Peter Woodward
About Peter H. Woodward
Peter H. Woodward (age 51) has served on POCI’s Board since July 9, 2014 and is the independent Chairman of the Board. He is founder of MHW Capital Management, LLC (since 2005), a CFA charterholder, and holds a BA (Colgate) and a Master of International Affairs in international economics/finance (Columbia). He is an audit committee financial expert, with prior roles including Managing Director at Regan Fund Management (1996–2005), CEO/President/Director of Cartesian, Inc. (2015–2018), Chairman and Audit Committee Chair at TSS, Inc., and CEO of Innovative Power, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regan Fund Management, LLC | Managing Director | 1996–2005 | Public-company investing and governance experience |
| Cartesian, Inc. | President, CEO and Director | Jun 2015–Jul 2018 | Led public-company operations/turnaround experience |
| Precision Optics Corporation (POCI) | Director; Chairman of the Board | Director since Jul 9, 2014; Chairman since Jul 9, 2014 | Board leadership, audit/comp committee service, financial expert |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MHW Capital Management, LLC | Founder | Current | Focus on large equity investments; Woodward is principal of related MHW entities |
| TSS, Inc. | Chairman of the Board; Chairman of Audit Committee | Current | Public company board leadership and audit oversight |
| Innovative Power, LLC | Chief Executive Officer | Current | Operating leadership |
Board Governance
- Independence: The Board determined that Woodward is independent under Nasdaq Rule 5605(a)(2) .
- Committees: Audit Committee member (financial expert); Compensation Committee member. No standing nominating committee .
- Committee chairs: Audit Committee chaired by Joseph P. Pellegrino; Compensation Committee chaired by Andrew J. Miclot (Woodward is not chair of either) .
- Attendance: In FY2024, the Board held 5 meetings; each director attended at least 75% of Board and applicable committee meetings .
- Board structure: Declassified board since May 2022; all five directors elected annually. Woodward is Chairman; CEO Dr. Forkey manages day-to-day affairs and (as stated) leads Board meetings, a nuance investors may wish to clarify further with the company .
Fixed Compensation
| Component | FY2024 Amount | Detail/Policy |
|---|---|---|
| Chairman retainer (cash) | $40,000 | Chairman receives $10,000 per quarter given greater time commitment |
| Committee chair/membership retainers | $0 | Not disclosed as paid to Woodward in FY2024 (he was not chair of Audit or Comp) |
| Reimbursements | n/a | Travel expenses reimbursed |
- 2025 updated director pay policy (effective Mar 19, 2025): annual cash $20,000 per non-employee director; +$5,000 committee membership; +$5,000 committee chair; +$10,000 Chairman; plus annual stock option grant of 30,000 shares (quarterly vesting) granted after Q1 10-Q filing .
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | FY2024 Accounting Value |
|---|---|---|---|---|---|---|
| Annual director equity | Nov 16, 2023 | Stock options | 45,000 | $5.95 | Not disclosed | $219,548 |
| Service grant (Apr–Sep 2025 services) | Mar 19, 2025 | Stock options | 15,000 | Not disclosed | 7,500 vest on Jun 29, 2025; 7,500 vest on Sep 29, 2025 | n/a (outside FY2024) |
- Performance metrics: None disclosed for director compensation (standard fixed cash + time-vested options; no TSR/ESG or financial targets for directors) .
- Mix (FY2024): Cash $40,000 (15.4%) vs. Options $219,548 (84.6%), indicating heavy equity alignment for the Chairman .
Other Directorships & Interlocks
| Company | Sector/Relation to POCI | Role | Interlock/Conflict Notes |
|---|---|---|---|
| TSS, Inc. | Technology (not disclosed as customer/supplier) | Chairman; Audit Chair | No related-party transactions with POCI disclosed |
| Innovative Power, LLC | Private | CEO | No related-party transactions with POCI disclosed |
Expertise & Qualifications
- Financial expertise: Identified by the Board as an Audit Committee Financial Expert (Reg S-K 407(d)(5)) .
- Capital markets/investing: Founder of MHW Capital Management; prior hedge/private investing roles .
- Operating leadership: CEO experience at Cartesian and Innovative Power .
- Credentials: CFA charterholder; BA (Colgate); Masters of International Affairs (Columbia) .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (60 days) | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Peter H. Woodward (via MHW Partners, L.P.) | 327,171 | 150,000 options | 477,171 | 6.10% | Additional 7,500 options vest 6/29/2025 and 7,500 on 9/29/2025 (not included in 60-day total) |
| Outstanding options as of 6/30/2024 (reference) | — | — | 135,000 options outstanding | — | Per FY2024 director option holdings disclosure |
- Pledging/hedging: Not disclosed in the proxy .
- Ownership guidelines: Not disclosed in the proxy (no stated director ownership policy).
Insider Trades (selected)
| Date | Form/Disclosure | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Feb 21, 2025 (closing) | Related-party disclosure in proxy; Form 4 reference | Purchase by MHW Partners, L.P. in registered direct offering | 102,500 | Not disclosed | Approved by Board; Woodward abstained |
Governance Assessment
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Strengths
- Independent Chairman with capital markets, turnaround, and audit oversight experience; designated audit committee financial expert .
- Majority-independent Board; declassified structure (annual elections) enhances accountability .
- Strong equity alignment: Chairman compensation heavily weighted to options; Woodward beneficially owns ~6.10% of shares, aligning interests with shareholders .
-
Watch items / RED FLAGS
- Related-party transaction: Company sold 102,500 shares to MHW Partners, L.P. (Woodward is GP). Board reviewed/approved with abstention, but ongoing monitoring recommended given Woodward’s dual role as Chairman and >5% beneficial owner .
- Meeting leadership nuance: Proxy states CEO leads Board meetings despite having an independent Chairman; investors may seek clarity on practical leadership dynamics during meetings and executive sessions .
- Attendance detail: Only aggregate threshold disclosed (≥75%); no director-level attendance breakdown provided .
-
Committee effectiveness signals
- Audit and Compensation committees staffed with independent directors; formal charters in place; Audit Chair designated; Woodward serves as audit financial expert and sits on both committees .
- Compensation policy updated in 2025 to include clearer cash retainers and structured, regularly timed annual option grants, improving transparency and predictability .
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Compensation and alignment
- FY2024 Chairman pay was predominantly equity (approx. 85% options), indicating at-risk alignment though without performance conditions; vesting-based equity still ties value to long-term stock performance .
- No director stock ownership guidelines disclosed; investors may consider engagement for formal guidelines .
-
Legal/Compliance
- No material legal proceedings disclosed for directors; independence affirmations made; Section 16(a) timeliness issues noted for other insiders, but none cited for Woodward in FY2024; a Form 4 for Woodward was filed Feb 25, 2025 (referenced) .
Overall: Woodward combines deep investing and operating expertise with significant equity ownership and independent committee service—positives for alignment and oversight. The related-party equity purchase (with appropriate abstention) and the meeting-leadership wording merit investor follow-up to ensure robust independence in practice .