Walter M. Schenker
About Walter M. Schenker
Independent director of TechPrecision Corporation since December 2016; age 78. He is General Partner and Portfolio Manager at MAZ Capital Advisors (since June 2010) and previously was a Principal at Titan Capital Management (1999–2010). He holds a B.S. from Cornell University and an M.B.A. in Finance from Columbia University. The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAZ Capital Advisors | General Partner & Portfolio Manager | Jun 2010–present | Investment leadership; portfolio management |
| Titan Capital Management, LLC | Principal | 1999–2010 | Registered investment adviser; hedge fund experience |
| Andina Acquisition Corporation III (NASDAQ SPAC) | Director; Audit Committee member | Apr 10, 2019–Jul 19, 2021 | Audit oversight for SPAC |
| Sevcon, Inc. (NASDAQ) | Director; Head of Compensation Committee | 2013–Sep 2017 | Led compensation committee; company acquired in 2017 |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MAZ Capital Advisors | General Partner & Portfolio Manager | Current | Private investment partnership |
| Andina Acquisition Corporation III | Director; Audit Committee | Former (ended Jul 19, 2021) | Nasdaq-listed blank check company |
| Sevcon, Inc. | Director; Head of Compensation | Former (ended Sep 2017) | Nasdaq-listed; acquired in 2017 |
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance Committee. Not listed on Compensation Committee .
- Audit committee financial expert: Board determined Schenker qualifies under SEC rules .
- Independence: Board determined Schenker is independent under Nasdaq listing standards .
- Meetings and attendance (FY2025): Board met 11 times; Audit 4; Compensation 3; Nominating 2. Each incumbent director attended at least 75% of board and committee meetings; directors attended the 2024 annual meeting by teleconference .
- Board leadership: Chair role is separate from CEO to strengthen independent oversight .
- Audit Committee report: Schenker signed as Audit Chair; committee recommended inclusion of audited financials in the FY2025 10-K .
Fixed Compensation
| Metric | FY2025 Amount |
|---|---|
| Fees Earned (cash) | $26,500 |
| Option Awards | — |
| Stock Awards | — |
| Total | $26,500 |
Director fee schedule (policy):
| Fee Category | Annual Fee |
|---|---|
| Non-employee director retainer | $24,000 |
| Audit Committee Chair | $7,500 |
| Chairman of the Board | $20,000 |
| Chair – Compensation or Nominating & Governance | $5,000 |
Note: Schenker’s actual fees earned in FY2025 ($26,500) reflect service and role timing within the fiscal year relative to the fee schedule changes .
Performance Compensation
| Component | Disclosure |
|---|---|
| Annual equity grant policy | Restricted stock equivalent to $45,000; vests on one-year anniversary |
| FY2025 director equity grants | Aggregate 54,880 restricted shares granted to four non-employee directors on Jan 24, 2025; vest Dec 19, 2025 |
| Performance metrics for director equity | None disclosed; time-based vesting |
Other Directorships & Interlocks
| Company | Role | Current/Former | Committee/Notes |
|---|---|---|---|
| Andina Acquisition Corporation III | Director; Audit Committee member | Former | Governance/financial oversight experience |
| Sevcon, Inc. | Director; Head of Compensation Committee | Former | Led comp committee at public company |
- Interlocks with TPCS customers/suppliers: None disclosed in related person transactions .
Expertise & Qualifications
- Capital markets and investment experience as fund manager; public company board experience (Andina; Sevcon) .
- Audit committee financial expert designation .
- Education: B.S. Cornell; M.B.A. Columbia (Finance) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 389,122 |
| Ownership as % of shares outstanding | 3.91% |
| Shares outstanding (record date 10/1/2025) | 9,952,950 |
| Options exercisable within 60 days | 25,000 |
| Indirect holdings via MAZ Partners LP (shared voting/dispositive power) | 300,902 |
| IRA holdings (direct) | 14,500 |
| Pledging/Hedging | Hedging prohibited by policy; no pledges leading to change in control disclosed |
Insider Trades (last 24 months)
| Date | Type | Shares | Price | Direct Holdings After | Indirect Holdings |
|---|---|---|---|---|---|
| 08/15/2025 | Disposition (sales; coded “G”) | 10,000 | — | 53,220 | 300,902 (MAZ Partners LP; beneficial ownership disclaimed except pecuniary interest) |
| 09/26/2025 | Acquisition (direct) | 10,000 | $0 | 63,220 | 300,902 (MAZ Partners LP; beneficial ownership disclaimed except pecuniary interest) |
Filing signatures indicate attorneys-in-fact; explanatory statements in Form 4s disclaim beneficial ownership of MAZ-held shares except to extent of pecuniary interest .
Governance Assessment
-
Strengths
- Independence affirmed; serves as Audit Chair and is designated audit committee financial expert, supporting board oversight quality .
- Attendance met minimum standards; board and committees maintained active cadence in FY2025 .
- Meaningful ownership (3.91%) aligns interests; options exercisable within 60 days indicate long-tenured equity participation .
- Director hedging is prohibited, reducing misalignment risk .
-
Watch items
- Indirect control of a significant stake via MAZ Partners (shared voting/dispositive power) could present perceived influence; however, company discloses no related person transactions >$120,000 since April 1, 2022 and enforces Audit Committee review of related transactions .
- Variance between fee schedule and actual fees earned suggests mid-year role transitions; continued monitoring of role-based fee changes advisable .
-
Compensation structure signals
- Shift toward time-based restricted stock grants ($45,000 policy; FY2025 aggregate grant) underscores move from options toward RS/time-based equity observed in prior proxy (FY2023 policy: options or restricted stock; lower chair fees). This reduces risk profile for directors and may modestly improve alignment via guaranteed equity vesting, though no performance metrics are disclosed for director grants .
Related-Party Exposure
- Policy: Audit Committee must review and approve related party transactions; seeks market-based evidence .
- Disclosures: No related person transactions >$120,000 since April 1, 2022 .
- Hedging: Prohibited for directors, officers, employees (short sales, derivatives, hedging arrangements) .
Say-on-Pay & Shareholder Feedback (context)
- Annual say-on-pay frequency chosen by shareholders in 2022; advisory votes held annually .
Summary Signals for Investors
- Board effectiveness: Strong audit leadership and independence; attendance and meeting cadence supportive of oversight .
- Alignment: 3.91% ownership with additional indirect holdings; hedging prohibited; director equity grants time-based (watch for lack of performance linkage) .
- Conflicts: No material related-party transactions; indirect MAZ holdings disclosed and disclaimed; Audit Committee oversight in place .