Wayne Walker
About Wayne R. Walker
Wayne R. Walker, age 66, is an independent director of StableX Technologies, Inc. (SBLX) since December 2020, with over 35 years of experience in corporate governance, restructuring, and bankruptcy matters . He founded Walker Nell Partners, Inc. in 1998 and previously served 15 years at DuPont in the Corporate Secretary’s office as Senior Counsel; he holds a J.D. from Catholic University and a B.A. from Loyola University New Orleans . His SBLX independence is evidenced by non-employee director status in the company’s October 31, 2025 option grant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walker Nell Partners, Inc. | Founder & President | 1998–present | Governance and restructuring advisory leadership |
| DuPont (E. I. du Pont de Nemours and Company) | Senior Legal Counsel; Corporate Secretary’s Office | 1984–1998 | Securities, bankruptcy, and corporate governance work; global leadership teams (Corian, Electronic Materials) |
| ParenteBeard LLC | Partner | 2001–2004 | Accounting/consulting leadership |
| WRAP Technologies, Inc. (WRAP) | Director; Chairman of the Board | 2018–2023 (Chair from 2022) | Compensation Committee member; Governance Committee leadership; Lead Independent Director (prior) |
| Pitcairn Company | Director; Chair, Compensation Committee | 2018–2023 | Compensation oversight for multi-family office |
| National Philanthropic Trust | Chair, Board of Trustees | 2013–2020 | Oversight of donor-advised fund charity |
External Roles
| Organization | Role | Start Date | Committees |
|---|---|---|---|
| Pitney Bowes Inc. (PBI) | Independent Director | Sep 15, 2025 | Governance Committee; Executive Compensation Committee |
| PharmaCyte Biotech, Inc. (PMCB) | Director | Dec 2022 | Chair, Nominating; Member, Audit; Member, Compensation |
| Outdoor Holding Company (formerly AMMO, Inc., POWW) | Director | 2022 | Not disclosed |
| StableX Technologies, Inc. (SBLX; formerly AYRO, Inc.) | Director | Dec 2020 | See Board Governance below |
Board Governance
- Independence: Identified as a “non-employee director” in SBLX’s October 31, 2025 option grant .
- Years of service: Director since December 2020 at SBLX .
- Committee roles (historical company context): As of late 2024 at AYRO (pre–name change to SBLX), he served on the Nominating & Corporate Governance Committee and was its chairman alongside Greg Schiffman and Zvi Joseph . In April 2025, the Nominating Committee composition was reported as Greg Schiffman (chair) and Zvi Joseph, indicating changes in committee assignments year-over-year .
- Compensation governance reference: The October 31, 2025 director option grants were approved by the Compensation and Human Resources Committee (membership not disclosed) .
Fixed Compensation
- Cash retainer and fees: The company pays cash fees to directors; while Wayne Walker’s specific cash amounts are not disclosed, a departing director (George Devlin) received a one-time payment of $35,437.50 equal to cash fees for the period September 2025 through May 2026, evidencing a cash component to director pay .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Strike | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Options (Director grant) | Oct 31, 2025 | 22,723 options | Greater of $6.25 or FMV on grant date | 75% vested at grant; 25% vests Dec 31, 2025 (service condition) | 10 years | Granted under SBLX Long-Term Incentive Plan |
| RSUs (vested) | As of Sep 5, 2025 record date | 881 shares | N/A | Vested (included in beneficial ownership) | N/A | Footnote confirms RSUs vested and count |
Other Directorships & Interlocks
- Current public boards: SBLX, PBI, PMCB, Outdoor Holding/AMMO .
- Conflicts: Pitney Bowes disclosed no Item 404(a) related-party transactions for Mr. Walker upon his appointment (reducing conflict risk at that issuer) .
- Industry overlap: External roles span logistics (PBI), biotech (PMCB), and outdoor goods (POWW); no direct stablecoin/securities conflicts identified from filings .
Expertise & Qualifications
- Corporate governance, restructuring, and bankruptcy specialization; founding and leadership of Walker Nell Partners .
- Legal credentials: J.D. (Catholic University) and B.A. (Loyola University New Orleans) .
- Committee leadership track record (e.g., PMCB chair of Nominating; WRAP chair of Board) .
Equity Ownership
| Metric | As of Record Date | Details |
|---|---|---|
| Total Beneficial Ownership (Common + RSUs) | 1,372 shares | Less than 1% of Common Stock outstanding; composed of 491 common shares and 881 vested RSUs |
| Ownership % of Common | <1% | Based on 888,978 shares outstanding at Sep 5, 2025 record date |
| Vested vs Unvested | Vested RSUs: 881; Common: 491 | Options granted Oct 31, 2025 are separate from ownership at record date |
| Pledging/Hedging | Not disclosed | No pledging disclosed in available filings |
Governance Assessment
- Alignment and incentives: Director equity mix includes vested RSUs and new options with a near-term vesting tranche, increasing at‑risk exposure to stock performance . The Plan contemplates performance awards, RSUs, and options, with recoupment via a company clawback policy, strengthening accountability .
- Independence and engagement signals: Independent, non‑employee status; historical committee leadership on Nominating/Governance suggests board process expertise . Current SBLX committee membership not fully disclosed in special meeting materials; continued disclosure of compensation actions via 8‑K indicates functioning Compensation governance .
- Potential red flags: Company-level dilution risk from Series I preferred/warrants and price-based anti-dilution features under Nasdaq Rule 5635(d) raises investor confidence concerns; significant potential issuance >20% of outstanding stock could pressure governance optics and shareholder alignment . Related-party transactions with a subsidiary president’s controlled entities (non-Walker) underscore oversight importance of Audit/Nominating committees .
- Legal protections: Delaware DGCL-limited director liability and broad indemnification disclosed in SBLX’s registration statements; standard for public issuers but can reduce perceived personal accountability if not paired with strong oversight .
RED FLAGS
- Dilution mechanics tied to Series I Preferred Stock, warrants, and placement agent warrants with price-based adjustments (material dilution risk) .
- Related-party spend to entities controlled by an executive (not Walker) totaling $1.29M YTD through Q3 2025; requires robust Audit Committee oversight .
- Limited disclosure on current committee assignments and meeting attendance for 2025 (reduces transparency into board effectiveness) .
Note: Where specific director cash components (retainer/committee fees) or attendance rates are not disclosed in the special meeting proxy and recent 8-Ks, they are omitted per disclosure availability .
Appendix: Key Source Pointers
- SBLX DEF 14A (Sep 18, 2025) – Security ownership; Plan features; special meeting proposals .
- SBLX 8‑K (Oct 31, 2025) – Director option grants and vesting .
- SBLX 10‑Q (Nov 14, 2025) – Subsequent events; director grants; related-party transactions .
- Pitney Bowes 8‑K (Sep 10, 2025) – External board appointment; committees; age; background .
- PharmaCyte – Board committees and role .
- WRAP DEF 14A – Chairmanship and committee context .