Louisa Sanfratello
About Louisa Sanfratello
Louisa Sanfratello, CPA, serves as Chief Financial Officer and Secretary of AmpliTech Group, Inc. and is also a member of the Board of Directors; she has been an accountant since 1987 with audit and controllership experience across public and nonprofit sectors . She joined AmpliTech in 2012 and is currently age 60 (59 in 2024) . Company performance over the last three fiscal years shows revenue declining from $19.4M (FY22) to $9.5M (FY24), EBITDA turning increasingly negative, and net losses widening; TSR (value of $100 initial investment) moved from 61 (FY22) to 54 (FY23), then to 130 (FY24) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $19,394,492 | $15,584,577 | $9,508,372 |
| EBITDA ($USD) | $683,099* | $(2,046,376)* | $(7,423,300)* |
| Net Income ($USD) | $(677,107)* | $(2,465,439)* | $(11,242,404)* |
| TSR (Value of $100 investment) | 61 | 54 | 130 |
Values with asterisks (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Holtz Rubenstein & Co (public accounting) | Auditor | Several years | Built audit fundamentals and financial reporting rigor |
| The New Interdisciplinary School | Controller | Over 10 years | Oversaw accounting and worked directly with NYS Department of Education |
| Make-A-Wish Foundation of Suffolk County | Chief Accountant | Not disclosed | Partnered with President/CFO, strengthened nonprofit financial controls |
| AmpliTech Group, Inc. | Chief Financial Officer & Secretary | Since 2012–present | Manages finances/SEC filings, budgets/cash flow, supports CEO in business development |
External Roles
- No other public company boards disclosed in AMPG’s recent proxies for Sanfratello; biography lists roles without additional public directorships .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2021 | $195,192 | Not disclosed | $15,000 (cash) | Salary increased to $200,000 effective Mar 1, 2021 |
| 2022 | $273,558 | Not disclosed | — | Board approved salary of $275,000 effective Jan 1, 2022 |
| 2023 | $275,000 | Not disclosed | — | — |
| 2024 | $245,384 | Not disclosed | — | Officers voluntarily reduced salaries by 20% in June 2024; reinstated Jan 1, 2025 |
Performance Compensation
- No annual non-equity incentive plan payouts disclosed for Sanfratello; compensation mix is primarily salary and stock options with time-based vesting, not tied to explicit performance metrics .
- Company adopted an SEC/Nasdaq-compliant clawback policy effective Oct 2, 2023; executives agreed in writing; Compensation Committee administers recoveries upon restatements .
| Grant Date | Instrument | Shares | Strike | Vesting | Expiration | Status (as of date) |
|---|---|---|---|---|---|---|
| Nov 26, 2021 | Stock Options | 50,000 | $3.52 | Immediate vest | Not disclosed | Historical grant |
| Jun 14, 2022 | Stock Options | 50,000 | $1.72 | Quarterly over 5 years | Jun 14, 2027 | 17,500 exercisable; 32,500 unexercisable (as of FY23) |
| Dec 20, 2022 | Stock Options | 50,000 | $1.92 | Quarterly over 5 years | Dec 20, 2032 | 10,000 exercisable; 40,000 unexercisable (as of FY23) |
| Dec 20, 2023 | Stock Options | 50,000 | $1.73 | Quarterly over 5 years | Dec 20, 2033 | 12,500 exercisable; 37,500 unexercisable (as of FY24) |
Context on valuation assumptions disclosed for company option grants: expected term ~7.36 years, volatility ~120.7%, risk-free rate ~3.88% for Dec 2023 grants (fair value $315,593 for the grant set); similar Black-Scholes assumptions disclosed for 2022 grants (values $304,148 and $357,425) .
Equity Ownership & Alignment
| Date (Record) | Direct Shares | Options (within 60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|
| Oct 18, 2024 | 10,000 | 102,500 | 112,500 | 1.0% (based on 11,091,601 shares) |
| Oct 15, 2025 | 10,000 | 135,000 | 145,000 | Less than 1% (based on 20,631,595 shares) |
- Insider Trading Policy prohibits hedging, short sales, use of company securities for margin, and pledging; thus, pledging risk is mitigated .
- Historical Form 3 (2020) indicated indirect beneficial ownership via family accounts: 108,572 and 77,380 common shares held by her sons (Matthew and Michael), noted as indirect holdings at that time .
Employment Terms
- Equity Incentive Plan: 2020 Plan adopted Dec 14, 2020; amended/restated Dec 2023 to increase shares available to 2,250,000; permits options, RSUs, PSUs, SARs, and other awards .
- Grant timing: Compensation Committee states no practice of timing grants around MNPI; may defer grants to first trading day after public disclosure when material announcements are anticipated .
- Clawback: Policy adopted to comply with Exchange Act Section 10D/Nasdaq 5608; recovery applies to erroneously awarded incentive compensation upon restatements; prohibits indemnification/insurance reimbursement; executives must sign acknowledgments .
- Hedging/10b5-1: Hedging banned; Rule 10b5-1 trading programs permitted under Insider Trading Policy .
- Change-of-control: Plan defines qualifying change-in-control events with Section 409A-compliant provisions; award treatment follows plan terms; executive-specific severance economics not disclosed .
Board Governance
- Board Service: Sanfratello serves as CFO and Director; appointed to board for her product knowledge and financial/accounting expertise .
- Committee Roles: AMPG maintains Audit, Compensation, and Nominating & Corporate Governance Committees chaired by independent directors—Audit (Andrew Lee), Compensation (Daniel Mazziota), Nominating (Matthew Kappers in 2024; Shailesh “Sonny” Modi in 2025) . Sanfratello, as an executive, is not listed as an independent director and is not a committee member .
- Independence: Three independent directors affirmed under Nasdaq/SEC rules (2024: Kappers, Lee, Mazziota; 2025: Modi, Lee, Mazziota) .
- Attendance: Directors attended 100% of board and committee meetings in FY23 (10 meetings; two executive sessions without management) ; in FY24 (7 meetings; two executive sessions) .
Director Compensation
- Officers serving as directors are included only in executive compensation disclosures; non-employee directors received stock awards of $27,600 (FY23) and $30,000 (FY24), and starting Jan 2025 standard director agreements provide 15,000 RSUs annually .
Performance Compensation Details (Metrics Table)
- No disclosed CFO-specific performance metrics or weightings tied to annual pay; equity awards vest time-based. Company-level “Pay Versus Performance” provides context rather than pay determination inputs .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | — | — | — | — |
| PSUs/Performance Awards | Not disclosed | — | — | — | — |
| Stock Options | Not performance-based | — | — | — | Quarterly over 5 years or immediate (2021) |
Related Party Transactions and Compliance
- No related party transactions >$120,000 involving directors or executives since FY23/FY24, other than compensation .
- Section 16(a) reporting compliance affirmed for FY24 .
Equity Ownership & Alignment Diagnostics
- Ownership stake is modest (<1%); alignment relies on option grants that vest over time, with explicit prohibitions on hedging/pledging strengthening alignment .
- Stock ownership guidelines for executives are not disclosed; compliance against guidelines cannot be assessed from filings .
Investment Implications
- Pay-for-performance alignment: Absence of disclosed performance-linked bonuses or PSUs and reliance on time-vested options suggests lower “at-risk” performance sensitivity; clawback policy and hedging/pledging prohibitions add governance safeguards .
- Retention and selling pressure: Multi-year, quarterly vesting of sizable option grants (2022–2023) creates a steady cadence of potential exercisability; Rule 10b5-1 plans are permitted, which could lead to periodic sales if established .
- Dual-role governance: Sanfratello is a management director; while the board maintains three independent directors and independent committee leadership, her dual role reduces board independence optics and concentrates management influence; consistent 100% attendance and executive sessions help mitigate .
- Execution risk: Company fundamentals deteriorated materially through FY24 (revenues down, EBITDA/net losses widened), though TSR improved in FY24; compensation structures don’t show sharpening of performance metrics, raising questions on incentive calibration amid turnaround needs .
All information above is sourced from AMPG’s 10-Ks, DEF 14A filings, 8-Ks, and SEC forms as cited in-line. Values marked with asterisks (*) were retrieved from S&P Global.