Wayne Tupuola
About Wayne Tupuola
Chairman and Chief Executive Officer of Laser Photonics (LASE); director since 2019. Age 65, tenure 6 years, with a Communications degree from the University of Phoenix . Dual role as CEO and Chairman; the Board has three independent directors and holds regular executive sessions, with all key committees composed solely of independents, which partially mitigates independence concerns . Revenue scale remains small; management disclosed net revenues of $3.4M for FY2024 vs $3.9M for FY2023, underscoring early-stage execution risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Laser Photonics (LASE) | Chairman, President & CEO; Director | 2019–present | Overall leadership; public company governance |
| Fonon Corporation (affiliate) | Director & VP of Operations | Sep 2015–Dec 2015 | Led operations at affiliate, building laser systems capability |
| Florida high-tech companies | Industrial Consultant | Jan 2014–May 2015 | Advisory/operations improvement engagements |
| ICT Investments affiliate | VP of Operations | 2007 (start; end not disclosed) | Operations leadership across portfolio companies |
| Sumitomo, ON Semiconductor, Thermo-Electron | Operations/manufacturing roles | Not disclosed | Semiconductor and industrial operations experience |
External Roles
- None disclosed for public company boards, non-profits, or academia for Mr. Tupuola in the latest proxies .
Fixed Compensation
Multi-year compensation (Named Executive Officer):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 200,000 | — | — | — | — | 200,000 |
| 2023 | 200,000 | 0 | 0 | 0 | 9,661 | 209,661 |
| 2022 | 88,423 | 12,500 | 101,760 | 0 | 715 | 483,398 |
Notes:
- Company did not retain a compensation consultant in 2024–2025; committee oversight is in place .
Performance Compensation
Program design and vesting mechanics (disclosure is principles-based; specific annual targets/payouts not provided):
| Incentive Type | Metric/Weighting | Target | Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Annual cash bonus | Corporate and individual goals; weights set annually by Compensation Committee | Not disclosed | Not disclosed | Not disclosed | Annual determination; pay-for-performance emphasis |
| Equity awards (2019 Plan) | Not metric-based by default; options/RSUs at Board discretion | N/A | N/A | N/A | Typical vesting: 25% at year 1 anniversary, remainder in equal quarterly installments through year 4; options at FMV; 10-year max term |
| Change-in-control treatment (2019 Plan) | If awards are not assumed by acquirer | N/A | N/A | N/A | Full vesting of options/SARs; performance awards deemed at target pro rata; RS/RSU restrictions lapse; payment within ~45 days |
- Outstanding equity awards: none for named executive officers as of 12/31/2023 and as of 9/30/2025, indicating no unvested overhang for Mr. Tupuola .
Equity Ownership & Alignment
| As-Of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nov 10, 2025 | 351,760 | 1.6% | No outstanding stock options/RSUs for NEOs as of 9/30/2025 |
| Jul 19, 2024 | 351,760 | 2.87% | Share count unchanged from 2024 to 2025 |
Additional alignment considerations:
- No outstanding options/RSUs for NEOs as of latest disclosures; therefore no near-term forced selling from scheduled vests .
- Insider trading policy in place; proxies do not expressly disclose hedging/pledging prohibitions, nor any shares pledged by Mr. Tupuola .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | Not specifically disclosed for CEO in latest proxies |
| Severance | Company states executives “will be entitled to specified benefits” under certain termination events; terms not detailed for CEO |
| Change-in-control | 2019 Plan provides acceleration if awards are not assumed by an acquirer (see Performance Compensation) |
| Auto-renewal/non-compete | Not disclosed |
| Indemnification | Broad D&O indemnification and advancement provided under charter/bylaws |
Company Performance Context (Pay vs. Performance backdrop)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $3,894,901* | $3,939,473* | $3,367,681* |
| EBITDA | $(1,631,806)* | $(2,824,855)* | $(4,558,539)* |
| Net Income | $(2,094,064)* | $(3,318,171)* | $(2,518,827)* |
Values marked with an asterisk (*) retrieved from S&P Global.
- Management narrative aligns with revenue trend: FY2024 net revenues of ~$3.4M vs ~$3.9M in FY2023 per proxy disclosures .
Performance & Track Record; Risk Indicators
- Share count for Mr. Tupuola unchanged in ownership tables (351,760) from 2024 to 2025, suggesting no net Form 4 selling/purchasing activity affecting beneficial ownership between those cutoffs; we did not locate Form 4 transaction details in the filings index searched .
- The company faced SEC filing timeliness issues in 2025 (NT 10-Q filed in November 2025) and was previously notified by Nasdaq for delinquency, later regaining compliance with annual filing per June 2025 8-K—indicating reporting/control execution risk .
Board Governance (including dual-role implications)
- Board: four directors; three independent; all Audit, Compensation, and Nominating & Governance committees comprised solely of independents; regular executive sessions without management .
- Committee composition:
- Audit: Troy Parkos, Carlos Garcia (Chair), Tim Miller
- Compensation: Troy Parkos, Carlos Garcia, Tim Miller (Chair)
- Nominating & Corporate Governance: Troy Parkos (Chair), Carlos Garcia, Tim Miller
- Controlled company status noted in 2024 (ICT Investments and affiliates held majority voting power); company did not exempt itself from independence requirements, but concentrated control remains a governance risk .
- Mr. Tupuola signs as Chairman and CEO; dual role may limit independent oversight, partially mitigated by independent committees and executive sessions .
Related Party Transactions (governance red flags)
- 2024: $5,780,578 distributed to Fonon Corporation (majority payroll-related for marketing/sales support; portion for shared facilities/overhead) .
- 2025: Unsecured loans from ICT Investments ($220,000 on April 3; $440,000 on April 16) with fixed interest amounts and short maturities; a $30,000 temporary advance from Fonon Technologies, repaid the following month .
- August 5, 2025: Issuance of 3,000,000 restricted shares to Fonon Quantum Technologies to acquire Beamer Laser assets .
- Royalty/license arrangements with affiliates continue (e.g., 6.5% royalty to ICT Investments for licensed tech) .
Say-on-Pay & Shareholder Feedback
- No advisory say-on-pay proposals in 2024 or 2025; agendas limited to director elections and auditor ratification .
Expertise & Qualifications
- 24+ years of hands-on industrial operations experience across semiconductor, aerospace, food & beverage, and commercial industries (Sumitomo, ON Semiconductor, Thermo-Electron), plus portfolio-operations leadership at ICT affiliates .
- Communications degree (University of Phoenix) .
Investment Implications
- Alignment: Modest cash pay ($200k) and no outstanding equity awards for NEOs as of 2025 reduce near-term selling pressure but may limit multi-year retention incentives if fresh performance-based equity is not granted; unchanged CEO share count from 2024–2025 suggests steady skin-in-the-game (1.6% ownership) at current float levels .
- Execution risk: Very small revenue base (~$3.4M FY2024) and negative EBITDA trend highlight early-stage operating risk; compensation framework emphasizes pay-for-performance but lacks disclosed goal attainment/payouts, limiting transparency on incentive rigor .
- Governance risk: CEO also serves as Chairman; significant related-party dealings (royalties, services, funding) and controlled-company dynamics require heightened scrutiny of capital allocation, intercompany economics, and board oversight .
- Trading signals: Absence of new equity grants and zero outstanding awards lessen mechanical vest-driven sell pressure; however, liquidity events for affiliates (e.g., stock issuances for acquisitions) and filing timeliness issues (NT 10‑Q) can introduce volatility .