Wayne Walker
About Wayne R. Walker
Independent director of Petros Pharmaceuticals since 2020; age 65. Background spans 35+ years in corporate governance, turnaround management, restructuring, and bankruptcy. Founder and President of Walker Nell Partners (1998–present); previously Senior Counsel in DuPont’s Securities & Bankruptcy group. Education: J.D. (Catholic University), B.A. (Loyola University New Orleans); attorney licensed in Georgia; member of ABA, American Bankruptcy Institute, and Turnaround Management Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walker Nell Partners, Inc. | Founder & President | 1998–present | Governance/turnaround consulting |
| DuPont Company (Corporate Secretary’s office) | Senior Counsel, Securities & Bankruptcy | ~15 years (pre-1998) | Corporate governance, restructuring |
| BridgeStreet Worldwide, Inc. | Chairman of the Board | 2013–2014 | Board leadership |
| Last Call Operating Companies | Chairman of the Board | 2016–2018 | Board leadership |
| National Philanthropic Trust | Chairman of Board of Trustees | 2013–2020 | Nonprofit governance |
| City of Philadelphia Board of Education | Vice President | 2018–2020 | Public board governance |
| Seaborne Airlines; Green Flash Brewery; Eagleville Hospital & Foundation | Director/Trustee | Various (not dated) | Board roles |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AMMO, Inc. (NASDAQ: POWW) | Director | 2022–present | Ammunition products |
| AYRO, Inc. (NASDAQ: AYRO) | Director | Dec 2020–present | Compact EV manufacturer; Petros Chair Joshua Silverman also acts as director/acting CEO of AYRO, creating a potential interlock |
| Pitcairn Company | Director; Chair, Compensation Committee | 2018–present | Compensation oversight |
Board Governance
- Independence: Board determined Walker (and all current directors) meet Nasdaq independence standards .
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Attendance: Board held 7 meetings in FY2023; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2023 annual meeting .
- Audit Committee expertise: Committee fully independent; financial literacy; Audit Chair Bernstein designated financial expert .
- Governance policies: Code of Business Conduct and Ethics available; formal nomination processes; defined risk oversight roles across committees .
- Trading policies: Company prohibits hedging and pledging of company stock (alignment positive signal) .
Fixed Compensation
| Metric | FY2023 |
|---|---|
| Annual cash retainer (non-employee director policy) | $60,000 per director |
| Annual cash retainer (Vice Chairman policy) | $200,000 |
| Wayne Walker – Fees earned/paid in cash | $72,000 |
Performance Compensation
| Grant | Grant Date | Quantity | Exercise Price | Vesting | Option Award Value |
|---|---|---|---|---|---|
| Non-employee director option | Apr 10, 2023 | 39,000 | $0.99 | Vests Apr 10, 2024 (service-based) | Included in $75,965 total option value |
| Non-employee director option | Dec 21, 2023 | 40,000 | $1.41 | Vests Apr 10, 2024 (service-based) | Included in $75,965 total option value |
| Wayne Walker – Total option awards (FY2023 value) | — | — | — | — | $75,965 |
Performance metric framework (plan-level, not director-specific):
- The Amended & Restated 2020 Omnibus Incentive Compensation Plan permits performance objectives including EPS, revenue, EBITDA, TSR, cash flow, market share, regulatory milestones, and strategic project completion, measured absolute or relative vs peers/indices . Directors’ 2023 option grants were time-based; no director-specific performance metrics disclosed .
Other Directorships & Interlocks
| Entity | Relationship | Governance Signal |
|---|---|---|
| AYRO, Inc. | Both Wayne Walker (director) and Petros Chairman Joshua Silverman (director/acting CEO) serve on AYRO’s board | Information flow/interlock; monitor for potential related-party exposure or decision influence across boards |
Expertise & Qualifications
- Legal/governance expertise: Corporate governance, restructuring, bankruptcy; extensive board leadership across corporate and nonprofit sectors .
- Education/licensure: J.D. (Catholic University), B.A. (Loyola); licensed attorney in Georgia; member ABA, ABI, TMA .
- Committee leadership: Current Chair of Petros Nominating & Corporate Governance Committee; Chair of Pitcairn Compensation Committee .
Equity Ownership
| Metric | Record Date (Oct 14, 2024) | Record Date (Feb 19, 2025) |
|---|---|---|
| Beneficial ownership – shares | 92,315 (less than 1%) | 92,315 (less than 1%) |
| Components disclosed | 8,315 common; 84,000 vested options exercisable within 60 days | 8,315 common; 150,000 restricted common; 84,000 options vesting within 60 days (footnote) |
| Ownership % of common outstanding | <1% of 10,008,822 shares | <1% of 29,929,668 shares |
Note: The 2025 footnote lists 150,000 restricted shares plus options for Walker while the summary table shows 92,315 total beneficial shares; this discrepancy should be clarified with the company’s transfer agent or subsequent filings .
Governance Assessment
- Strengths:
- Independent director with deep governance and restructuring expertise; chairs Nominating & Governance—supports board process effectiveness .
- Active committee participation across Audit and Compensation; board attendance at least 75%—baseline engagement .
- Anti-hedging/pledging policy and adoption of Compensation Recovery (clawback) policy in Nov 2023—alignment and accountability .
- Watch items:
- Interlock with AYRO alongside Petros Chairman—monitor potential conflicts and related-party transactions; none disclosed to date .
- Minor compliance lapse: directors (incl. Walker) filed late Form 4 regarding RSUs (Jan 25, 2024 for Jan 20, 2023 grants)—administrative red flag; ensure timeliness going forward .
- Board’s unanimous recommendation in 2025 to approve large authorizations and warrant mechanics (including zero exercise price) that can cause extreme dilution—evaluate investor alignment and director oversight of capital structure changes .
- Compensation alignment:
- Director pay mix: modest cash ($72k for Walker in 2023) plus equity options (time-based vesting) aligns director incentives with equity value creation without evident short-term performance targets—standard for small-cap boards .
Overall: Walker’s governance credentials and independence are positives for board effectiveness. Key monitoring areas are interlocks, timeliness of SEC reporting, and board stewardship over highly dilutive capital actions proposed in 2025.