Joseph Forkey
About Joseph Forkey
Joseph N. Forkey, age 57, is Chief Executive Officer, President, Treasurer and Director of Precision Optics Corporation (POCI). He has served as CEO since February 8, 2011, been a Director since 2006, and previously served as Chairman from February 2011 to July 2014. He holds B.A. degrees in Mathematics and Physics from Cornell University and a Ph.D. in Mechanical and Aerospace Engineering from Princeton University; prior to joining POCI he spent seven years at the University of Pennsylvania Medical School as a postdoctoral fellow and research staff member . Company performance context: cumulative TSR based on a $100 initial investment was 118.45 (FY2022), 122.02 (FY2023), and 117.06 (FY2024) ; net losses were $(928,416) (FY2022), $(144,613) (FY2023), and $(2,951,377) (FY2024) . See additional multi-year revenue/EBITDA context below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Precision Optics Corporation | Chairman of the Board | Feb 2011 – Jul 2014 | Oversaw board leadership during early CEO tenure . |
| Precision Optics Corporation | Executive Vice President & Chief Scientific Officer | Apr 2006 – Feb 2011 | Led technical strategy and R&D, supporting commercialization of new technologies . |
| Precision Optics Corporation | Chief Scientist | Sep 2003 – Apr 2006 | Advanced micro-optics research; foundational technical leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Pennsylvania Medical School | Postdoctoral fellow & research staff | Seven years (dates not disclosed) | Built deep scientific expertise relevant to medical optics and imaging . |
Fixed Compensation
| Metric | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 240,385 | 251,032 | Smaller reporting company disclosures; no CD&A . |
| Bonus ($) | 0 | 0 | No annual bonus paid. |
| Current Base Salary ($) | — | — | Increased to $325,000 effective March 20, 2025 . |
- Clawback policy adopted October 2, 2023 for restatement-related recoupment of excess incentive compensation for the prior three completed fiscal years .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout/Vesting | Details |
|---|---|---|---|---|---|---|
| Annual bonus | Not disclosed | N/A | Not disclosed | $0 (FY2023–FY2024) | N/A | Company philosophy allows bonuses, but no metrics/weights disclosed for CEO; Board retains discretion . |
| Stock option (Option Grant 1) | Time-based | N/A | N/A | Fully vested at grant | 80,000 options @ $4.71, granted Mar 19, 2025 | 2021 Equity Incentive Plan; immediate liquidity option exposure . |
| Stock option (Option Grant 2) | Time-based; CoC acceleration | N/A | N/A | 40k vest on each of 1st, 2nd, 3rd anniversaries | 120,000 options @ $4.71, granted Mar 19, 2025; unvested accelerate immediately prior to Change in Control | 2022 Equity Incentive Plan; single-trigger acceleration prior to CoC . |
| Stock grant | N/A | N/A | N/A | Fully vested | 20,000 shares, granted Mar 19, 2025 | 2022 Equity Incentive Plan . |
No specific revenue/EBITDA/TSR or ESG target weightings disclosed for CEO awards; compensation philosophy emphasizes long-term shareholder value with Board discretion .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 142,572 |
| Rights to acquire via options exercisable within 60 days | 166,666 |
| Total beneficial ownership | 309,238 shares (3.95% of outstanding) as of Mar 31, 2025 |
| Vested options outstanding (legacy) | 116,666 @ $2.19 expiring 08/02/2028; 50,000 @ $5.04 expiring 06/04/2031 |
| New grants (Mar 19, 2025) | 80,000 options @ $4.71 fully vested; 120,000 options @ $4.71 vest over 3 years with CoC acceleration; 20,000 fully vested shares |
| Shares pledged/hedged | Not disclosed |
| Executive ownership guidelines | Not disclosed |
- Beneficial ownership table confirms CEO is not independent (an officer-director) and holds meaningful option exposure; legacy options are fully exercisable; new vesting cadence creates identifiable potential liquidity windows (anniversaries of Mar 19, 2026/2027/2028) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement (2018) | Base salary set at $200,000 from July 1, 2018; raised to $250,000 effective Oct 1, 2019 . |
| Base salary change (2025) | Increased to $325,000 effective Mar 20, 2025 . |
| Severance provisions | Not disclosed for CEO; Company states no arrangements that result in payments upon termination or change-in-control for NEOs beyond described grants . |
| Change-in-control | Option Grant 2 provides immediate vesting of any unvested shares “immediately prior to” a Change in Control (single-trigger acceleration) . |
| Clawback/recoupment | Adopted Oct 2, 2023; applies to excess incentive comp for prior three completed fiscal years upon restatement . |
| Non-compete, non-solicit, garden leave | Not disclosed for CEO. |
Board Governance
- Board service history: Director since 2006; served as Chairman from Feb 2011 to Jul 2014; currently CEO, President, Treasurer and Director .
- Independence and structure: Independent Chairman (Peter Woodward); independent directors include Woodward, Miclot, Duncan, Pellegrino; CEO Forkey is not independent .
- Committees: Audit Committee—Woodward, Miclot, Pellegrino (Chair) ; Compensation Committee—Woodward, Miclot (Chair), Duncan . CEO not listed on committees; Compensation Committee excludes CEO from CEO pay deliberations .
- Board meetings/attendance: 5 meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service period .
- Director compensation plan updated in Mar 2025; CEO director compensation is excluded and reported under NEO tables .
- Dual-role implications: CEO + Director with prior history as Chairman; mitigated by independent Chair and majority independent board .
Company Performance Context
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($) | 21,044,467 * | 19,104,350 * | 19,091,269 * |
| EBITDA ($) | (427,813)* | (2,511,951)* | (5,338,852)* |
| Net Income ($) | (144,613)* | (2,951,377)* | (5,780,246)* |
| EBITDA Margin (%) | (2.03%)* | (13.15%)* | (27.96%)* |
| Gross Margin (%) | 36.75 * | 30.35 * | 17.83 * |
Values with asterisks (*) retrieved from S&P Global.
- Pay-versus-performance TSR (Value of $100 investment): $118.45 (FY2022), $122.02 (FY2023), $117.06 (FY2024) .
- Pay-versus-performance Net Loss: $(928,416) (FY2022), $(144,613) (FY2023), $(2,951,377) (FY2024) .
Investment Implications
- Alignment and incentives: CEO pay historically cash-heavy with no bonuses in FY2023–FY2024, but March 2025 awards introduced a meaningful equity component and single-trigger CoC acceleration—creating retention via multi-year vesting yet enabling immediate vesting upon corporate control events .
- Potential selling pressure windows: Fully vested 80,000 options and 20,000 shares increase near-term liquidity; scheduled vesting of 120,000 options in Mar 2026/2027/2028 creates identifiable windows that could coincide with Form 4 activity and supply overhang if options are in-the-money .
- Governance risk mitigants: Independent Chair and majority-independent Board reduce dual-role concerns of CEO as Director; Compensation Committee excludes CEO from deliberations and has authority to engage independent consultants .
- Pay for performance: With negative EBITDA and net income trends and TSR roughly flat to down in FY2024, equity awards with time-based vesting and CoC acceleration (rather than explicit performance metrics) may lessen direct pay-performance linkage; absence of disclosed performance targets for CEO bonuses underscores Board discretion in a smaller reporting company context .
- Red flags and watch items: Single-trigger CoC acceleration for CEO options (accelerate prior to CoC) is shareholder-unfriendly versus double-trigger; monitor future proxies for any severance additions, pledging/hedging policies, and say-on-pay outcomes once available .