Tim Miller
About Tim Miller
Independent director of Laser Photonics Corporation (LASE). Age 71, joined the Board on August 22, 2024; brings four decades of laser systems operating experience, four USPTO patents, and a BS in Computer Science from University of Central Florida (1978) . Current tenure on LASE’s board: ~1 year as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Control Micro Systems, Inc. (CMS) | Founder & CEO | 1983–2019 (exit in 2019) | Built global industrial laser systems capability; 55 employees; >$10M annual revenue; sold to 600 Group PLC for >$10M; 4 patents |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in LASE proxies |
Board Governance
- Committees: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) .
- Independence: Board identifies Miller as independent under Nasdaq rules; independent directors are the only members of Audit, Compensation, and Nominating & Corporate Governance committees .
- Executive sessions: Independent directors meet regularly without management; committee chairs rotate as presiding directors .
- Board composition snapshot: Four directors; Miller age 71, tenure 1 year; skills matrix indicates laser photonics, finance/accounting, marketing/sales experience .
- Attendance: No meeting attendance rates disclosed in the 2024/2025 proxies.
Fixed Compensation
- Director cash retainers, committee fees, and meeting fees: Not disclosed; Compensation Committee is responsible for reviewing and recommending director compensation .
Performance Compensation
- Director equity (RSUs/PSUs/options) and any performance-conditioned grants: Not disclosed for directors in the 2024/2025 proxies. Compensation Committee administers incentive plans generally .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public boards listed for Miller |
Expertise & Qualifications
- Industry/operator: Pioneer in laser manufacturing systems; long-term CEO/operator experience scaling CMS and executing an exit .
- Technical: Four patents in laser manufacturing; BS in Computer Science (UCF, 1978) .
- Governance: Chair of LASE Compensation Committee; independent member of Audit and Nominating & Corporate Governance committees .
- Skills matrix: Laser photonics industry, finance/accounting, marketing/sales; Age 71; tenure 1 year .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Tim Miller | Not disclosed | Not disclosed | 22,477,567 shares outstanding; table lists other directors with 0 shares; group total directors/officers 1.6%—Miller’s specific holdings not shown |
Stock ownership guidelines, vesting breakdown (vested vs. unvested), options status (exercisable vs. unexercisable), pledging/hedging policies: Not disclosed for directors in the 2025 proxy .
Governance Assessment
- Committee leadership and expertise: Positive. Miller chairs Compensation and sits on Audit and Nominating & Governance—appropriate independence and relevant operator/technical experience for oversight .
- Independence within a controlled company context: Mixed. In 2024, LASE identified as a “controlled company” but did not take exemptions; in 2025, a majority-independent board and independent-only key committees persist—constructive governance posture .
- Executive sessions: Positive. Regular independent director sessions without management enhance board effectiveness .
- Ownership alignment: Unknown. Miller’s beneficial ownership is not reported; limited visibility into director skin-in-the-game is a gap .
- Related-party exposure: Significant and persistent. LASE maintains a 6.5% royalty license with ICT Investments (affiliate), made large distributions/payments to affiliates, accepted unsecured short-term loans from ICT Investments and Fonon Technologies, and issued 3,000,000 restricted shares to Fonon Quantum for Beamer assets—all while the 2025 proxy states no formal policy for related-party transactions. These raise oversight and conflict concerns for the board and its committees.
- 6.5% royalty to ICT Investments on Laser Photonics-branded equipment .
- 2024 payments: $65,000 to ICT Investments for services; $5,780,578 distributed to Fonon Corporation (marketing/payroll, shared facilities/overhead) .
- 2025 liquidity: $220,000 and $440,000 unsecured loans from ICT Investments; $30,000 advance from Fonon Technologies (repaid) .
- Beamer Laser assets purchase: 3,000,000 restricted shares issued to Fonon Quantum (affiliate) .
- Policy shift: 2025 proxy states no formal related-party transaction approval policy—contrasts with 2024 proxy that described a written policy overseen by the Audit Committee .
- Potential optics related to CMS: LASE “recently acquired” CMS assets; Miller is the former CMS founder/CEO (exited in 2019). While no related-party terms are disclosed for the CMS asset acquisition, the affiliation may raise perceived conflict risk; clear disclosure and committee oversight would be prudent .
RED FLAGS
- Lack of formal related-party transaction policy in 2025 despite extensive affiliate transactions (policy existed in 2024) .
- Extensive ongoing transactions with ICT Investments/Fonon affiliates (royalties, services, distributions, loans, share issuance for asset purchase) elevate conflict risk and board oversight demands .
- Director ownership transparency gap (Miller’s specific holdings not reported) limits assessment of alignment .
Monitoring Items for Investors
- Audit Committee’s handling of related-party transactions given 2025 policy gap .
- Compensation Committee leadership by Miller—ensure director/executive pay remains performance-linked and market-appropriate without consultant reliance (Committee noted no consultants used in 2024/2025 for executives) .
- Disclosure on director equity grants/ownership guidelines to enhance alignment visibility .
- Clarification on any residual ties to CMS in LASE’s “recent” asset acquisition to mitigate perceived conflicts .