Carlos Garcia

About Carlos Garcia

Carlos Garcia (referenced as “Carlos M. Gonzalez” in the proxy biography) is an independent director of Laser Photonics (LASE), appointed on February 6, 2024, and currently serves as Audit Committee Chair; he is designated financially literate and independent under Nasdaq rules . The board’s skills matrix lists his age as 79 and tenure as 1 year, with strengths in finance/accounting, government/policy/legal, and technology/digital . He is a former banking executive with 25+ years at Wells Fargo, SunTrust, Banco Popular North America, and Fifth Third Bank, and has sector exposure to laser equipment and energy finance .

Past Roles

External Roles

• Managing Director, Global Pangermex, LLC (current)
• Adjunct Professor of Finance, UCF (1988–1995)
• No other public-company directorships are disclosed in the LASE proxy biography for Garcia/Gonzalez .

Board Governance

• Independence and Committee Work:
  • Independent director; Audit, Compensation, and Nominating & Corporate Governance committees consist solely of independent directors .
  • Audit Committee Chair; Garcia is financially literate and oversees audit, related-party approvals, and cybersecurity risk .
  • Compensation Committee member; chair is Tim Miller .
  • Nominating & Corporate Governance Committee member; chair is Troy Parkos .
• Executive Sessions: Independent directors meet in regular executive sessions (rotating presiding director) .
• Tenure/Skills Matrix: Age 79, Tenure 1 year; skills in finance/accounting, government/policy/legal, technology/digital .
• Shareholder Support (Aug 30, 2024 meeting): Votes For 8,710,892; Votes Withheld 21,278; Broker Non‑Votes 70,536 .

Fixed Compensation

• The 2025 proxy focuses on executive officer compensation disclosures as a smaller reporting company; specific non‑employee director cash retainers, chair fees, and meeting fees for directors (including Garcia) are not disclosed in the sections reviewed .

Performance Compensation

• Directors are eligible under LASE’s 2019 Stock Incentive Plan, which authorizes up to 10,000,000 shares and permits grants to directors, officers, employees, and consultants; change‑of‑control terms contemplate accelerated vesting if awards are not assumed .
• No specific equity awards (RSUs/PSUs/options) to Garcia are disclosed in the proxy sections reviewed .

Other Directorships & Interlocks

• No other public-company boards for Garcia/Gonzalez are disclosed in the proxy biography; the skills matrix indicates public-company board experience, which at minimum includes LASE .
• The company is majority‑influenced by entities controlled by Dmitriy Nikitin (ICT Investments, Fonon affiliates) that collectively hold ~50.5% of outstanding shares (4,438,695 + 3,000,000 + 3,000,000 + 935,000); footnotes confirm common control across these entities . LASE previously disclosed “controlled company” status under Nasdaq rules in its 2024 proxy .

Expertise & Qualifications

• Financial literacy; Audit Committee responsibilities and designation under Nasdaq rules .
• Skills Matrix attributes: Finance/Accounting; Government/Policy/Legal; Technology/Digital .
• Industry exposure: High‑tech lasers and photovoltaic manufacturing; energy finance .
• Academic and military credentials: UCF Adjunct Professor of Finance; U.S. Army Bronze Star; retired Major .

Equity Ownership

Governance Assessment

• Positives
  • Independent Audit Chair with financial literacy; remit includes approval of related‑party transactions and cybersecurity oversight—supports risk governance .
  • All key committees composed exclusively of independent directors; regular executive sessions—enhances board independence .
  • Strong shareholder support for Garcia’s election in 2024—indicator of investor confidence .
• Concerns / Red Flags
  • Controlled company dynamic: combined holdings of ICT and Fonon affiliates (under common control) exceed 50%—potential influence risks for minority shareholders .
  • Significant related‑party transactions and short‑term affiliate financing (e.g., $5.78M distributions to Fonon Corporation in 2024; unsecured loans of $220K and $440K from ICT Investments in April 2025; 3,000,000 restricted shares issued to Fonon Quantum for Beamer assets) .
  • No formal policy for approving related‑party transactions—process risk; though Audit Committee is tasked with reviewing such transactions .
  • Alignment gap: Garcia/Gonzalez holds 0 shares—limited “skin in the game” relative to typical director ownership guidelines (no director guidelines disclosed) .
• Monitoring Items
  • Audit Committee rigor on related‑party oversight and cybersecurity program execution .
  • Evolution of board independence and committee leadership in a controlled company framework .
  • Disclosure of director compensation structure (cash retainers, equity) and ownership guidelines in future proxies .

Note on naming: Committee rosters refer to “Carlos Garcia,” while the director biography refers to “Carlos M. Gonzalez”; both references describe the same independent director appointed on Feb 6, 2024 and serving as Audit Committee Chair .