Joseph Pellegrino Jr.
About Joseph P. Pellegrino Jr.
Joseph P. Pellegrino Jr., age 60, was appointed to the Precision Optics Corporation (POCI) Board on March 19, 2025 to fill a vacancy, and was concurrently named Chair of the Audit Committee. He most recently served as CFO of LeMaitre Vascular, Inc. (Nasdaq: LMAT) from 2007 until his retirement on March 7, 2025, and continues to serve on LMAT’s board; he holds an A.B. in Economics from Harvard College and an MBA from Harvard Business School, bringing deep public company finance and operational experience to POCI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LeMaitre Vascular, Inc. | CFO | 2007–Mar 7, 2025 | Senior finance leadership through scale-up; ongoing board service (see External Roles) |
| LeMaitre Vascular, Inc. | EVP, Finance | 2005–2007 | Built finance function prior to CFO appointment |
| Zoots, Inc. | SVP, Operations | 1997–2003 | Consumer services operations leadership |
| Lehman Brothers | Investment Banking Analyst (M&A) | Prior to Zoots | Transaction experience in M&A |
| Mall-based specialty retailer | Founder/Operator | Prior to Lehman/Zoots | Built and sold a regional specialty retail business |
External Roles
| Organization | Role | Start | Status |
|---|---|---|---|
| LeMaitre Vascular, Inc. (Nasdaq: LMAT) | Director | Oct 2016 | Current |
| Access Vascular, Inc. (private) | Director | 2017 | 2017–2024 (prior role) |
Board Governance
- Independence: The Board determined Pellegrino is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee (Chair) with members Peter H. Woodward and Andrew J. Miclot; Board designated Pellegrino as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Compensation Committee: Composition is Woodward, Miclot (Chair), and Duncan; Pellegrino is not listed as a member .
- Board meetings/attendance: The Board held 5 meetings in FY 2024; each director met at least 75% attendance for Board and committee meetings in their service period (note Pellegrino joined in March 2025) .
- Annual meeting outcomes (May 20, 2025): Pellegrino was elected with 4,371,399 “FOR” votes and 5,717 “WITHHELD”; say‑on‑pay passed (3,695,951 “FOR”); auditor ratified (6,050,388 “FOR”) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Payable quarterly in arrears |
| Committee membership fee | $5,000 | Additional annual cash for committee members |
| Committee chair fee | $5,000 | Additional annual cash for committee chairs (Pellegrino as Audit Chair) |
| Travel reimbursement | Actuals | Directors reimbursed for travel expenses |
| Chairman incremental fee | $10,000 | Not applicable to Pellegrino; applies to Board Chairman |
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Plan |
|---|---|---|---|---|---|
| Stock option (one-time joining grant) | Mar 19, 2025 | 30,000 | $4.71 | 100% vested at grant | 2022 Equity Incentive Plan |
| Stock option (service Apr–Sep 2025) | Mar 19, 2025 | 15,000 | $4.71 | 7,500 vest Jun 29, 2025; 7,500 vest Sep 29, 2025 | 2022 Equity Incentive Plan |
| Annual option program (policy) | Ongoing (updated Mar 19, 2025) | 30,000 per year | Not specified (set at grant) | 1/4 quarterly after grant date | Board policy update |
- No performance-based metrics (e.g., TSR, EBITDA targets) are disclosed for director equity; vesting is time-based per policy .
Other Directorships & Interlocks
| Company | Relationship to POCI | Potential Interlock/Conflict Considerations |
|---|---|---|
| LeMaitre Vascular, Inc. | External directorship | Same industry sphere (medical devices); no related-party transactions with Pellegrino disclosed by POCI |
| Access Vascular, Inc. | Prior external directorship | Prior role; no related-party transactions disclosed by POCI |
Expertise & Qualifications
- Financial expert designation: Pellegrino qualifies as an “audit committee financial expert” under SEC rules; deep GAAP, internal controls, and audit oversight experience .
- Education: A.B. in Economics (Harvard College); MBA (Harvard Business School) .
- Industry and operating experience: Long-tenured public company CFO in medical devices; prior operations leadership and M&A background .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Joseph P. Pellegrino Jr. | 0 | 30,000 | 30,000 | <1% |
- Vested vs. unvested: 30,000 options vested at grant (beneficially owned as exercisable within 60 days of March 31, 2025); additional 15,000 options vest on Jun 29 and Sep 29, 2025 (outside the 60‑day window) .
- Pledging/hedging: No pledging or hedging disclosures for Pellegrino; POCI reported no related-party transactions other than a board-approved sale to an entity related to the Chairman; none involving Pellegrino .
Governance Assessment
- Board effectiveness: Appointment of a seasoned public-company CFO as Audit Chair strengthens oversight of financial reporting, controls, and auditor engagement; formal designation as audit committee financial expert is a positive governance signal .
- Independence and conflicts: Pellegrino is independent under Nasdaq rules; POCI disclosed no related-party transactions involving him. His concurrent LMAT board role warrants monitoring for potential industry interlocks, though no transactions with LMAT are disclosed by POCI .
- Incentives and alignment: Director cash pay is modest and structured with committee differentiation; equity compensation is primarily time-vested options, including a fully vested 30,000 grant at appointment. Immediate vesting of a joining grant reduces retention leverage versus purely time-vested or performance-based structures—worthy of monitoring but not uncommon for small-cap boards .
- Shareholder support: Strong election and say-on-pay results at the May 20, 2025 meeting indicate broad investor confidence in board composition and compensation governance .
RED FLAGS
- Immediate vesting of a one-time 30,000 option grant upon appointment (reduced retention tether vs. staged vesting) .
- Industry interlock: concurrent LMAT directorship (medical devices) requires ongoing monitoring for potential conflicts if commercial relationships emerge; POCI reports no related-party transactions at present .
Compensation Committee Analysis
- Composition and authority: Compensation Committee comprises Woodward, Miclot (Chair), and Duncan; charter provides access to independent consultants and advisors at company expense and prohibits CEO participation in decisions on his pay. No specific use of external consultants is disclosed in the filings .
- Changes: Duncan added to Compensation Committee on March 19, 2025 .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain/Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote on Executive Compensation (FY 2024) | 3,695,951 | 140,657 | 540,508 | 1,675,985 |
Related Party Transactions
- POCI disclosed a registered direct offering in which 102,500 shares were sold to MHW Partners, LP (entity related to Chairman Peter Woodward); Board reviewed and approved, Woodward abstained. No other related party transactions were disclosed .
Director Compensation (FY 2024 Baseline for Context)
| Director | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Andrew J. Miclot | 20,000 | 146,635 | 176,635 |
| Richard B. Miles (retired Feb 28, 2025) | 10,000 | 146,635 | 156,635 |
| Peter V. Anania (retired Mar 14, 2025) | 10,000 | 146,635 | 156,635 |
| Peter H. Woodward (Chairman) | 40,000 | 219,548 | 259,548 |
- Policy update (effective Mar 19, 2025): Annual cash awards adjusted to $20,000 (director), +$5,000 (committee member), +$5,000 (committee chair), +$10,000 (Chairman); annual 30,000 stock option grant with quarterly vesting .
Director Election Results (May 20, 2025)
| Nominee | For | Against | Abstain/Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Joseph P. Pellegrino Jr. | 4,371,399 | 0 | 5,717 | 1,675,985 |
Notes
- Annual meeting attendance by directors is encouraged but not required by company policy .
- Board majority independent; no lead independent director is disclosed; nominating is handled by the Board (no separate nominating committee) .
- Audit fees and oversight processes are regularly reported; Audit Committee report confirms oversight of financial reporting and auditor independence .