Wayne Walker

About Wayne R. Walker

Wayne R. Walker (age 66) is an independent director of PharmaCyte Biotech (PMCB) with 35+ years’ experience in corporate governance, turnaround management, restructuring, and bankruptcy. He has served on PMCB’s board since December 2022 and brings legal and board leadership credentials (J.D., Catholic University; B.A., Loyola University New Orleans), and is licensed to practice law in Georgia . The board classifies him as an independent director under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: The board determined Walker is independent (Nasdaq definition) .
• Committee assignments (FY2024 governance structure):
  • Audit Committee: Member (Chair: Robert Weinstein); committee met 3 times in FY2024; board-designated “audit committee financial expert” is Mr. Weinstein .
  • Compensation Committee: Member (Chair: Jonathan Schechter) .
  • Nominating Committee: Chair (members: Walker, Schechter, Weinstein) .
• Attendance: In FY2024, the board met 3 times; board committees met 7 times. No director attended fewer than 75% of applicable meetings .
• Leadership and independence safeguards: CEO and Chairman roles are combined (Interim); the board has no formal Lead Independent Director, though all directors other than the Chair/CEO are independent .
• Hedging: Insider Trading Policy prohibits hedging/monetization transactions by directors and other covered persons .
• Clawback: Equity awards are subject to the company’s clawback policy (forfeiture/recovery if triggered) .

Fixed Compensation

• Director Compensation Policy (adopted Nov 17, 2023): annual cash retainer $60,000 plus $10,000 per committee chairmanship; employee directors receive no additional board pay .

Performance Compensation

• Plan design safeguards: minimum 1-year vesting for awards (with limited exceptions), no discounted options, no repricing without shareholder approval, and director annual grant value limit .

Other Directorships & Interlocks

Potential governance consideration: Interlocks with the Chair/CEO at AYRO and PTPI may affect perceptions of independence and information flow; boards should monitor for conflicts in transactions or strategic decisions involving these companies .

Expertise & Qualifications

• Legal and governance: J.D. (Catholic University); licensed attorney in Georgia; memberships include State Bar of Georgia, American Bar Association, American Bankruptcy Institute, Turnaround Management Association .
• Corporate governance and restructuring: Founder/President of Walker Nell Partners, Inc. since 1998; extensive turnaround and bankruptcy expertise .
• Board leadership: Prior chair roles in both public and private entities; current chairmanship at WRAP and compensation chair role at Pitcairn Company .

Equity Ownership

Insider trading/pledging: Policy prohibits hedging/monetization; no specific disclosure of share pledging by directors noted in proxy materials .

Governance Assessment

• Strengths:

  • Independent director with deep governance/restructuring background; chairs the Nominating Committee; serves on Audit and Compensation committees .
  • Strong plan-level governance: no repricing without shareholder approval; minimum vesting; director grant limits; equity clawback provision; anti-hedging policy .
  • Attendance: Met or exceeded 75% threshold in FY2024 .
  • Ownership alignment: Holds options for 99,257 shares; director pay includes meaningful equity component via annual option grants .

• Watch items / potential red flags:

  • Leadership structure: Combined Chair/CEO with no Lead Independent Director, increasing reliance on committee chairs (including Walker) for oversight .
  • Director interlocks: Shared outside directorships with PMCB’s Chair/CEO at AYRO and PTPI could raise perceived independence/conflict concerns; boards should ensure robust recusal and conflict review protocols when relevant matters arise .
  • Related-party exposure at company level: PMCB’s $7.0M investment in TNF Pharmaceuticals while Mr. Silverman serves as TNF’s board chair (transaction disclosed under related person transactions) underscores need for vigilant Audit/Nominating oversight; no direct link to Mr. Walker but board-level conflict controls are pertinent .
  • Say-on-pay: 2025 advisory vote received 1,094,399 For vs 113,815 Against and 21,543 Abstain; solid support but continued monitoring advisable given micro-cap context .

• Shareholder feedback (2025 Annual Meeting results):

  • Director elections: Walker received 863,701 For and 366,056 Withheld; broker non-votes 1,993,231 .
  • Say-on-pay: 1,094,399 For; 113,815 Against; 21,543 Abstain; broker non-votes 1,993,231 .
  • Auditor ratification: 3,123,042 For; 72,371 Against; 27,575 Abstain .

Compensation structure notes for directors: Policy sets $60,000 annual retainer plus $10,000 per committee chair, and annual options valued at $60,000 vesting at next annual meeting; Walker’s FY2024 compensation was $155,000 cash fees and $110,000 option grant FV (total $265,000), reflecting committee chair service and equity alignment .

Committee composition (independence): All members of Audit and Compensation Committees are independent under Nasdaq rules; Audit Committee has an “audit committee financial expert” (Weinstein) .

Meeting effectiveness: Board met 3 times; committees 7 times in FY2024; directors expected to attend annual meetings (only one director attended in 2024), suggesting room to encourage broader annual meeting participation .

Policies: Director hedging prohibited; Nominating Committee oversees related party transactions; committee charters available on PMCB’s IR site, enhancing transparency .