Troy Parkos

About Troy Parkos

Independent director at Laser Photonics Corporation (LASE) since August 15, 2023; currently age 54 with approximately 2 years of board tenure . Vice President at Fastenal Company since 2018; previously held sales and operations leadership roles at Fastenal from 1994–2018. Graduated Magna Cum Laude with a B.S. in Industrial Technology Management from the University of Wisconsin (May 1994) . Skills matrix indicates experience across finance/accounting, government/policy/legal, marketing/sales, technology/digital, and laser photonics industry domains .

Past Roles

External Roles

Board Governance

• Committees and roles:
  • Audit Committee: Member; committee chaired by Carlos Garcia. Mandate includes auditor selection, independence oversight, results review, risk and cybersecurity oversight, and approval of related-party transactions .
  • Compensation Committee: Member; committee chaired by Tim Miller. Mandate covers executive pay decisions, director compensation recommendations, incentive and equity plan administration, and compensation philosophy .
  • Nominating & Corporate Governance Committee: Chair. Mandate includes director/committee nominations, board evaluations, governance practices, succession planning, and guidelines .
• Independence: Qualifies as independent under Nasdaq rules; LASE’s board is majority independent and only independent directors serve on audit, compensation, and nom/gov committees .
• Executive sessions: Independent directors meet regularly without management; sessions chaired on a rotating basis by committee chairs .
• Board composition: Four directors (Wayne Tupuola, Troy Parkos, Carlos Garcia, Tim Miller) .
• Cybersecurity oversight: Audit Committee has delegated quarterly cybersecurity risk assessments; Parkos participates via Audit membership .

Fixed Compensation

• Director cash retainers and committee fees: Not disclosed in the 2025 or 2023 proxies. The Compensation Committee charter includes recommending director compensation to the board . No external compensation consultant was retained for 2024–2025 executive compensation determinations .

Performance Compensation

• Equity grants to directors (RSUs/PSUs/options), performance metrics, vesting schedules: Not disclosed for directors in the proxies. Company’s 2019 Stock Incentive Plan allows a variety of equity awards with standard vesting and change-in-control provisions, but outstanding awards were noted as none for named executive officers as of Sept 30, 2025; no director-specific grants cited .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills and experience: Finance/accounting, government/policy/legal, marketing/sales, technology/digital, and laser photonics industry .
• Industrial operations and supply chain management; experience partnering with Federal Government prime and DoD contractors; MRO/OEM familiarity .
• Public company board experience indicated (LASE) .

Equity Ownership

Governance Assessment

• Board effectiveness and independence: Parkos serves on all key committees and chairs Nominating & Corporate Governance, providing leverage over board composition and governance practices; he is independent under Nasdaq rules . Skills matrix suggests complementary operational and industry expertise .
• Ownership alignment: Parkos holds no LASE shares, implying limited “skin-in-the-game” alignment; no director ownership guidelines disclosed .
• Engagement and oversight: Participation in Audit Committee extends to cybersecurity and related-party transaction oversight, crucial given LASE’s affiliate dealings .
• Compensation governance: No disclosure of director pay structure; Compensation Committee charter covers director pay recommendations, but no consultant used in 2024–2025 (for executives), which may limit market benchmarking rigor .
• Related-party exposure and policy framework:
  • Extensive transactions with ICT Investments and Fonon affiliates: accounting services; $5,780,578 distributions in 2024 to Fonon Corporation; 2025 unsecured loans totaling $660,000 from ICT Investments; temporary advance of $30,000 from Fonon Technologies; 3,000,000 restricted shares issued to Fonon Quantum Technologies for Beamer Laser assets .
  • Red flag: 2025 proxy states no formal policy for approval of related-party transactions, despite a written policy described in the 2023 proxy—this rollback increases conflict risk and raises questions for committee oversight effectiveness (including the Audit Committee where Parkos serves) .
• Controlled shareholder context: ICT Investments and affiliates hold significant stakes; 2023 proxy explicitly described LASE as a “controlled company” under Nasdaq rules (though the board still used independent committees), underscoring the need for strong independent director oversight .

RED FLAGS

• No formal related-party transaction approval policy disclosed in 2025 despite extensive affiliate dealings; reversal from 2023’s written policy .
• Significant related-party transactions with controlling shareholder affiliates (services, distributions, loans, stock-for-assets), requiring robust independent oversight .
• Zero share ownership by Parkos; limited alignment unless other equity holdings exist not disclosed .
• Lack of disclosed director compensation structure (cash/equity mix, committee fees), making pay-for-performance or independence-incentive assessment difficult .

Implications: As an independent director and committee chair, Parkos’ effectiveness will hinge on strengthening RPT oversight (ideally reinstating formal policy), enhancing disclosure on director compensation/ownership alignment, and maintaining rigorous audit and governance controls given the controlled shareholder and affiliate transactions .