Wayne Willkomm
About Wayne Willkomm
Wayne R. Willkomm, Ph.D., age 62, is President & CEO of LCTC (since January 18, 2016) and a director (since July 5, 2011). He holds a B.S. in Chemical Engineering and Chemistry (Carnegie Mellon) and a Ph.D. in Chemical Engineering (University of Minnesota), is an inventor on 14 U.S. patents, and previously led roles at Novomer, Willkomm Consulting, Intrex, Kryptane Systems, and Dow Chemical. Over 2022–2024, LCTC’s TSR moved from 100.00 (base) to 102.77 to 127.91, while reported net income moved from $(455,757) in 2022 to $205,614 in 2023 and $(1,052,948) in 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dow Chemical Company | Various positions | 1989–2000 | Early technical/operational foundation; large-cap process/manufacturing discipline |
| Kryptane Systems, LLC | President | 2000–2006 | Led manufacturing/product development for polymer components |
| Intrex Corporation (Tool & Molding Division) | President | 2006–2007 | Ran a precision tooling/molding business unit |
| Willkomm Consulting, LLC | Principal Consultant | Mar 2007–Feb 2014 | Advised in renewable materials and medical devices |
| Novomer, Inc. | North America Market Development Manager | Prior to 2016 | Commercial development for advanced materials markets |
External Roles
- No current public company directorships or committee roles disclosed beyond LCTC.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 232,700 | 247,780 | 258,960 |
| Annual Bonus ($) | 30,000 | 30,000 | 30,000 |
| All Other Compensation ($) | 7,917 | 8,369 | 7,804 |
| Stock & Option Awards (Grant-date value) ($) | 0 | 0 | 0 |
| Total ($) | 270,617 | 286,149 | 296,764 |
Notes:
- “All Other Compensation” includes 401(k) employer match; no perquisite programs are disclosed beyond minor reimbursed expenses.
Performance Compensation
| Incentive Type | Metric/Trigger | Weighting/Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual cash bonus | Company performance criteria (not specifically enumerated in proxy) | Target = 10% of base salary under Employment Agreement | $30,000 in each of 2022, 2023, 2024 (consistent with agreement and SCT) | Paid annually; tied to achievement per agreement |
| Renewal bonus | Company election to renew Employment Agreement for subsequent one-year terms | Fixed $30,000 per renewal | $30,000 per renewal event (embedded in compensation narrative) | Paid at each renewal decision |
- No PSUs/RSUs or non-equity performance plan metrics/weightings disclosed; company has not granted stock awards since 2021 and did not grant options in 2023–2024.
Equity Ownership & Alignment
| Ownership Detail (as of 3/31/2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 52,825 (1.9% of 2,752,616) | Includes 40,325 shares directly and 12,500 options exercisable within 60 days; percentage per proxy table |
| Directly held shares | 40,325 | Per footnote (4) |
| Options exercisable within 60 days | 12,500 | Options expiring 3/13/2026 at $3.80 |
| Indirect economic interest via EDCO Partners LLLC | 23,477 (disclaimed for voting/investment power except pecuniary interest) | EDCO is affiliated with controlling shareholder Vern D. Kornelsen (CFO/Chair) |
| Shares pledged as collateral | Not disclosed | Company has no explicit anti-hedging policy; insider trading policy exists |
| Stock ownership guidelines | Not disclosed | No committee/consultant framework; full board sets comp |
Options, Vesting, and Exercises
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Status/Activity |
|---|---|---|---|---|---|---|
| 3/1/2020 | Nonqualified Options | 37,500 | $3.80 | Fully vested at grant (company plan practice) | 3/1/2025 | Exercised by W. Willkomm on 2/28/2025 |
| 3/13/2021 | Nonqualified Options | 12,500 | $3.80 | Fully vested at grant (company plan practice) | 3/13/2026 | Outstanding; exercisable |
| 2016 (replaced 10/6/2017) | Performance Options | 50,000 (re-granted) | $8.83 (2016 grant) / $6.00 (2017 regrant detail) | Subject to performance criteria | 1/18/2021 / 10/6/2022 | Expired unvested by 12/31/2021 |
- Corporate option plan: 2013 Stock Option Plan allowed immediate vesting and 5-year terms; plan has expired with no remaining shares available.
Employment Terms
- Initial Employment Agreement effective January 18, 2016; amended and restated October 6, 2017.
- Base salary originally $200,000 with inflation adjustments; eligible annual cash bonus equal to 10% of base salary subject to performance criteria; $30,000 cash bonus upon each one-year renewal election by the company.
- Outstanding equity under the Employment Agreement’s performance options (50,000) expired unvested by 12/31/2021; subsequent options (2020, 2021) were fully vested at grant per plan practice.
- The company discloses no severance, retirement, change-in-control payments, accelerated vesting, or post-termination arrangements for named executive officers.
- Clawbacks, non-compete/non-solicit, and tax gross-ups are not disclosed.
- Insider Trading Policy exists; no explicit anti-hedging policy.
Board Governance and Director Service
- Board service: Director since July 5, 2011; President & CEO since January 18, 2016. Not Board Chair.
- Committee roles: Audit Committee comprises independent directors Donald E. Siecke and Adam Kashenberg; Willkomm is not on the Audit Committee. No standing compensation or nominating committees—full board handles those functions.
- Independence: Board has determined Siecke and Kashenberg are independent; Willkomm is a management (non-independent) director.
- Attendance: In 2024, the board met 4 times in person/by phone and 3 times by written consent; each director attended ≥75% of meetings; all attended the 2024 Annual Meeting.
- Board leadership: CFO Vern D. Kornelsen serves as Chairman and CFO/Secretary; roles of Chair and CEO are separated, with the board affirming this structure.
Director Compensation (Context)
- Non-employee director cash retainers paid in 2024: Siecke $1,500; M.J. Kornelsen $1,500; Greenlee $750; Kashenberg $750. No equity granted to directors. Employee directors (e.g., CEO) are not shown receiving director fees.
Pay vs Performance (Company-Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO Total Comp (SCT) ($) | 270,617 | 286,149 | 296,764 |
| Compensation Actually Paid to PEO ($) | 270,617 | 277,780 | 288,960 |
| Avg SCT Total for non-PEO NEOs ($) | 78,515 | 92,300 | 107,347 |
| Avg Comp Actually Paid to non-PEO NEOs ($) | 78,515 | 92,300 | 107,347 |
| TSR (Value of $100 from 12/31/20) | 100.00 | 102.77 | 127.91 |
| Net Income (Loss) ($) | (455,757) | 205,614 | (1,052,948) |
Say-on-Pay & Shareholder Feedback
- 2023 Annual Meeting: Say-on-Pay approved with 1,858,607 For, 32,414 Against, 1,572 Abstain; board frequency advisory favored “Every Three Years.”
- 2025 Proxy includes only director elections and auditor ratification; no Say-on-Pay on the ballot.
Insider Transactions and Potential Selling Pressure
- Willkomm exercised 37,500 options on February 28, 2025 (strike $3.80; grant 3/1/2020; expiry 3/1/2025). Remaining 12,500 options (3/13/2021 grant) are exercisable until 3/13/2026.
- Controller Michelle Heim exercised 3,500 options on 2/28/2025 and sold the shares to EDCO Partners LLLP (entity controlled by the Chair/CFO).
- Section 16(a) compliance: all required Forms 3/4 filed timely in 2024.
Compensation Structure Analysis
- Cash-heavy mix: 2022–2024 show base salary increases and flat $30,000 annual bonus; no new equity grants in 2023–2024. This reduces explicit pay-for-performance leverage versus equity-linked incentives.
- Option design: 2020 and 2021 options were fully vested at grant (5-year term), limiting ongoing retention hooks; prior 50,000 performance options expired unvested by 2021.
- Governance process: No standing compensation committee; full board sets pay without external consultants, increasing subjectivity risk in pay decisions at a controlled company.
Risk Indicators & Red Flags
- Control/related-party concentration: EDCO Partners LLLP beneficially owns ~76% of shares; Chair/CFO (Vern D. Kornelsen) is general partner; Heim’s exercised shares were sold to EDCO—heightened related-party optics.
- Combined roles: CFO concurrently serves as Chairman (and Secretary); CEO is also a director (non-independent).
- No explicit anti-hedging policy; pledging practices not disclosed.
- No severance/change-in-control protections disclosed (could be retention risk for executives but reduces parachute risk).
Board Service Snapshot (for Wayne Willkomm)
- Director service since 2011; currently a management director. Not a member of the Audit Committee; independent directors Siecke and Kashenberg serve and are designated financial experts.
- Meeting attendance: ≥75% in 2024; all directors attended the 2024 Annual Meeting.
- Dual-role implications: CEO + director (but not Chair) mitigates some CEO/Chair concentration; however, CFO simultaneously serves as Chair, concentrating financial oversight and control at the board level.
Investment Implications
- Alignment and incentives: Cash-centric pay, fixed renewal bonus, and absence of recent equity grants limit direct alignment with multi-year shareholder value creation; historic performance options expired unvested, and later options were fully vested at grant, reducing retention leverage.
- Trading setup: The 2/28/2025 option exercise (37,500 shares) is a concrete event; remaining 12,500 options expiring 3/13/2026 could create time-bound exercise dynamics that influence insider trading windows and potential supply.
- Governance risk: Highly controlled structure (EDCO ~76%), CFO as Chair, no comp committee, and related-party transactions (e.g., EDCO share purchases) elevate governance and minority shareholder risk—important for discounting/control-premium considerations.
- Performance context: TSR improved through 2024 despite a 2024 net loss; investors should watch execution against profitability and capital allocation, especially given limited use of performance-conditioned equity.