Thomas Vecchiolla
About Thomas Vecchiolla
Thomas A. Vecchiolla is an independent director of Gencor Industries, serving since July 2021. He is the current President and Chief Executive Officer of QinetiQ US and previously served as Chairman and CEO of First Light Acquisition Group, and as a director of Calidi Biotherapeutics until January 2024. He is a former Chairman, CEO and President of ST Engineering North America, and earlier served as President of Raytheon International and Vice President at Raytheon Integrated Defense Systems. A former U.S. Naval Aviator and Department of Defense Acquisition Professional, he holds a B.S. from the U.S. Naval Academy and an M.S. from the University of Southern California; his age is disclosed as 68 (as of January 23, 2024) and 70 (as of August 11, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon International, Inc. | President | 2002–2017 | Led global operations and sales |
| Raytheon Integrated Defense Systems | Vice President | 2002–2017 | Senior leadership in defense systems |
| ST Engineering North America | Chairman, CEO & President | — | Led U.S. subsidiary of Singapore Technologies Engineering |
| Artisan Consulting, LLC | Founder (Boutique consulting) | — | Established consulting firm |
| U.S. Navy | Naval Aviator; DoD Acquisition Professional | — | Defense acquisition expertise |
Note: “—” indicates not disclosed. Exact dates for ST Engineering NA and Artisan Consulting are not specified in the proxy .
External Roles
| Organization | Exchange/Ticker | Capacity | Dates |
|---|---|---|---|
| QinetiQ US | — | President & CEO | Current (as of 2025) |
| First Light Acquisition Group (FLAG) | NYSE: FLAG | Director & Operating Partner | Jul 2021–Sep 2023 |
| Calidi Biotherapeutics | NASDAQ: CLDI | Director | Sep 2023–Jan 2024 |
Board Governance
| Committee/Body | Role | Fiscal Period | Meetings Held | Attendance |
|---|---|---|---|---|
| Audit Committee | Chairman; Audit Committee Financial Expert; Independent | FY 2022 (reported in 2023 proxy) | 4 | Attended each meeting |
| Audit Committee | Chairman; Audit Committee Financial Expert; Independent | FY 2023 (reported in 2024 proxy) | 4 | Attended each meeting |
| Compensation Committee | Member; Independent | FY 2022 | 1 | Committee met once |
| Compensation Committee | Member; Independent | FY 2024 | 1 | Committee met once |
| Board of Directors | Director (Class B stockholders’ slate) | FY 2024 | 4 | All directors participated in each meeting |
- Committees are composed solely of independent directors under NYSE American rules; Audit Committee currently three independent directors .
- Footnote confirms he is a member of the Compensation Committee and Chairman of the Audit Committee and designated the “audit committee financial expert” .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash (USD) | $22,500 | $24,000 | $24,000 |
| Option Awards (USD) | $0 | $0 | $0 |
| Total (USD) | $22,500 | $24,000 | $24,000 |
| Fee Structure (policy) | $1,500/month retainer; $1,000 per Board meeting; $500 per committee meeting | $1,500/month; $1,000 Board; $500 committee | $1,500/month; $1,000 Board; $500 committee |
Performance Compensation
| Element | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity Awards Outstanding (as of fiscal year-end) | None | None | None |
| Stock Options Outstanding (as of fiscal year-end) | None | None | None |
| Performance Metrics Tied to Director Pay | Not disclosed/not used | Not disclosed/not used | Not disclosed/not used |
Company disclosures indicate no outstanding equity awards and that compensation actually paid is principally fixed cash; the Compensation Committee did not use TSR or net income as metrics in compensation plans for the years shown (executive context; no director performance metrics disclosed) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Relevance |
|---|---|---|
| Calidi Biotherapeutics (CLDI) | Director (resigned Jan 2024) | Biotech; no related-party transactions disclosed with GENC |
| First Light Acquisition Group (FLAG) | Director & Operating Partner | SPAC; no related-party transactions disclosed with GENC |
| QinetiQ US | President & CEO | Defense technology; no related-party transactions disclosed with GENC |
Expertise & Qualifications
- Audit committee financial expert designation; chairs Audit Committee .
- 40+ years leadership in industrials/technology; global operations and sales .
- U.S. Naval Aviator and DoD acquisition expertise .
- Education: B.S. U.S. Naval Academy; M.S. University of Southern California .
Equity Ownership
| As-of Date | Common Stock | Class B Stock | Percent of Class (Common) | Percent of Class (Class B) |
|---|---|---|---|---|
| Jan 23, 2022 (proxy reference date) | — | — | — | — |
| Jan 29, 2024 (proxy reference date) | — | — | — | — |
| Aug 11, 2025 (proxy reference date) | — | — | — | — |
No director stock ownership guidelines or pledging/hedging policies for directors were disclosed; no shares beneficially owned or options outstanding are reported for Mr. Vecchiolla in the cited periods .
SAY-ON-PAY & Shareholder Feedback
| Proposal | Class | Votes For | Votes Against | Abstain/Withheld | Broker Non-votes |
|---|---|---|---|---|---|
| Say-on-Pay (Advisory) – Mar 31, 2023 | Common | 7,856,562 | 157,060 | 16,946 | 1,607,671 |
| Say-on-Pay (Advisory) – Mar 31, 2023 | Class B | 2,318,857 | — | — | — |
| Frequency of Say-on-Pay – Mar 7, 2024 | Common | 3 Years: 4,000,658 | 2 Years: 17,657 | 1 Year: 4,899,798 | 1,194,481 |
| Frequency of Say-on-Pay – Mar 7, 2024 | Class B | 3 Years: 2,318,857 | 2 Years: — | 1 Year: — | — |
Additional Governance Signals
- Auditor oversight: Audit Committee (chaired by Vecchiolla) recommended MSL, P.A. in 2023–2024 proxies, with disclosed fees of $253,500 (2023) and $198,000 (2022); in 2025, shareholders ratified Berkowitz Pollack Brant Advisors + CPAs as the new auditor .
- Related-party transactions: Company reports no related party transactions in fiscal 2022, 2023, or 2024 .
- Director elections: Vecchiolla elected on Class B slate in 2023 and 2024 annual meetings; all nominees duly elected .
- Family control context: Proxy footnotes disclose family relationships among executives (E.J. Elliott, Marc G. Elliott, Eric E. Mellen), indicating a controlled company structure; committee independence is maintained .
Governance Assessment
- Independence and oversight: Strong on paper—chairs Audit Committee as the designated financial expert; committees composed solely of independent directors; consistent meeting attendance supports engagement .
- Alignment risk: No disclosed share ownership and no equity compensation for the director over multiple years may weaken “skin-in-the-game” alignment; compensation is entirely low fixed cash plus meeting fees .
- Process rigor: Audit Committee reports reference PCAOB AS 1301 communications and auditor independence reviews; change of auditor in 2025 was ratified by shareholders—neutral signal but underscores active oversight .
- Compensation governance: Compensation Committee (member) met infrequently (once per year in disclosed periods) and does not retain a consultant under retainer; may utilize as needed—adequate but limited cadence .
- Shareholder support: Say-on-pay advisory in 2023 passed; 2024 vote set frequency to triennial—indicates general support for compensation framework (primarily relevant to executives) .
- Conflicts and related-party exposure: No related-party transactions disclosed; external executive role at QinetiQ US noted with no transactions disclosed with GENC—a low apparent conflict profile based on filings .
RED FLAGS: Absence of director equity ownership and purely cash-based compensation reduces ownership alignment; limited Compensation Committee meeting frequency may constrain oversight depth .