Buell Duncan
About Buell G. Duncan
Buell G. Duncan (age 71) was appointed to Precision Optics Corporation’s Board on February 28, 2025, and subsequently elected by shareholders at the May 20, 2025 annual meeting; the Board has determined he is an independent director under Nasdaq rules . Duncan is a former IBM executive, most recently Chief Marketing Officer for IBM Cloud, Data and AI (April 2017–December 2020), and currently serves as a portfolio advisor and LP at Iron Gate Capital with advisory and board observer roles across several technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM (Software, Cloud, Data & AI businesses) | Chief Marketing Officer | Apr 2017–Dec 2020 | Led marketing and strategy for Cloud/Data/AI businesses |
| IBM (various global business units) | Senior leadership positions | 1992–2020 | Drove marketing, strategy, and business development initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iron Gate Capital | Portfolio Advisor & Limited Partner | Since 2022 | Early-growth B2B technology focus |
| Share Mobility | Board Observer | Since 2022 | Mobility tech; observer capacity |
| Respondology | Board Observer | Since 2022 | Social media moderation; observer capacity |
| Geminos AI | Strategic Advisor | Since 2022 | AI strategy advisor |
| Demand Spring | Strategic Advisor | Since 2022 | Marketing advisory |
| Pillir Software | Strategic Advisor | Since 2022 | Software advisory |
Board Governance
- Independence: The Board determined Duncan is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Member of the Compensation Committee; not on the Audit Committee; no Nominating Committee established .
- Board/meeting attendance: In FY2024 the Board met 5 times and each director serving in that period attended at least 75% of Board and committee meetings; company policy encourages, but does not require, nonemployee directors to attend the annual meeting .
- Shareholder support: At the 2025 annual meeting, Duncan received 4,373,775 votes “FOR” with 3,341 “WITHHELD/ABSTAIN”; total meeting participation was 6,053,101 votes (78.95% of outstanding shares) .
| Committee | Members | Chair | Duncan’s Role |
|---|---|---|---|
| Compensation Committee | Woodward; Miclot; Duncan | Miclot | Member |
| Audit Committee | Pellegrino; Woodward; Miclot | Pellegrino | Not a member |
| Nominating/Governance | Not established | — | — |
| 2025 Annual Election Results (May 20, 2025) | FOR | AGAINST | WITHHELD/ABSTAIN | Broker Non-Votes |
|---|---|---|---|---|
| Buell G. Duncan | 4,373,775 | 0 | 3,341 | 1,675,985 |
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $20,000 | Payable quarterly in arrears |
| Committee membership fee | $5,000 | Additional cash award; quarterly in arrears |
| Committee chair fee | $5,000 | Additional cash award; quarterly in arrears |
| Chairman premium | $10,000 | Additional cash award; quarterly in arrears |
| Travel reimbursement | N/A | Directors reimbursed for travel expenses |
Applicable to Duncan: Annual retainer $20,000 and committee membership fee $5,000 by virtue of his Compensation Committee role .
Performance Compensation
| Grant Date | Instrument | Options (#) | Exercise Price | Vesting Schedule | Purpose/Notes |
|---|---|---|---|---|---|
| Mar 19, 2025 | Stock Option | 30,000 | $4.71 | 100% vested at grant (one-time joining grant) | Appointment to Board |
| Mar 19, 2025 | Stock Option | 15,000 | $4.71 | 7,500 vest Jun 29, 2025; 7,500 vest Sep 29, 2025 | Services Apr–Sep 2025 |
- Performance metrics: No performance-based metrics (e.g., revenue growth, EBITDA, TSR) disclosed for director equity awards; vesting is time-based .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Duncan in the Company’s proxy/8‑K materials .
- Interlocks/related parties: The proxy discloses a registered direct offering with MHW Partners (affiliated with Chairman Woodward) approved with Woodward abstaining; no related party transactions involving Duncan were disclosed .
Expertise & Qualifications
- Senior marketing and go-to-market leadership in enterprise software, cloud, data, and AI from IBM, including CMO responsibilities for major business units .
- Venture investing/advisory experience across early-growth B2B technology, with board observer and strategic advisory roles that may enhance market and customer insight for POCI .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Rights to Acquire (within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Buell G. Duncan | 0 | 30,000 | 30,000 | * (<1%) |
| Options Detail | Vested | Unvested | Notes |
|---|---|---|---|
| Mar 19, 2025 Grants | 30,000 vested at grant | 15,000 unvested (7,500 vest Jun 29, 2025; 7,500 vest Sep 29, 2025) | Exercise price $4.71 |
Governance Assessment
- Strengths: Independent director with deep Cloud/Data/AI and enterprise marketing expertise; appointed to the Compensation Committee, which oversees CEO and executive compensation strategy; strong shareholder support in initial election (99.92% FOR vs WITHHELD/ABSTAIN among votes cast on his item, excluding broker non-votes) .
- Alignment: Director pay structure combines modest cash retainer with equity options, creating market-linked alignment; however, initial 30,000 options vested immediately at grant, reducing long-term retention incentives on that tranche relative to purely time-vested or performance-based awards .
- Oversight and policies: Company has an adopted clawback policy effective Oct 2, 2023 for executives; majority-independent Board; Audit and Compensation Committee charters in place with authority to retain independent advisors .
- Risks/RED FLAGS: No related-party transactions involving Duncan disclosed; company reports no director legal proceedings; Board does not have a formal nominating committee, relying instead on Board-led nomination processes; monitor potential advisory/interlock risks from external advisory roles if any future transactions involve those entities (none disclosed) .
Shareholder sentiment: 2025 Say-on-Pay passed (3,695,951 FOR; 140,657 AGAINST; 540,508 ABSTAIN), supporting management’s compensation approach; auditor ratification passed overwhelmingly, reinforcing overall investor confidence .