Daniel C. Philp
About Daniel C. Philp
Daniel C. Philp is Co-Chief Executive Officer of Lendway, Inc. (LDWY) and a director since 2022; he has also served as Senior Vice President of Corporate Development at Air T, Inc. since 2014, with prior experience as an event-driven/special situations analyst/trader at Whitebox Advisors. He holds a BA from St. John’s University and is age 41 per the 2025 proxy; tenure as Co-CEO began July 1, 2024 and as director in November 2022 . Pay-versus-performance disclosures show Compensation Actually Paid (CAP) to CEO #2 (Philp) of $202,162 in 2024 and $44,330 in the transition period ended June 30, 2025; company TSR fell to $21.01 in 2024 and $21.79 in 2025T (value of $100 initial investment), with net income of $(6,677)k in 2024 and $1,969k in 2025T .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | Senior Vice President, Corporate Development | 2014–present | Leads investigation of new business lines, acquisition targets, and strategic initiatives . |
| Whitebox Advisors | Event-Driven/Special Situations Analyst/Trader | Prior to 2014 | Sourced and evaluated non-market-correlated investments and structured convertible PIPEs . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Air T, Inc. | Senior Vice President, Corporate Development | 2014–present | Concurrent with LDWY Co-CEO role; creates potential related-party considerations given Air T’s significant ownership in LDWY . |
Fixed Compensation
| Period | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| FY 2024 | 53,462 | n/a (no cash incentive in agreement) | 0 | 17,750 (includes $17,000 director fees) | 172,732 |
| TP 6/30/2025 | 50,000 | n/a (no cash incentive in agreement) | 0 | 0 | 50,000 |
- Employment agreements dated June 11, 2024 provide an initial $100,000 annual base salary and “do not contain any provisions for cash or equity incentive programs or severance” for Messrs. Jundt and Philp .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date FV ($) | Performance Metric | Weighting | Outcome/Payout | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| Restricted Stock (time-based) | 5/9/2024 | 27,000 | 101,520 | None (recognition for Bloomia acquisition) | n/a | Time-based vesting (not performance-based) | 9,000 each on 5/9/2025, 5/9/2026, 5/9/2027 . |
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Outstanding at 6/30/2025: 18,000 unvested RS with market value $101,520; vests in equal tranches on the first, second, and third anniversaries of grant .
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No option awards were reported for Philp in 2024 or TP 6/30/2025 (SCT shows stock awards only) .
Equity Ownership & Alignment
| As-of Date | Beneficially Owned Shares | % Outstanding | Notes |
|---|---|---|---|
| 9/24/2025 | 59,071 | 3.3% | Excludes 6,521 director deferred stock equivalents (no voting rights; not acquirable within 60 days) . |
| Equity Detail (as of 6/30/2025) | Amount | Notes |
|---|---|---|
| Unvested RS | 18,000 | From 5/9/2024 grant; 9k already vested on 5/9/2025; remaining vests 5/9/2026 and 5/9/2027 . |
| Director Deferred Comp Plan Equivalents | 6,521 | No voting rights; not included in beneficial ownership . |
| Company anti-hedging policy | Prohibits hedging transactions by directors/officers | |
| Pledging | No pledging disclosed for Philp; Swenson’s AO Partners Fund shares are pledged (separate) |
Reference capitalization for context: 1,769,599 shares outstanding as of 9/26/2025 .
Implications:
- Potential insider selling windows around vest dates May 9, 2026 and May 9, 2027 (9,000 shares each) could create modest selling pressure absent 10b5-1 plans .
Employment Terms
| Item | Philp Terms |
|---|---|
| Agreement date | June 11, 2024 |
| Role | Co-Chief Executive Officer |
| Base salary | $100,000 initial |
| Cash/equity incentive eligibility | None provided for in agreement |
| Severance | None (agreement contains no severance provisions) |
| Change-in-control | No provisions (not included in agreement) |
| Clawback | Company-wide recoupment policy (Rule 10D-1) effective for incentive-based comp received on/after 10/2/2023 |
| Hedging/Pledging policies | Hedging prohibited; no pledging policy disclosed; no Philp pledging disclosed |
Board Governance
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Service history and structure:
- Director since 2022; current position: Director and Co-Chief Executive Officer; age 41 in director slate .
- Board Chair is Co-CEO Mark Jundt; the company has no designated lead independent director, and the Board periodically evaluates CEO/Chair separation; independent directors are “very active,” per the proxy .
- Committee memberships: Philp does not serve on standing committees; Audit Committee (Herfurth, Chair; Johnson; Kelly) and Governance, Compensation and Nominating (GCN) Committee (Swenson, Chair; Johnson; Kelly) are staffed solely by independent directors .
- Board/committee attendance: Board held one meeting in the Transition Period Ended 2025; each director attended >75% of meetings; all then-serving directors attended the 2024 annual meeting .
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Director compensation (cash):
- Philp earned $17,000 in FY 2024 and $8,500 in TP 6/30/2025 in director fees (retainer/meeting fees), with 6,521 director deferred stock equivalents as of June 30, 2025 .
Performance & Track Record
| Metric | 2024 | 2025 Transition Period (to 6/30/2025) |
|---|---|---|
| Compensation Actually Paid (CEO #2 – Philp) | $202,162 | $44,330 |
| TSR index (value of $100 investment) | $21.01 | $21.79 |
| Net Income (Loss) | $(6,677)k | $1,969k |
Context:
- In 2025, LDWY funded Bloomia operations with $4.0M of related-party notes at 13.5% from Air T, AO Partners, and Gary S. Kohler; Co-CEOs Jundt and Philp hold executive roles at Air T; transaction was approved by the Audit Committee and independent directors under the Related Person Transaction Approval Policy .
Compensation Structure Analysis
- Cash vs equity mix: 2024 SCT shows modest cash salary, no cash bonus, and a $101,520 time-based RS grant recognizing Bloomia acquisition; 2025T shows cash salary only .
- Shift to lower-risk equity: Award is time-based restricted stock (RS), not options or performance shares, reducing risk relative to options and weakening explicit pay-for-performance linkage .
- Incentive plans: Philp’s employment agreement includes no cash or equity incentive programs; no severance or change-in-control protections .
- Clawback and hedging: Company adopted a clawback policy compliant with Rule 10D-1 and prohibits hedging by insiders, reinforcing governance discipline .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 59,071 shares (3.3% of outstanding) as of 9/24/2025 |
| Unvested RS | 18,000 unvested as of 6/30/2025; vesting 5/9/2026 and 5/9/2027 (9,000 each) . |
| Director deferred stock equivalents | 6,521 (no voting rights; not in beneficial ownership) |
| Anti-hedging | Prohibited for directors/officers |
| Pledging | None disclosed for Philp; separate disclosure notes pledged shares by another director (Swenson) |
Employment Terms (Severance & Change-of-Control Economics)
- Severance: None for Philp; CFO McShane has severance (for context), but Philp’s agreement explicitly contains no severance .
- Change-of-control: No single- or double-trigger or accelerated vesting terms disclosed for Philp .
- Other restrictive covenants: Not disclosed in Philp’s agreement excerpts; company maintains insider trading and anti-hedging policies .
Board Service, Committees, and Dual-Role Implications
| Attribute | Detail |
|---|---|
| Board tenure | Director since 2022 |
| Committees | None (not on Audit or GCN) |
| Independence | Not listed as independent in committee matrix; committees comprise independent directors only |
| Board leadership | Chairman role held by Co-CEO Jundt; no lead independent director |
| Attendance | >75% attendance in TP 6/30/2025; all directors attended 2024 annual meeting |
Implications:
- Combined Chair/Co-CEO structure without a lead independent director increases reliance on committee independence for oversight; Philp’s dual role as Co-CEO and director, plus external executive role at a major shareholder (Air T), heightens perceived governance/related-party risk, partially mitigated by independent Audit/GCN committees and their approvals .
Director Compensation
| Period | Cash Fees ($) | Notes |
|---|---|---|
| FY 2024 | 17,000 | Annual retainer/meeting fees; participates in Director Deferred Compensation Plan . |
| TP 6/30/2025 | 8,500 | Transition-period retainer/meeting fees . |
Investment Implications
- Alignment and incentives: Philp’s pay is primarily fixed cash plus a time-based RS grant tied to the Bloomia transaction; absence of performance-based incentives and severance/COC provisions suggests lower direct pay-for-performance alignment but also lowers parachute risk; watch RS vest dates (May 9, 2026/2027) for potential selling pressure .
- Ownership and control: Meaningful personal stake (3.3%) supports alignment, though overall control resides with the Air T–led stockholder group (39.6%); Philp’s concurrent Air T executive role and related-party financings elevate governance/related-party risk, despite Audit Committee independent oversight .
- Governance structure: Combined Chair/Co-CEO model with no lead independent director raises independence concerns; however, independent-only Audit and GCN committees and >75% attendance provide some counterbalance; continued monitoring of committee rigor and related-party approvals is warranted .
- Execution focus: Background in M&A/special situations suggests emphasis on capital allocation and transactions; CAP/TSR and net income trends during early tenure remain mixed; assess progress at Bloomia and financing terms/covenants on strategic flexibility in upcoming quarters .