual bonus deemed at 100% of base; prior-year unpaid bonus; other plan payments; immediate vesting of any equity grants . |
| Equity Plan Change-in-Control | If successor refuses to assume/substitute awards, all restrictions lapse and performance criteria deemed achieved at target; otherwise awards assumed/substituted . |
| Clawback (Contract) | 3-year clawback post-termination for incentive comp upon material noncompliance restatement; terminates following a change in control subject to applicable laws . |
| Confidentiality/Enforcement | Robust confidentiality; injunctive relief for breaches; New York law and venue . |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed in the employment agreement or proxy . |
Investment Implications
- Large equity grant concentrated to CFO: The Board proposes allocating all incremental plan shares to Ledwick—316,346 restricted shares (~2% of outstanding)—which is a strong alignment lever but may introduce overhang and vest-driven trading pressure; standard plan terms imply 1/3 annual vest unless award terms differ .
- Retention risk appears moderate near term: One-year auto-renewal with minimum initial bonus and severance protections (including full equity acceleration for without-cause/Good Reason) reduce immediate departure risk but create potential “walk-away” value if governance conflicts arise .
- Clawback and CIC mechanics: Dodd-Frank-aligned clawback provisions curb restatement risks; plan-level CIC “assume or vest” terms and agreement’s clawback termination at CIC warrant monitoring for payout optics in a transaction scenario .
- Execution track record is strong: Prior sevenfold value creation at Dictaphone and successful sale of SYFT indicate turnaround and monetization capability—supportive for a capital-markets-led growth plan at DOMH . Company-level TSR and losses in 2022–2024 emphasize the need for disciplined performance-linked pay design going forward .
Supporting Data
| Company Performance Metrics | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment Based on TSR | $32.70 | $25.82 | $9.97 |
| Net Income (Loss) | $(22,107) | $(22,882) | $(14,954) |
Director Compensation History (Context)
| Year | Role | Cash Fees | Options Held |
|---|---|---|---|
| 2024 | Non-employee Director | $65,000 | 2,941 options |
The Board’s Compensation Committee unanimously approved increasing the plan share reserve specifically to fund Ledwick’s grant; stockholder approval is being solicited and all added shares are earmarked for this award .
Notes:
- Executive biography, age, education, and tenure .
- CFO employment agreement, compensation, term, severance, clawback, and legal terms .
- Equity plan vesting and CIC terms .
- Beneficial ownership particulars and outstanding shares .
- Director compensation and option holdings .