DEF 14A of Sono Tek Corp
Filed Jul 25, 2025 · FY20250001171520-25-000253
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS The Board of Directors is currently comprised of eight seats and is divided into two classes, one consisting of five seats and one consisting of three seats. The Directors in each class serve for a term of two years, and until their respective successors are duly elected and qualify. The Board of Directors has nominated, Dr. Christopher L. Coccio, Dr. Joseph Riemer, R. Stephen Harshbarger, and Kirk Warshaw for election at the Annual Meeting by plurality vote to hold office until the Company’s 2027 Annual Meeting of Shareholders and until their successors shall be duly elected and shall qualify. All nominees have consented to be named as such and to serve if elected. Philip Strasburg, CPA, who currently serves as director in the class standing for election, has declined to stand for reelection and his current term as director will conclude as of the date of the 2025 Annual Meeting of Shareholders. Management intends to vote the accompanying Proxy FOR election as Directors of the Company, the nominees named below, unless the Proxy contains contrary instructions. Proxies that direct the Proxy holders to withhold voting in the matter of electing Directors will not be voted as set forth above. Proxies cannot be voted for a greater number of persons than the number of nominees named in the Proxy Statement. Management has no reason to believe that any of the nominees will not be a candidate or will be unable to serve. However, in the event that any of the nominees should become unable or unwilling to serve as a Director, the Proxy will be voted for the election of such person or persons as shall be designated by the Directors.
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR Nominees for election to term expiring 2027 The following four persons are nominated for election as Directors of the Company to hold office until the Company’s 2027 Annual Meeting of Shareholders. DR. CHRISTOPHER L. COCCIO has served as Executive Chairman of the Company since January 2024. Prior thereto, Dr. Coccio served as Sono-Tek’s Chief Executive Officer from April 2001 until January 2024. Dr. Coccio has been a Director of the Company since June 1998 and became Chairman of the Board of Directors in August 2007. From 1964 to 1996, he held various engineering, sales, marketing and management positions at General Electric Company, with P&L responsibilities for up to $100 million in sales and 500 people throughout the United States. He also won an ASME Congressional Fellowship and served with the Senate Energy Committee in 1976. His business experience includes both domestic and international markets and customers. He founded a management consulting business in 1996 and was appointed a legislative Fellow on the New York State Assembly’s Legislative Commission on Science and Technology from 1996 to 1998. From 1998 to 2001, he worked with Accumetrics Associates, Inc., a manufacturer of digital wireless telemetry systems, as Vice President of Business Development and member of the Board of Advisors. Dr. Coccio received a B.S.M.E. from Stevens Institute of Technology, an M.S.M.E. from the University of Colorado, and a Ph.D. from Rensselaer Polytechnic Institute in Chemical Engineering. Key attributes, Experience and Skills: Dr. Coccio brings his strategic vision for our Company to the Board together with his leadership, business experience and investor relations skills. Dr. Coccio has an immense knowledge of our Company and its related applications which is beneficial to the Board. Dr. Coccio’s service as Executive Chairman bridges a critical gap between the Company’s management and the Board, enabling the Board to benefit from management’s perspective on the Company’s business while the Board performs its oversight function. DR. JOSEPH RIEMER joined the Company in January 2007 as Vice President of Engineering and has been a Director since August 2007. Dr. Riemer served as President from September 2007 until August 2012 when he became Vice President of Food Business Development, which position he held until June 2016. Dr. Riemer holds a Ph.D. in Food Science and Technology from the Massachusetts Institute of Technology (MIT), focusing on food technology, food chemistry, biochemical analysis, and food microbiology. His experience includes seven years with Pfizer in its Adams Confectionary Division, where he was Director, Global Operations Development. Dr. Riemer has also held leading positions with several food, food ingredients, and personal care products companies. He has served in the capacities of research and development, operations, and general management. Prior to joining the Company, he was a management consultant serving clients in the food, biotech and pharmaceutical industries. Key attributes, Experience and Skills: Dr. Riemer’s extensive research and management experience enables him to bring valuable insights to the Board. His considerable experience in the biotech, food and pharmaceutical industries bring specific product application insights to the Board. Dr. Riemer’s previous service as Vice President of Food Business Development helps to provide focus to the Board on this important marketing area. Dr. Riemer also brings leadership and oversight experience to the Board. R. STEPHEN HARSHBARGER has been Chief Executive Officer and President of the Company since January 2024 and a Director since 2013. Mr. Harshbarger originally joined Sono-Tek in 1993 and became President in 2012. Before becoming Chief Executive Officer and President, Mr. Harshbarger honed his expertise through various pivotal roles within Sono-Tek, including Sales Engineer, Worldwide Sales and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE), and Executive Vice President. Under his stewardship, the sales organization flourished, with a global distribution network spanning over 40 countries and boasting a revenue surge of over 300%. Mr. Harshbarger is a recognized authority in ultrasonic coating equipment, particularly within the electronics, medical device, and advanced energy sectors. Prior to his tenure at Sono-Tek, he played a pivotal role as the Sales and Marketing Manager for Plasmaco Inc., a pioneer in the development of Flat Panel Displays, where he spearheaded the establishment of their distribution network, participated in venture capital funding, and introduced the first flat panels to the Wall Street trading floors. Mr. Harshbarger graduated from Bentley University, with a major in Finance and a minor in Marketing. Key attributes Experience and Skills: Mr. Harshbarger is a pivotal asset to Sono-Tek and its Board. Renowned as one of the foremost ultrasonic coating experts globally, he has a proven successful track record of identifying, developing, and implementing innovative technologies for diverse markets and applications. His adeptness in cultivating robust distribution networks and his deep understanding of ultrasonic coating for new product developments are invaluable assets that drive the Company’s growth and innovation. Moreover, Mr. Harshbarger’s leadership and oversight prowess further enrich the strategic vision of the Board, ensuring that Sono-Tek remains at the forefront of technological advancement and market leadership. KIRK WARSHAW, CPA, has been a director since May 2025. He has over 40 years of experience in financial and general management across a diverse range of industries. Since 2015, he has served as the Executive Chairman of Bogue Machine Company, a state-of-the-art machining operation that produces complex components for both commercial and defense contractors, and as Chief Executive Officer and Chief Financial Officer of UAV Turbines, a company focused on developing small turbine engine systems for aerospace and military applications. Mr. Warshaw has also provided advisory services and held interim executive leadership roles at numerous companies, specializing in financial oversight, corporate restructuring, and strategic growth. Earlier in his career, Mr. Warshaw worked in public accounting and financial institutions, earning his CPA in 1982. Key attributes, Experience and Skills: Mr. Warshaw’s extensive experience in financial and operational management at both public and private companies provides the Board with valuable insights. Mr. Warshaw’s significant experience in acquisitions and divestitures and strong operational, accounting, and finance background are valuable resources to the Board as it exercises its oversight duties and support of the Company’s growth strategies.
DIRECTORS CONTINUING AS DIRECTORS WITH TERMS EXPIRING IN 2026
DIRECTORS CONTINUING AS DIRECTORS WITH TERMS EXPIRING IN 2026 ERIC HASKELL, CPA has been a Director since August 2009. He has over 40 years of experience in senior financial positions at several public and private companies. He has significant expertise in the areas of acquisitions and divestitures, strategic planning and investor relations. From December 2005 through March 2008, Mr. Haskell served as the Executive Vice President and Chief Financial Officer of SunCom Wireless Holdings, Inc., a company providing digital wireless communications services which was publicly traded until its merger with a wholly-owned subsidiary of T-Mobile USA, Inc. in February 2008. He also served as a member of SunCom’s Board of Directors from November 2003 through May 2007. From 1989 until April 2004, Mr. Haskell served as the Chief Financial Officer of Systems & Computer Technology Corp., a NASDAQ listed software and services corporation. He has served as Audit Committee Chairman since 2023. Mr. Haskell received a Bachelors Degree in Business Administration from Adelphi University in 1969. Key attributes, Experience and Skills: Mr. Haskell’s training and extensive experience in financial management at both public and private companies provide the Board with valuable insights. Mr. Haskell’s significant experience in acquisitions and divestitures and investor relations bring strategic judgment and experience to the Board. Mr. Haskell’s strong operational and business background complement his accounting and finance experience and are valuable resources to the Board as it exercises its oversight duties and support of the Company’s growth strategies. DR. ADENIYI LAWAL became a Director in April 2024. Dr. Lawal has considerable experience in both industries and academia, having worked with Shell Petroleum Development Company, Texaco Overseas Oil Company, and three different universities. Currently he is a Professor of Chemical Engineering at the Department of Chemical Engineering & Materials Science, Stevens Institute of Technology where he has been a member of the faculty for over twenty-five years. At Stevens, Dr. Lawal has held several administrative positions, including Program Director, Associate Department Chair, and now, Department Chair. Dr. Lawal has directed research groups in academia, and has been a highly successful researcher, having executed several multi-million dollar, and multi-year projects funded by the Department of Energy and the Department of Defense. ACS-Petroleum Research Fund, GAF Materials Corporation, Phillips Netherlands, and International Flavors & Fragrances have also funded his research. He has published extensively in highly esteemed, archival journals and is the recipient of five U.S. and international patents. Dr. Lawal has also been active in scientific societies, organized and chaired national and international conferences. He received a B.Sc (Honors) Degree in Engineering from the University of Ibadan, Nigeria, an S.M. Degree from the Massachusetts Institute of Technology and a Ph.D. from McGill University, Canada, both in Chemical Engineering. Key Attributes, Experience, and Skills: Dr. Lawal’s core expertise is in catalysis, reaction engineering and process intensification with specific application to renewable energy. His extensive research experience and knowledge of the renewable energy landscape bring valuable insights to the Board on emerging local and global business opportunities in green energy. His administrative and leadership experience that has spanned decades is also of value to the Board. CAROL O’DONNELL has been a Director since November 2018. Ms. O’Donnell joined Protégé Partners, an industry leading firm investing in and seeding smaller and emerging hedge fund managers in 2016 and has served as Chief Executive Officer since 2018. She also provides consulting services to OpenDeal, Inc., a financial services company. Prior to joining Protégé Partners, Ms. O’Donnell was the Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management firm from 2013 to 2016. She also served as General Counsel to Boothbay Fund Management LLC, a registered investment adviser, from December 2019 through May 2021, and was General Counsel and Chief Compliance Officer of each of the Permal Group and Framework Investment Group from 2004 through 2011 and from 2002 to 2004, respectively. Ms. O’Donnell is a director of Apimeds Pharmaceuticals, Inc., a New York Stock Exchange listed company (NYSE: APUS), and a trustee of various family trusts. Ms. O’Donnell is admitted to practice law in the States of New York and Connecticut. Key attributes, Experience and Skills: Ms. O’Donnell’s extensive experience as an attorney enables her to bring valuable strategic insights to the Board in the areas of corporate governance, finance and securities law. Ms. O’Donnell also brings leadership and oversight experience to the Board.
Director Compensation
Director Compensation Each non-employee director receives $2,500 for each meeting attended. Directors who are employees of the Company receive no additional compensation for serving as directors. For the year ended February 28, 2025, director compensation was as follows:
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Christopher Coccio | — | — | 50,000(1) | — | — | 210,400(2) | 260,400 | | Eric Haskell | 10,000 | — | 10,000(3) | — | — | — | 20,000 | | Adeniyi Lawal | 10,000 | — | 10,000(4) | — | — | — | 20,000 | | Carol O’Donnell | 10,000 | — | 10,000(5) | — | — | — | 20,000 | | Philip Strasburg | 10,000 | — | 10,000(6) | — | — | — | 20,000 | | Joseph Riemer | 10,000 | — | 10,000(7) | — | — | — | 20,000 |
2025 Director Compensation
| (1) During fiscal 2025, Dr. Coccio received a grant of 22,222 options exercisable at $4.12 per share. At the end of fiscal 2025, Dr. Coccio held an aggregate of 70,504 stock options. | | (2) Represents salary of $160,000 and bonus of $43,000 paid to Dr. Coccio during fiscal 2025 in connection with his service as Executive Chairman and a Company contribution of $7,400 to the Company’s 401k plan. | | (3) During fiscal 2025, Mr. Haskell received a grant of 5,333 options exercisable at $4.12 per share. At the end of fiscal 2025, Mr. Haskell held an aggregate of 28,359 stock options. | | (4) During fiscal 2025, Dr. Lawal received a grant of 5,333 options exercisable at $4.12 per share. At the end of fiscal 2025, Dr. Lawal held an aggregate of 5,333 stock options. | | (5) During fiscal 2025, Ms. O’Donnell received a grant of 5,333 options exercisable at $4.12 per share. At the end of fiscal 2025, Ms. O’Donnell held an aggregate of 18,359 stock options. | | (6) During fiscal 2025, Mr. Strasburg received a grant of 5,333 options exercisable at $4.12 per share. At the end of fiscal 2025, Mr. Strasburg held an aggregate of 15,636 stock options. | | (7) During fiscal 2025, Dr. Riemer received a grant of 5,333 options exercisable at $4.12 per share. At the end of fiscal 2025, Dr. Riemer held an aggregate of 20,359 stock options. |
2025 Director Compensation
Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards | Option Awards(1) ($) | All Other Compensation(2) | Total ($) | | Christopher L. Coccio(3) CEO, Executive Chairman and Director | 2025 2024 | — 193,800 | — 48,000 | — 0 | — 15,000 | — 7,300 | — 264,100 | | R. Stephen Harshbarger(4) CEO, President and Director | 2025 2024 | 265,000 252,300 | 50,500 55,000 | 0 0 | 60,000 15,000 | 10,000 9,200 | 385,500 331,500 | | Stephen J. Bagley Chief Financial Officer | 2025 2024 | 185,000 176,500 | 37,400 44,000 | 0 0 | 25,000 7,500 | 7,200 6,600 | 254,600 234,600 | | Christopher C. Cichetti Chief Operating Officer | 2025 2024 | 200,000 179,800 | 37,400 37,000 | 0 0 | 90,000 27,500 | 7,400 6,500 | 334,800 250,800 |
Summary Compensation Table
(1)Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements. (2) All Other Compensation represents Company contributions to the Company’s 401K plan. (3)Dr. Coccio stepped down as CEO (Principal Executive Officer) on January 1, 2024 and became Executive Chairman. Dr. Coccio was not a “named executive officer” for purposes of this Table in fiscal 2025. (4)Mr. Harshbarger became CEO (Principal Executive Officer) on January 1, 2024. Officer Compensation Arrangements During fiscal 2025, Mr. Harshbarger was compensated at the rate of $265,000 per annum. During fiscal 2025, Mr. Bagley was compensated at the rate of $185,000 per annum. During fiscal 2025, Mr. Cichetti was compensated at the rate of $200,000 per annum. In addition, each named officer earned bonus compensation based on the achievement of certain operating objectives. Description of Equity Compensation Plans: 2013 Stock Incentive Plan Under the 2013 Stock Incentive Plan (the "2013 Plan"), up to 2,500,000 options and shares had been available for grant to officers, directors, consultants and employees of the Company and its subsidiaries. No additional options or shares could be granted under the 2013 Plan after June 2023. Under the 2013 Plan options expire ten years after the date of grant. As of July 25, 2025, there were 210,770 options outstanding under the 2013 Plan. 2023 Stock Incentive Plan In May 2023, to replace the expiring 2013 Plan, the Company’s Board of Directors authorized the creation of the 2023 Stock Incentive Plan (the “2023 Plan”) pursuant to which the Company may grant up to 2,500,000 options or shares to officers, directors, employees and consultants of the Company and its subsidiaries. The Company’s shareholders approved the adoption of the 2023 Plan in August 2023. As of July 25,2025, there were 220,367 options outstanding under the 2023 Plan. Under the 2023 Plan, option prices must be at least 100% of the fair market value of the common stock at time of grant. For all stock option awards, the exercise price is the closing price of the Company’s common stock on the NASDAQ capital market on the date option awards are issued. For all option grants, except under certain circumstances specified in the plan or unless otherwise specified at the discretion of the Board of Directors, no option may be exercised prior to one year after date of grant, with the balance becoming exercisable in cumulative installments over a three-year period during the term of the option and terminating at a stipulated period of time after an employee's termination of employment. Material Nonpublic Information. The Company does not grant stock option awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. The following table sets forth information regarding outstanding options held as of February 28, 2025 by each named executive officer.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | R. Stephen Harshbarger CEO, President and Director | 5,815 | — | 6.05 | 11/18/2031 | | | 16,340 | — | 6.26 | 02/17/2032 | | | 3,150 | 787 | 5.96 | 11/17/2032 | | | 2,096 | 2,562 | 5.00 | 11/16/2033 | | | — | 23,166 | 4.12 | 08/22/2034 | | Stephen J. Bagley Chief Financial Officer | 2,750 | — | 4.45 | 01/15/2031 | | | 9,804 | — | 6.26 | 02/17/2032 | | | 1,575 | 394 | 5.96 | 11/17/2032 | | | 1,048 | 1,281 | 5.00 | 11/16/2033 | | | — | 9,653 | 4.12 | 08/22/2034 | | Christopher C. Cichetti Chief Operating Officer | 2,750 | — | 4.45 | 01/15/2031 | | | 9,804 | — | 6.26 | 02/17/2032 | | | 1,575 | 394 | 5.96 | 11/17/2032 | | | 1,048 | 1,281 | 5.00 | 11/16/2033 | | | 2,795 | 3,416 | 5.00 | 11/16/2033 | | | — | 34,749 | 4.12 | 08/22/2034 |
Outstanding Equity Awards at Fiscal Year End
Estimated Payments and Benefits Upon Termination or Change in Control The Company has entered into Executive Agreements with R. Stephen Harshbarger, the Company’s Chief Executive Officer and President, Stephen J. Bagley, the Company’s Chief Financial Officer and Christopher L. Coccio, the Company’s Executive Chairman. The agreements, as amended, provide that in the event of a change of control of the Company followed by a termination of the executives’ employment under certain circumstances, the officers shall receive severance payments equal to two years of the executive’s annual base, commissions and bonus compensation paid by the Company for the previous calendar year. Based on last year’s salary arrangements, if the rights of the foregoing officers were to be triggered following a change of control, they would be entitled to the following payments from the Company: Stephen J. Bagley $471,000, Christopher L. Coccio $431,000 and R. Stephen Harshbarger $659,000. Severance Agreements The Company has entered into severance agreements with Stephen J. Bagley, Chief Financial Officer, Christopher Cichetti, Chief Operating Officer, Christopher L. Coccio, Executive Chairman and R. Stephen Harshbarger Chief Executive Officer and President. The agreements provide that in the event of termination of the executives’ employment, other than for cause, the officers shall receive severance payments equal to two weeks of compensation for each full year employed by the Company. Insider Trading Policy The Board of Directors has adopted an Insider Trading Policy which prohibits trading based on “material, nonpublic information” regarding the Company’s securities. The policy covers all officers and directors of the Company and its subsidiaries, all other employees of the Company and its subsidiaries, and consultants or contractors to the Company or its subsidiaries who have or may have access to material non-public information and members of the immediate family or household of any such person. The policy also prohibits our directors, officers and employees from trading in any interest or position relating to the future price of the Company’s securities, such as a put, call or short sale and from entering into hedging or monetization transactions or similar arrangements with respect to the Company’s securities. The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Clawback Policy Our Board has adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.
Pay Versus Performance
Pay Versus Performance Pursuant to the Securities Exchange Act of 1934, as amended, the Company is required to disclose in this proxy statement certain information comparing the total compensation actually paid (“CAP”) to the Company’s Principal Executive Officer (the “PEO”) and the average total compensation paid to the Company’s other named executive officers (“Non-NEOs”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.
Pay Versus Performance
| | (2) | | | | (9) | (13) | (14) | (16) | | Year | Summary Compensation Table Total | Compensation Actually Paid | Summary Compensation Table Total | Compensation Actually Paid | Average Summary Compensation Table Total for Non-PEO NEOs | Value of Average Compensation Actually Paid to Non-PEO NEOs | Initial Fixed $100 Investment based on Cumulative TSR | Net Income | | 2025 | $385,500 (3) | $384,758 (3) | | | $294,700 (10) | $295,622 | $0 (17) | $1,273,414 | | 2024 (1) | $264,100 (4) | $222,902 (6) | $331,500 (7) | $60,941 (8) | $265,764 (11) | $262,241 | $0 (15) | $1,441,463 | | 2023 | $233,773 (5) | $241,435 (5) | | | $250,983 (12) | $256,483 | $4.85 | $635,905 |
Pay Versus Performance
| (1) For the fiscal year ended February 29, 2024 the Company’s Chief Executive Officers were Dr. Christopher L. Coccio and R. Stephen Harshbarger. |
Pay Versus Performance
| (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) in the Company’s most recently filed Form 10-K. See the footnotes to the SCT for further detail regarding the amounts in this column. |
Pay Versus Performance
| (3) Represents compensation paid to R. Stephen Harshbarger who served as the Company’s Chief Executive Officer for the fiscal year ended February 28, 2025. |
Pay Versus Performance
| (4) Represents compensation paid to Dr. Christopher L. Coccio who served as the Company’s Chief Executive Officer for a portion of the fiscal year ended February 29, 2024. |
Pay Versus Performance
| (5) For the fiscal year ended February 28, 2023, the Company’s Chief Executive Officer was Dr. Christopher L. Coccio. |
Pay Versus Performance
| (6) Represents compensation paid to Dr. Christopher L. Coccio, who served as the Company’s Chief Executive Officer for a portion of the fiscal year ended February 29, 2024, as adjusted per SEC rules to calculate CAP in the table below. |
Pay Versus Performance
| (7) Represents compensation paid to R. Stephen Harshbarger who served as the Company’s Chief Executive Officer for a portion of the fiscal year ended February 29, 2024. |
Pay Versus Performance
| (8) Represents compensation paid to R. Stephen Harshbarger, who served as the Company’s Chief Executive Officer for a portion of the fiscal year ended February 29, 2024, as adjusted per SEC rules to calculate CAP in the table below. |
Pay Versus Performance
| (9) The dollar amounts reported in this column represent the average of the amounts reported for Non-PEO NEOs in the “Total” column of the SCT in each applicable year. |
Pay Versus Performance
| (10) The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in fiscal year 2025 are Stephen J. Bagley and Christopher C. Cichetti. |
Pay Versus Performance
| (11) The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in fiscal year 2024 are Stephen J. Bagley and Christopher C. Cichetti. A portion of R. Stephen Harshbarger’s salary is also included for the time he was not the PEO. |
Pay Versus Performance
| (12) The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in fiscal year 2023 are R. Stephen Harshbarger and Stephen J. Bagley. |
Pay Versus Performance
| (13) The dollar amounts reported in this column represent the average amount of CAP to Non-PEO NEOs as a group, as computed in accordance with SEC rules described below. |
Pay Versus Performance
| (14) The cumulative total shareholder return (“TSR”) amounts reported in this column are calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company did not issue dividends during either of the covered periods. |
Pay Versus Performance
| (15) The closing price of the Company’s stock was the same at February 29, 2024 and February 28, 2023. As such, the TSR is zero. |
Pay Versus Performance
| (16) The dollar amounts reported in this column are the Company’s net income amounts reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (17) The closing price of the Company’s stock at February 28, 2025 was $3.70, a decrease from $5.40 at February 29, 2024. As such, the TSR is zero. |
Pay Versus Performance
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. The Company’s NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. The following tables detail these adjustments to compensation as reported in the Summary Compensation Table:
Pay Versus Performance
| | PEO | | Reported Summary Compensation Table Total for 2025 – R. Stephen Harshbarger | $385,500 | | Less: Amounts reported under option awards column in SCT for the covered year | (60,000) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 60,232 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | (175) |
Pay Versus Performance
| Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | (799) | | Compensation Actually Paid for 2025 – R. Stephen Harshbarger | $384,758 |
Pay Versus Performance
| Reported Summary Compensation Table Total for 2024 – Christopher L. Coccio | $264,100 | | Less: Amounts reported under option awards column in SCT for the covered year | (15,000) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 14,895 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | 234 | | Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | 151 | | Salary not attributable to PEO duties | (41,478) | | Compensation Actually Paid for 2024 – Christopher L. Coccio | $222,902 | | Reported Summary Compensation Table Total for 2024 – R. Stephen Harshbarger | $331,500 | | Less: Amounts reported under option awards column in SCT for the covered year | (15,000) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 14,906 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | (110) | | Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | 60 | | Salary not attributable to PEO duties | (270,415) | | Compensation Actually Paid for 2024 – R. Stephen Harshbarger | $60,941 |
Pay Versus Performance
| Reported Summary Compensation Table Total for 2023 – Christopher L. Coccio | $233,773 | | Less: Amounts reported under option awards column in SCT for the covered year | (15,000) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 15,092 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | 608 | | Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | 6,962 | | Compensation Actually Paid for 2023 – Christopher L. Coccio | $241,435 |
Pay Versus Performance
| | Non PEO | | Reported Summary Compensation Table Total for 2025 | $294,700 | | Less: Amounts reported under option awards column in SCT for the covered year | (115,000) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 115,445 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | (346) | | Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | 823 | | Compensation Actually Paid for 2025 | $295,622 | | Reported Summary Compensation Table Total for 2024 | $265,764 | | Less: Amounts reported under option awards column in SCT for the covered year | (50,000) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 46,687 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | (210) | | Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | 0 | | Compensation Actually Paid for 2024 | $262,241 |
Pay Versus Performance
| Average Reported Summary Compensation Table Total for 2023 | $250,983 | | Less: Amounts reported under option awards column in SCT for the covered year | (11,250) | | Plus: Year-end fair value of stock option awards granted during the covered year that remain unvested as of year-end. | 11,280 | | Change (positive or negative) in fair value from prior year end to covered year end of option awards granted prior to covered year that were outstanding and unvested as of covered year end. | 2,972 | | Change (positive or negative) in fair value from prior year end to vesting date of stock option awards granted prior to covered year that vested during covered year. | 2,498 | | Compensation Actually Paid for 2023 | $256,483 |
Pay Versus Performance
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of option awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the Company’s Black-Scholes option pricing model, the assumptions of which are described in Note 4 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2025.
Pay Versus Performance Relationship Disclosures
Pay Versus Performance Relationship Disclosures Compensation Actually Paid and Cumulative Total Shareholder Return The graph below compares the compensation actually paid to the Company’s PEO and the average of the compensation actually paid to the Company’s remaining NEOs, with the cumulative total stockholder return on the Company’s common stock for the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023. Total stockholder return amounts reported in the graph assume an initial fixed investment of $100 on March 1, 2022. Compensation Actually Paid and Net Income The graph below compares the compensation actually paid to the Company’s PEO and the average of the compensation actually paid to the Company’s remaining NEOs, with the Company’s net income for the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023. Description of 401 (k) Plan Effective April 1, 2000, the Company instituted the Sono-Tek Corporation 401(k) Plan (“401(k) Plan”) for employees of the Company, its subsidiaries and affiliates pursuant to the Internal Revenue Code. Under the 401(k) Plan, an eligible employee can elect to make a salary reduction of up to 20% of his or her compensation as defined in the plan.