Walter Ketcham, Jr.
About Walter A. Ketcham, Jr.
Independent director at Gencor Industries since October 2021; age 75 as of January 23, 2024; an attorney and civil trial lawyer with 50+ years’ experience. Member of the Orange County Bar Association and the American Board of Trial Advocates (elected “Trial Lawyer of the Year” in 2016). Education: Stetson University (BBA), Stetson University College of Law (Juris Doctor). Background disclosures are consistent across GENC proxy statements (2023–2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orlando–Orange County Expressway Authority | Chairman | Feb 20, 2009–2015 | Governance leadership and regional infrastructure oversight |
| Civil Trial Practice | Attorney | 50+ years | Recognized “Trial Lawyer of the Year” (2016) by ABOTA |
| Stetson University | Alumni | n/a | BBA and JD credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mennello Museum (Orlando) | Chairman of the Board | Since 2016 | Arts governance leadership |
| United Safety Council | Board Member | Since 2019 | Non-profit safety advocacy |
| Michael Mennello Foundation | Board Member | n/a | Community involvement |
| Orange County Bar Association | Member | n/a | Professional legal association |
| American Board of Trial Advocates (ABOTA) | Member | n/a | “Trial Lawyer of the Year” 2016 |
Board Governance
- Independence: Affirmatively determined independent under NYSE American rules; independent directors include Ketcham, Coburn, and Vecchiolla.
- Committees: Audit Committee member; Audit Committee comprised of three independent directors (Coburn, Ketcham, Vecchiolla); Chair and “financial expert” is Vecchiolla. Not listed on Compensation Committee (membership: Coburn and Vecchiolla). Nominating Committee is E.J. Elliott and Marc G. Elliott.
- Attendance: Audit Committee met four times in FY 2022 (Ketcham attended 1); four times in FY 2023 (Ketcham attended each); four times in FY 2024 (Ketcham attended each). Board held three meetings in FY 2022, all directors participated.
- Executive sessions: Independent directors met in executive sessions as part of Audit Committee meetings in FY 2024.
- Section 16(a) compliance: Company was unaware of any noncompliance or late filings in FY 2024.
Attendance Detail
| Body | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Audit Committee meetings held | 4 | 4 | 4 |
| Ketcham attendance | 1 | 4 (each meeting) | 4 (each meeting) |
| Board meetings held | 3 | — | — |
| Board attendance | All directors attended | — | — |
Fixed Compensation
- Director fee structure: $1,500 per month retainer, plus $1,000 per Board meeting and $500 per committee meeting attended.
| Fiscal Year | Fees Earned or Paid in Cash | Option Awards | Total |
|---|---|---|---|
| FY 2022 | $21,500 | $0 | $21,500 |
| FY 2023 | $24,000 | $0 | $24,000 |
| FY 2024 | $24,000 | $0 | $24,000 |
- Total director fees paid to all directors: FY 2023 $71,500; FY 2024 $72,000.
Performance Compensation
- Equity awards: None disclosed for non-employee directors; option awards reported as $0 in FY 2022–FY 2024.
- Outstanding options: None outstanding as of Sept 30, 2022 and Sept 30, 2023.
- Plan status: The 2009 Incentive Compensation Plan expired on October 1, 2021.
- Change-of-control provisions: Under the expired 2009 Plan, optionholders would receive equivalent securities upon exercise at change of control; no current options outstanding apply to directors.
Other Directorships & Interlocks
- Public company boards: None disclosed for Ketcham in GENC proxies (2023–2025).
- Committee roles at other companies: Not disclosed.
- Interlocks: No public-company interlocks or disclosed relationships indicating conflicts.
Expertise & Qualifications
- Legal expertise: 50+ years as civil trial lawyer; ABOTA member and 2016 “Trial Lawyer of the Year.”
- Governance exposure: Chair roles at regional authority (transport infrastructure) and museum board; non-profit safety and foundation boards.
- Education: Stetson University (BBA), Stetson University College of Law (JD).
Equity Ownership
| As of | Common Stock (shares) | Class B Stock (shares) | % of Common | % of Class B |
|---|---|---|---|---|
| Jan 23, 2023 (proxy) | — | — | — | — |
| Aug 11, 2025 (proxy) | — | — | — | — |
- Shares pledged/hedged: Not disclosed.
- Section 16(a) position updates: No delinquent filings reported FY 2024.
Governance Assessment
- Independence and committee service: Independence affirmed; sustained Audit Committee participation with full attendance in FY 2023–FY 2024 after limited FY 2022 attendance suggests improved engagement trajectory.
- Compensation alignment risk: Cash-only director pay and absence of equity grants or disclosed personal share ownership indicate limited direct equity alignment versus equity-based structures; however, fee levels are modest and meeting-linked.
- Nominating process oversight: Nominating Committee consists solely of E.J. and Marc Elliott (family members) and did not meet in FY 2024, concentrating nomination control away from independent directors—an oversight red flag for board refresh and independence of nominations.
- Related-party transactions and compliance: No related-party transactions disclosed in FY 2023 and FY 2024; Section 16(a) filings were compliant—supports baseline governance hygiene.
RED FLAGS
- Nominating Committee composed of insiders (E.J. and Marc Elliott) and inactivity (no meetings in FY 2024) reduces independent influence over board composition.
- No equity compensation and no disclosed share ownership for Ketcham limit direct shareholder alignment signals.
Positives
- Independent director status and strong Audit Committee attendance in FY 2023–FY 2024.
- No related-party transactions and clean Section 16(a) compliance in FY 2024.