Nicholas J. Swenson
About Nicholas J. Swenson
Independent director at Lendway, Inc. (LDWY); Chair of the Governance, Compensation and Nominating (GCN) Committee. Age 56; current LDWY director since 2021 (prior service November 2014–March 2016). President & CEO of Air T, Inc. (Nasdaq: AIRT) since 2014; Managing Member of AO Partners, LLC; prior roles include portfolio manager/partner at Whitebox Advisors, distressed debt analyst at Värde Partners, and financial institutions investment banker at Piper Jaffray. Education: BA, Middlebury College; MBA, University of Chicago Booth. Core credentials: capital allocation, public-company leadership, special situations and credit investing.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | President & CEO; Director | CEO since 2014; director since 2013 | Public-company leadership; capital allocation oversight |
| AO Partners, LLC / AO Partners I, L.P. | Managing Member (AO Partners LLC, GP of AO Partners Fund) | Not stated | Controls AO Partners Fund; investment oversight |
| Whitebox Advisors, LLC | Portfolio Manager & Partner | Prior to AIRT | Special situations investing |
| Värde Partners | Distressed Debt Analyst | Prior | Credit and restructuring analysis |
| Piper Jaffray, Inc. | Investment Banker (Financial Institutions) | Prior | Capital markets, FI coverage |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | Director | 2013 | Also CEO; AIRT is a significant LDWY stockholder and lender (related-party financing) |
| Pro-Dex, Inc. | Director | 2012 | Public company directorship |
| Delphax Technologies Inc. | Director | 2015 | Public company directorship |
Board Governance
- Independence and roles: Board deems Mr. Swenson “independent” under Nasdaq despite his inclusion in the shareholder group, and he serves as Chair of the GCN Committee; not on Audit.
- Committee assignments (current): GCN Committee Chair; not a member of Audit.
- Attendance: During the Transition Period ended June 30, 2025, the Board met once; Audit met twice; GCN met once. Each director attended more than 75% of Board/committee meetings; directors attended the 2024 annual meeting.
- Leadership structure: Chairman role held by Co-CEO Mark R. Jundt; no Lead Independent Director designated.
- Say-on-Pay signal: 2024 say‑on‑pay received approximately 95.7% support, indicating broadly favorable investor sentiment.
- Governance policies: Anti-hedging policy in place; Nasdaq-compliant clawback adopted Nov 7, 2023.
- Related‑party transactions (oversight and conflicts): LDWY established multiple financings with the Air T–aligned group: (i) unsecured delayed draw/amended term note(s) with Air T up to $3.75M (8.0%); (ii) Sept. 15, 2025 unsecured promissory notes totaling $4.0M with Air T, AO Partners I, L.P., and Gary S. Kohler (13.5%), pre‑approved by the Audit Committee. Mr. Swenson is CEO of Air T and Managing Member of AO Partners LLC (GP of AO Partners Fund).
- Cooperation agreement: An October 11, 2021 cooperation agreement with the Shareholder Group (incl. Mr. Swenson) provided board nomination rights and standstill provisions while the group owned ~39.6%.
RED FLAGS
- Shares pledged: 139,444 LDWY shares held via AO Partners Fund are pledged as loan collateral (alignment and forced‑sale risk).
- Extensive related‑party financing between LDWY and entities led by Mr. Swenson (Air T/AO Partners Fund), though approved by Audit Committee (conflict optics).
- No Lead Independent Director despite combined Chair/Co‑CEO structure (counterbalanced by majority‑independent board).
Fixed Compensation
Policy and director cash fees:
| Component | FYE 12/31/2024 | TP 6/30/2025 |
|---|---|---|
| Annual cash retainer (non‑employee directors, policy) | $17,000 | $17,000 (policy) |
| Additional cash retainer (Chairman/each Committee Chair, policy) | $5,000 | $5,000 (policy) |
| Nicholas J. Swenson – Fees Earned or Paid in Cash | $22,000 | $11,000 |
Director Deferred Compensation Plan (for non‑employee directors; participant since 1/1/2025): voluntary deferral of up to 100% of cash fees into common stock equivalents; distributions in stock after board service; CIC cash-out feature exists in plan but was waived for the legacy business sale; no company match. As of 6/30/2025, Mr. Swenson held 10,589 common stock equivalents.
Performance Compensation
| Performance-linked element | Disclosure |
|---|---|
| Director equity awards (RSU/PSU/Options) – current periods | None disclosed for Mr. Swenson in FYE 2024 or TP 6/30/2025. |
| Performance metrics tied to director pay | None disclosed for directors. |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction with LDWY |
|---|---|---|
| Air T, Inc. | CEO & Director | Air T is a >10% LDWY holder; originator of delayed draw term notes (up to $3.75M at 8.0%) and a 2025 unsecured note ($1.10M of $4.0M total at 13.5%). |
| AO Partners I, L.P. | Affiliated fund (via AO Partners LLC) | LDWY 2025 unsecured note ($1.70M of $4.0M total at 13.5%); AO Partners Fund holds pledged LDWY shares. |
| Pro-Dex, Inc. | Director | No LDWY transaction disclosed. |
| Delphax Technologies Inc. | Director | No LDWY transaction disclosed. |
Expertise & Qualifications
- Capital allocation and public-company leadership (Air T CEO; multiple public boards).
- Special situations and credit/investing expertise (Whitebox Advisors; Värde Partners).
- Investment banking experience in financial institutions (Piper Jaffray).
- Education: BA (Middlebury), MBA (Chicago Booth).
Equity Ownership
| Ownership detail | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 214,456 | 12.1% of 1,769,599 shares outstanding as of 9/24/2025. |
| AO Partners I, L.P. (indirect) | 139,444 | Pledged as security for a loan (red flag). |
| Groveland Capital LLC (indirect) | 60,284 | Mr. Swenson controls Groveland Capital. |
| Glenhurst Co. (direct) | 11,428 | Sole owner; full control. |
| Director Deferred Compensation – stock equivalents | 10,589 | Not included in beneficial ownership; no voting rights; not acquirable within 60 days. |
| Significant stockholder group (incl. Air T, Groveland, AO Partners Fund, AO Partners, Glenhurst, Mr. Swenson) | 701,275 | 39.6% aggregated as of 9/15/2025 per amended 13D/A. |
Governance Assessment
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Strengths
- Experienced capital allocator with multi‑company public board exposure; adds strategic finance and special situations depth to LDWY.
- Governance engagement indicators: high 2024 say‑on‑pay support (95.7%); majority‑independent board; active committees; attendance >75%.
- Formal anti‑hedging and clawback policies in place; GCN members deemed independent under Nasdaq criteria.
-
Risks/Watchouts
- Material related‑party financings between LDWY and entities led by Mr. Swenson (Air T; AO Partners Fund) at 8.0% and 13.5% rates, though pre‑approved by Audit Committee—ongoing conflict‑of‑interest optics; monitor pricing and amendments.
- Pledged LDWY shares (via AO Partners Fund) present alignment and potential forced‑sale risks.
- No Lead Independent Director while the Chair role is held by a Co‑CEO; board asserts active independent director involvement, but structure merits attention.
-
Process/Controls
- Related‑party transactions reviewed under a formal policy by the Audit Committee.
- Compensation consultant not retained for 2024, indicating lower reliance on external benchmarking; can be positive for cost, but watch for rigor in comp decisions.
-
Attendance/Engagement
- Board met once in the transition period; committees met (Audit twice; GCN once); all directors >75% attendance and attended 2024 annual meeting—adequate engagement given transition calendar.