Andrew Miclot
About Andrew J. Miclot
Andrew J. Miclot, age 69, has served as an independent director of Precision Optics Corporation, Inc. since March 2, 2016. He brings 35+ years of leadership experience across medical device suppliers, with a BA in Speech and Hearing and an MA in Audiology from Indiana University and an MBA from Lake Forest Graduate School of Management . The Board has determined Miclot is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electromedical Products International, Inc. | President | Sep 2020 – May 2021 | Led medical device firm focused on anxiety, insomnia, depression, pain |
| WishBone Medical, Inc. | President, Vice Chairman, Director | Oct 2017 – Jan 2019 | Pediatric orthopedics; leadership and governance |
| Micro Machine Co. | President, CEO, Director | Oct 2015 – Jan 2018 | Supplier to orthopedic and spinal industries |
| MicroTechnologies, Inc. | EVP | May 2013 – Sep 2014 | Medical device supplier operations |
| ArthroCare Corporation | GM & SVP | Jun 2009 – Mar 2013 | Surgical device operations |
| Ascension Orthopedics, Inc. | President, CEO, Director | Jan 2008 – Mar 2009 | Orthopedic devices leadership |
| Orthofix, Inc. | VP Marketing, Global Orthopedics BU | Apr 2007 – Jan 2008 | Commercial leadership in orthopedics |
| Symmetry Medical Inc. | SVP; Investor Relations Officer post-IPO | Mar 1994 – Apr 2007 | Medical device supplier; IR after Dec 2004 NYSE IPO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana University Alumni Association | Advisory Board Member | Oct 2016 – Oct 2021 | Alumni engagement and governance |
Board Governance
- Independence: Board affirmed Miclot as independent (Nasdaq Rule 5605(a)(2)) .
- Committees:
- Audit Committee member (current composition: Pellegrino – Chair; Woodward; Miclot) .
- Compensation Committee Chair (members: Woodward; Miclot – Chair; Duncan) .
- Audit Committee Financial Expert: Board designated Woodward and Pellegrino; Miclot not designated as “financial expert” under Item 407(d)(5) .
- Attendance: Board held 5 meetings in FY2024; each director attended ≥75% of Board and committee meetings during their service period .
- Nominating Committee: None; director nominations handled by full Board; shareholders may recommend candidates per disclosed process .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $10,000 | $2,500 paid quarterly |
| Compensation Committee Chair fee | $10,000 | Additional $2,500 per quarter for chair role |
| Total cash fees | $20,000 | Sum of retainer and chair fees |
| Meeting fees | Not disclosed | No meeting fees disclosed in proxy |
Performance Compensation (Director)
| Award Type | Grant Date | Shares | Exercise Price | Fair Value (FY2024) | Vesting |
|---|---|---|---|---|---|
| Stock options | Nov 16, 2023 | 30,000 | $5.95 | $146,635 | Not disclosed in proxy |
As of June 30, 2024, Miclot held 89,998 stock options outstanding .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock |
|---|---|---|---|
| Precision Optics Corporation, Inc. | Public | Director | Audit; Compensation (Chair) |
| WishBone Medical, Inc. | Private | President, Vice Chairman, Director (prior) | Pediatric orthopedics; prior role |
| Electromedical Products International, Inc. | Private | President (prior) | Prior role |
| Micro Machine Co.; MicroTechnologies; ArthroCare; Ascension Orthopedics; Orthofix; Symmetry Medical | Mixed | Senior leadership roles (prior) | Supplier-side experience; prior roles |
- Current public company directorships beyond POCI: None disclosed .
- Related-party transactions: Board disclosed a 2025 registered direct offering sale to MHW Partners (affiliated with Chairman Woodward); no related-party transactions disclosed involving Miclot .
Expertise & Qualifications
- 35+ years in medical device supply chain, operations, and commercialization, including senior roles at multiple orthopedic and device suppliers .
- Academic background in audiology and business (MBA), with global industry knowledge .
- Governance experience as Compensation Committee Chair and Audit Committee member .
Equity Ownership
| Date | Common Shares Owned | Rights to Acquire (Options within 60 days) | Total Beneficial Ownership | % of Outstanding | Shares Outstanding Basis |
|---|---|---|---|---|---|
| Mar 31, 2025 | 0 | 99,998 | 99,998 | 1.29% | 7,666,247 |
- Pledging/Hedging: No pledging or hedging disclosures for Miclot in proxy .
- Director ownership guidelines: Not disclosed in proxy .
Governance Assessment
- Strengths:
- Independent director since 2016; active roles on key committees, including Compensation Committee Chair, indicating governance engagement .
- Attendance threshold met (≥75% of Board/committee meetings in FY2024) .
- Alignment and incentives:
- Director pay is modest and equity-oriented via options; Miclot’s FY2024 compensation included $20,000 cash and $146,635 option fair value; no performance conditions disclosed on director equity awards .
- Beneficial ownership is entirely through options (0 common shares owned; 99,998 options exercisable within 60 days), suggesting alignment primarily via option exposure rather than direct share ownership .
- Oversight considerations:
- Board lacks a formal nominating committee; director selection and evaluation conducted by full Board, which may centralize nomination oversight .
- Audit Committee “financial expert” designation limited to Woodward and Pellegrino; Miclot not designated as a financial expert .
- Conflicts/Red flags:
- No related-party transactions disclosed involving Miclot; 2025 transaction involved Chairman’s affiliate and was Board-approved with abstention; Board states no other related-party transactions .
- Section 16 compliance: No delinquent filings reported for Miclot in FY2024; delinquencies noted for other individuals (Miles, Coll) .
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Delinquent Section 16 filings (FY2024) | None reported for Miclot | Delinquencies noted for Miles and Coll; none for Miclot |