Wayne Coll
About Wayne Coll
Chief Financial Officer and Secretary of Precision Optics Corporation, Inc. since June 12, 2023; over 30 years of senior finance experience across medical device businesses; B.S. in Business Administration and Accounting (University of Lowell) and M.B.A. (University of Massachusetts Lowell) . Company pay-versus-performance shows cumulative TSR index values of 118.45 (FY2022), 122.02 (FY2023), and 117.06 (FY2024), alongside net losses of $(928,416), $(144,613), and $(2,951,377), respectively . He signed as Secretary for shareholder communications/proxies, evidencing governance involvement in disclosure processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flowonix Medical Incorporated | Chief Financial Officer | 2021–2023 | Senior finance leadership at implantable medical device company |
| Micron Products, Inc. | Chief Financial Officer | 2019–2021 | Led finance for medical components manufacturer |
| Keystone Dental, Inc. | Chief Financial Officer | 2018–2019 | Finance leadership at dental implants company |
| Modern Dental Laboratory USA, LLC | Senior Finance Executive | 2013–2018 | Multi-year operations/finance experience in dental lab network |
| National Dentex Corporation | Senior Finance Executive | 2007–2011 | Finance roles at national dental lab consolidator |
External Roles
No public company directorships or committee roles disclosed for Wayne Coll .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 (as of Mar 20, 2025) |
|---|---|---|---|
| Base Salary ($) | $11,538 (partial year start) | $301,523 | Base increased to $325,000 effective Mar 20, 2025 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $0 | Not disclosed |
Performance Compensation
| Award Type | Grant Date | Size | Strike | Expiration | Vesting | Performance Metric | Payout/Acceleration |
|---|---|---|---|---|---|---|---|
| Stock Options | Jun 12, 2023 | 50,000 | $6.94 | Jun 12, 2033 | Time-based: 16,666 on Jun 12, 2024; 16,666 on Jun 12, 2025; 16,667 on Jun 12, 2026 | None (time-based) | N/A |
| Stock Options | Mar 19, 2025 | 50,000 | $4.71 | Not disclosed | 25,000 on first anniversary; 25,000 on second anniversary | None (time-based) | Unvested shares vest immediately prior to a Change in Control (double-trigger acceleration per plan definition) |
Vesting schedules with specific dates:
- 16,666 options vested Jun 12, 2024; 16,666 due Jun 12, 2025; 16,667 due Jun 12, 2026 (2013 grant)
- 25,000 due Mar 19, 2026; 25,000 due Mar 19, 2027 (2025 grant)
Clawback: Company adopted a clawback policy effective Oct 2, 2023; excess incentive compensation recoverable for the three preceding fiscal years upon required accounting restatement .
Equity Ownership & Alignment
| As of date | Shares Owned | Options/RSUs Exercisable ≤60 days | Total Beneficial | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Mar 31, 2025 | 8,878 | 16,666 | 25,544 | <1% (“*”) | Additional unvested: 33,334 (6/12/2023 grant) and 50,000 (3/19/2025 grant) |
Vested vs unvested as of Jun 30, 2024:
- Vested/exercisable: 16,666 options at $6.94
- Unvested: 33,334 options at $6.94 (vesting in 2025/2026)
- New 50,000 option grant Mar 19, 2025 (future vesting)
Pledging/Hedging: No pledging disclosures; no hedging policy disclosure specific to executives in cited materials .
Ownership guidelines: Not disclosed .
Insider selling pressure/transactions: Section 16 delinquency note indicates multiple late Form 4s for Wayne Coll related to receiving shares in lieu of cash per his employment agreement (filed Feb 11, 2025), suggesting periodic equity-in-lieu-of-cash awards; specific quantities/prices not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Role start date | CFO & Secretary effective Jun 12, 2023 |
| Agreement terms | Base salary $300,000 per year; 50,000 options at $6.94 with three annual equal vesting from Jun 12, 2024 |
| 2025 adjustments | Base salary increased to $325,000 effective Mar 20, 2025; additional 50,000 options at $4.71 with two annual equal vesting; change-in-control immediate vesting of unvested shares prior to CoC |
| Severance provisions | Not disclosed for Coll in proxy/8-K; company notes apart from disclosed agreements, no other plans resulting in payments upon termination/change-in-control for named executive officers |
| Non-compete/Non-solicit | Not disclosed for Coll |
| Clawback | Company clawback policy effective Oct 2, 2023 for restatements |
| Deferred comp/pension | No defined contribution match/profit sharing in FY2024/FY2023; no SERP disclosed |
Compensation Structure Analysis
- Cash vs equity mix: FY2023 compensation reflected a large option grant on start (grant-date fair value $277,015) with minimal salary due to mid-year hire, while FY2024 shifted to cash ($301,523 salary, $0 bonus) with no new option awards in FY2024; equity resumed with 2025 option grant and salary increase .
- Performance metrics: Coll’s option awards are time-based; no disclosed revenue/EBITDA/TSR-linked metrics for Coll; CEO had prior performance options with EBITDA targets in FY2023 that failed to vest, indicating discipline around performance equity; Coll’s 2025 grant includes change-in-control acceleration .
- Clawback and CoC: Clawback reduces incentive pay risk and aligns to governance norms; CoC acceleration for options may increase retention/alignment in strategic scenarios .
Say-on-Pay & Shareholder Feedback
| Meeting date | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| May 20, 2025 | Advisory vote on NEO compensation (FY2024) | 3,695,951 | 140,657 | 540,508 | 1,675,985 |
Governance & Compensation Committee
- Compensation Committee: Woodward, Miclot (Chair), Duncan; authority to approve CEO and executive officer compensation and administer stock plans; charter allows use of independent compensation consultants and external advisors .
- Executive bios: Coll’s background and qualifications disclosed; no legal proceedings involving executive officers in last 10 years .
Performance & Track Record (Company context during Coll’s tenure)
- Capital structure/financing: Company executed a registered direct offering of 1,272,500 shares at $4.00/share for ~$5.1M gross; proceeds used to repay line of credit and for working capital/facility expansion; accompanied by Main Street Bank covenant waiver contingent on the equity raise and LOC paydown .
- Corporate votes: 2025 annual meeting approvals for director slate and auditor ratification; Say-on-Pay passed .
Risk Indicators & Red Flags
- Section 16 reporting timeliness: Multiple late Form 4s for Coll related to equity-in-lieu-of-cash payments; while remedied, late filings can be a minor governance flag .
- CoC acceleration: Option acceleration on change-in-control can be viewed as potential pay-for-transaction risk; mitigated by time-based vesting structure and clawback policy .
- Bank covenant waiver reliance prior to equity raise underscores financing risk context for FY2025; mitigated post-raise by paydown conditions .
Equity Ownership & Vesting Timeline (detail)
| Grant | Date | Amount | Strike | Vest Dates | Expiration |
|---|---|---|---|---|---|
| CFO onboarding option | Jun 12, 2023 | 50,000 | $6.94 | 16,666 (Jun 12, 2024); 16,666 (Jun 12, 2025); 16,667 (Jun 12, 2026) | Jun 12, 2033 |
| Additional option | Mar 19, 2025 | 50,000 | $4.71 | 25,000 (Mar 19, 2026); 25,000 (Mar 19, 2027); CoC: immediate vest of unvested prior to CoC | Not disclosed |
Investment Implications
- Alignment: Coll’s meaningful options (100,000 total grants across 2023/2025) and low ownership percentage (<1%) create incentive for stock appreciation, with change-in-control acceleration enhancing alignment in strategic events .
- Retention: Clearly defined multi-year vesting (through 2027) supports retention; 2025 salary increase to $325k aligns compensation with expanded responsibilities and market conditions .
- Trading signals: Scheduled vesting dates (Jun 12, 2025; Mar 19, 2026/2027) and equity-in-lieu-of-cash arrangements (per Section 16 note) may create periodic supply; monitor Form 4s around these dates for potential selling pressure .
- Governance: Strong committee oversight and clawback policy mitigate pay risk; Say-on-Pay passed comfortably (approx. 85% “For” of votes cast), indicating investor acceptance of the program .