Werner F. Jansen

About Werner F. Jansen

Werner F. Jansen is Chief Executive Officer of Bloomia B.V., Lendway’s tulip and floral operations acquired in February 2024; he is listed as age 35 in LDWY’s latest proxy and was designated a Named Executive Officer for the transition period ended June 30, 2025 . He became an executive officer concurrent with LDWY’s Bloomia acquisition and is the minority member of Tulp 24.1, LLC (Bloomia’s U.S. holding company), initially at 18.6% alongside LDWY’s 81.4% majority; the LLC interests were subsequently fixed and distributions prioritized to repayment of unreturned capital contributions on September 15, 2025 . The LLC agreement identifies him as born in Utrecht, Netherlands (June 2, 1990) and currently residing in Fredericksburg, VA, underscoring bi-national experience relevant to Bloomia’s cross-border operations . Company performance context during his LDWY tenure shows TSR based on a fixed $100 investment at $21.01 in 2024 and $21.79 in 2025T, while net income improved from $(6,677)k in 2024 to $1,969k in 2025T; LDWY emphasizes pay-versus-performance disclosure and clawback compliance under Rule 10D-1 .

Past Roles

The proxy and current reports do not provide a detailed biography of Jansen’s prior positions beyond his role as CEO of Bloomia. Where disclosed, his role appears primarily through governance and financing documents tied to Bloomia/Tulp 24.1, LLC .

External Roles

No public-company board or external committee roles for Jansen are disclosed in the latest proxy or 8-Ks. The LLC documentation references W.F. Jansen and a related entity (w-euroconsultancy LLC), but does not specify external board service .

Fixed Compensation

Multi‑year compensation for Werner F. Jansen (as disclosed):

Notes:

• “All Other Compensation” reflects employer 401(k) match; amounts are as disclosed in footnotes .
• Base salaries and bonuses were set via arm’s-length negotiations; no change to annual base salary during the transition period .

Performance Compensation

Jansen’s incentive compensation is disclosed as discretionary (no stated metric targets or weightings):

Additional program context:

• LDWY reports performance linkage for NEOs in Pay Versus Performance disclosures but indicates no equity awards to Jansen; only Philp held RSUs in the period .

Equity Ownership & Alignment

• LDWY Common Stock: Jansen reported zero beneficial ownership of LDWY common as of September 24, 2025 (no vested/unvested RSUs or options) .
• Subsidiary Ownership: Jansen is the Minority Member of Tulp 24.1, LLC (Bloomia U.S. holding company) with initial 18.6% membership interest (LDWY 81.4%); on September 15, 2025 the LLC agreement fixed percentage interests and prioritized repayment of unreturned capital contributions in future distributions .
• Anti‑Hedging & Clawback: LDWY prohibits hedging of company securities and adopted a clawback policy compliant with SEC/Nasdaq rules on October 2, 2023 effective for incentive compensation thereafter .
• Pledging: No pledging disclosed for Jansen; pledge references relate to shares held by Nicholas J. Swenson/AO Partners Fund in the beneficial ownership table .

Related capital contributions and financing:

• Jansen provided approximately $400,000 of the $12.1M bridge financing used to fund the Bloomia acquisition (interest accrues annually: 8% year 1, +2% on each of four anniversaries); $1,331,000 interest expense accrued as of December 31, 2024 .
• LDWY later entered $4.0M unsecured notes (13.5% rate, maturity June 1, 2027) to fund Bloomia operations; these restrict additional indebtedness absent lender consent .

Employment Terms

• LLC Governance: Jansen is party to the Second Amended and Restated LLC Agreement for Tulp 24.1, LLC (effective September 15, 2025), fixing member percentages and establishing distribution priority to unreturned capital contributions .
• Restrictive Covenants: The LLC Agreement imposes non‑competition and non‑solicitation covenants. Non‑Competition Period runs until 12 months after a Jansen Member ceases to be a Member and has no ownership interest; scope includes U.S. competitive activity (employment, consulting, ownership, and other duties likely to use confidential information). Non‑solicitation covers customers and employees/business contacts during the Non‑Competition Period .
• Confidentiality: Robust confidentiality obligations apply during and after association with the Company; certain compelled disclosures require notice and seek confidential treatment .
• Employment Agreement: The proxy details employment agreements for LDWY’s Co‑CEOs and CFO; no LDWY employment agreement terms (severance, CIC triggers) are disclosed for Jansen beyond LLC covenants tied to his member status .

Investment Implications

• Alignment: Jansen’s zero LDWY common ownership reduces direct alignment with LDWY shareholders; however, his meaningful minority stake in Tulp 24.1, LLC and personal bridge financing indicate strong alignment with Bloomia’s performance and cash distribution prospects subject to debt covenants and capital repayment priority .
• Incentive Structure: Compensation is predominantly cash, with a discretionary bonus and no disclosed equity awards, limiting long‑term equity linkage at the LDWY parent level; this may temper equity‑driven retention but could be offset by LLC economics tied to Bloomia .
• Retention Risk: LLC non‑compete/non‑solicit provisions and fixed member interests provide structural retention and protect Bloomia’s competitive position; the 12‑month non‑compete post‑exit reduces immediate competitive risk if he departs .
• Selling Pressure: With no LDWY shares reported, near‑term insider selling pressure from Jansen is minimal; monitor future equity grants or changes in beneficial ownership for signal changes .
• Governance/Related‑Party Financing: The capital structure around Bloomia (bridge financing, 13.5% unsecured notes, and distribution priorities) concentrates control and financing within a shareholder group and the subsidiary LLC, imposing leverage and constraints that could impact Bloomia’s cash generation and distribution timing—key for Jansen’s LLC‑based economics .
• Say‑on‑Pay/Clawback: High say‑on‑pay support (95.7%) and clawback adoption mitigate governance risk; however, pay‑mix for Jansen lacks explicit performance metric linkages compared to certain other NEOs, warranting continued monitoring of future plan design .