Joseph Traut
About Joseph Traut
Joseph W. Traut, age 54, was appointed Chief Operating Officer of Precision Optics Corporation effective October 1, 2025 after consulting to the company since July 2025; he holds an MBA in Management of Technology from Bentley College and a BS in Mechanical Engineering Technology from Northeastern University . His tenure began in FY2026; company pay-versus-performance disclosures show cumulative TSR values of $117.06 (FY2024), $122.02 (FY2023), and $118.45 (FY2022) for context on shareholder outcomes preceding his arrival .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| T2 Biosystems | VP of Operations | 2023–2025 | Not disclosed |
| Lumira Dx | VP of Technology Transfer | 2021–2022 | Not disclosed |
| Ximedica (now Veranex) | VP of Manufacturing Solutions | 2017–2021 | Not disclosed |
External Roles
- No external directorships or board roles were disclosed in the appointment filing .
Fixed Compensation
| Component | Terms | Evidence |
|---|---|---|
| Base Salary | $275,000 per year | 8‑K appointment |
| Pay Cycle | Bi-weekly base salary $10,576.92 | Employment Agreement §3 |
| Benefits | Medical/dental/vision; life insurance (1× annualized pay up to $250,000); short/long-term disability; 401(k)/profit sharing; 160 hours PTO (plus one-time 40 hours), 12 holidays, 40 hours sick leave | Employment Agreement §3 |
Performance Compensation
Annual Bonus
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual performance bonus | Not disclosed | Up to 25% of annual salary beginning FY2026; metrics set in POCI’s sole discretion | Not disclosed | If awarded, payable within 30 days after filing the 10‑K; pro‑ration rules on termination per §7 | N/A |
Equity Awards (Inducement Option)
| Grant Date | Instrument | Shares | Exercise Price | Expiration | Vesting | Acceleration |
|---|---|---|---|---|---|---|
| Oct 1, 2025 | Non‑statutory stock option (Nasdaq inducement) | 60,000 | $4.34 per share | Sept 30, 2035 | Time‑based in three equal annual installments (20k/20k/20k) on the first, second, and third anniversaries of Employment Effective Date | Unvested portion fully vests immediately prior to a Change in Control (as defined in 2022 Plan) |
Equity Ownership & Alignment
| Item | Detail | Evidence |
|---|---|---|
| Beneficial ownership (initial) | Form 3 filed; “No securities are beneficially owned” at filing | SEC Form 3 (Nov 12, 2025) |
| Outstanding awards | 60,000 non‑statutory options (unexercisable until vesting) | Option Agreement; Employment Agreement |
| Ownership guidelines | Not disclosed | — |
| Pledging/Hedging | Not disclosed | — |
| Clawback policy | Company Clawback Policy (effective Oct 2, 2023) for restatement-related excess incentive compensation over prior 3 completed fiscal years | DEF 14A |
Employment Terms
| Provision | Terms | Evidence |
|---|---|---|
| Start date / Age | Start date: Oct 1, 2025; Age: 54 | 8‑K appointment |
| Term / Auto‑renewal | One‑year term starting Oct 1, 2025; automatically renews for successive one‑year terms unless either party gives ≥30 days’ notice prior to term end | Employment Agreement §1 |
| Termination notice | Employee may resign with ≥30 days’ written notice; Company may terminate with or without Cause | Employment Agreement §7 |
| Severance (no CoC) | If terminated without Cause or non‑renewal, severance equals 3 months of then‑current base salary (subject to release) | Employment Agreement §7 |
| Severance (CoC) | If terminated due to change in control, severance equals 6 months of then‑current base salary (subject to release); pro‑rated bonus based on days elapsed in fiscal year | Employment Agreement §7 |
| Bonus treatment at termination | If terminated for reasons other than Cause, pro‑rated bonus based on target performance achieved through last completed quarter; special CoC pro‑ration by days elapsed | Employment Agreement §7 |
| Cause definition | Enumerated willful failures, misconduct, felony conviction, material policy violations, etc., after 10‑day cure window; “willful” defined | Employment Agreement §7 |
| Non‑compete | Global (“Restricted Territory” is entire world); during employment and 12 months post‑employment; prohibits competitive activities for competitive products/services | Non‑Competition Agreement |
| Confidentiality / IP | Proprietary Information Agreement; trade secrets and confidentiality obligations noted | Employment Agreement §8 |
Investment Implications
- Pay-for-performance alignment is modest: bonus structure targets up to 25% of salary with metrics set at the company’s discretion, while equity is entirely time‑based with three annual tranches; there are no disclosed PSUs or performance‑vested options, indicating limited direct linkage to revenue/EBITDA/TSR outcomes .
- Retention and exit economics: severance is relatively conservative at 3 months for no‑cause termination (6 months upon change in control), and a global non‑compete extends 12 months post‑employment, which reduces voluntary departure risk but could constrain lateral mobility; bonus pro‑ration terms provide some continuity in non‑cause scenarios .
- Vesting/selling pressure: annual option vesting of 20,000 shares on each anniversary concentrates unlocks into discrete dates, potentially creating predictable exercise windows; initial Form 3 showed no beneficial ownership at filing, so near‑term selling pressure would be contingent on future vesting and exercise decisions .
- Change-in-control alignment: full acceleration of unvested options immediately prior to a CoC plus enhanced severance may align management incentives in strategic transactions, but absence of performance‑based equity can dilute direct pay‑for‑results linkage in normal course operations .
- Governance safeguards: an active Clawback Policy covering restatements across three completed fiscal years supports shareholder protections and may mitigate risk of excess incentive payouts in error .