Scott A. Malmanger
About Scott A. Malmanger
Scott A. Malmanger is Chief Financial Officer (since May 2022) and Corporate Secretary (since November 2022) at BK Technologies. He is 69, a CPA (Inactive) and Certified Management Accountant, with an MBA from the University of Minnesota–Mankato and a bachelor’s in Mathematics and Business Administration from Pillsbury College . During 2024, BK posted sales of $76.6M (+3.4% YoY) with gross margin expansion to 37.9% and a swing to $8.4M net income from a $2.2M loss in 2023, while the Company’s 3-year TSR measure rose to $298.77 at YE 2024 (value of $100 initial investment), framing a significantly improved operating and shareholder return backdrop under which he served as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneroRx Inc. | Chief Financial Officer | Oct 2019 – Oct 2021 | Led finance at a retail pharmacy group |
| iCoreConnect, Inc. (OTC: ICCT) | Chief Financial Officer | May 2017 – Apr 2019 | CFO for SaaS EMR provider |
| Atlantic Tower Services, Inc. | VP of Finance | Nov 2015 – May 2017 | Finance leadership in cell tower maintenance services |
| American K-9 Detection Services, LLC | CFO/VP Finance | May 2010 – Feb 2015 | Finance lead for government services contractor (DoD/State) |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | 227,216 | 229,228 |
| Bonus | — | — |
| Stock Awards | 7,773 | 16,366 |
| Option Awards | 37,970 | 845,640 |
| All Other Compensation | 5,473 | 6,710 |
| Total | 278,432 | 1,097,944 |
Additional salary actions:
- Initial CFO base salary set at $235,000 (10/31/2022) .
- Raised to $242,520 (effective 2/1/2024) and $250,000 (effective 7/1/2024) .
- Raised to $300,000 effective 4/1/2025 .
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Strike/Price | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | 7/11/2023 | 5,000 options | $15.53 | 5 equal annual installments beginning 7/11/2024 | 10-year term |
| Stock Options | 2/6/2024 | 30,000 options | $12.27 | 5 equal annual installments beginning 2/6/2025 | 10-year term |
| RSUs (Salary Swap) | 9/1/2023–8/31/2024 | 2,415 RSUs in lieu of cash salary ($10 per RSU) | $10 exchange rate | Not specified | Executive Salary Swap Program terms disclosed; vesting not specified |
- Annual cash bonus: eligible, metrics and target percentage not disclosed for CFO; bonus paid shown as “—” for 2023–2024 .
- Company-wide: on 7/10/2025, BK approved performance-based stock options for certain executives (not named) with $42.81 strike, vesting on share price hurdles through 7/10/2030 (context for team-wide incentives) .
Vesting calendar and potential selling pressure:
- 6,000 options scheduled to vest each 2/6/2025–2/6/2029 from 2024 grant .
- 1,000 options scheduled to vest each 7/11/2025–7/11/2027 from 2023 grant (1,000 vested 7/11/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Record Date 4/22/2025) | 14,302 shares total, including 8,302 shares and options to purchase 6,000 shares exercisable within 60 days |
| Ownership % of Outstanding | Less than 1% (shares outstanding 3,584,346) |
| Exercisable vs. Unexercisable (12/31/2024 snapshot) | Unexercisable: 4,000 (7/11/2023 grant) and 30,000 (2/6/2024 grant) |
| Pledging/Hedging | Company policy prohibits hedging and pledging by officers/directors |
| Insider Plans/Trading (Q3’25) | No adoption/modification/termination of Rule 10b5-1 or non-10b5-1 trading arrangements by executive officers during Q3’25 |
| Recent Form 4 Note | Form 4 filed 3/31/2025 reported an option grant (7/11/2023) and an option exercise on 11/20/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Role and Start | CFO since May 2022; Secretary since Nov 2022 |
| Current Base Salary | $300,000 effective 4/1/2025 |
| Annual Bonus Eligibility | Eligible for performance-based annual bonus; CFO target metrics/percent not disclosed |
| Severance (without Cause) | 6 months base salary (greater of current or original base) paid over 12 months |
| Change-of-Control Cash | Specific CoC cash bonus disclosed for CEO only; CFO not specified for cash bonus |
| Equity Treatment on CoC | 2017 Plan: generally double-trigger if awards assumed; single-trigger (full vest) if not assumed; performance awards at target |
| Clawback | Policy adopted in 2023; 3-year lookback for accounting restatements |
| Non-Compete/Non-Solicit | Customary covenants in CFO employment agreement |
| Insider Policy | Hedging and pledging prohibited; preclearance/blackouts apply |
Company Performance Backdrop (context during CFO tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Sales, net ($000s) | 74,094 | 76,592 |
| Gross Margin % | 30.0% | 37.9% |
| Operating Income (Loss) ($000s) | (777) | 7,828 |
| Net Income (Loss) ($000s) | (2,230) | 8,359 |
| TSR (Value of Initial $100 Investment) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR | 144.64 | 106.56 | 298.77 |
Additional context:
- Sales growth driven by BKR9000 adoption and manufacturing transition efficiencies; SG&A ratio improved; returned to operating profitability in 2024 .
- East West Manufacturing arrangement and warrant ownership detail provided under related-persons section (counterparty also a >5% holder) .
Say-on-Pay & Compensation Governance
- Say-on-Pay approval: ~98.4% support at 2024 annual meeting; Compensation Committee retained CAP as independent consultant in 2024–2025; no conflict identified .
Investment Implications
- Pay-for-performance alignment: 2024 saw a step-change to equity-heavy compensation (options fair value ~$846k), along with RSUs via salary swap, aligning upside with sustained TSR and share price performance; no cash bonus paid for 2023–2024, and 2024 operating/net income turned positive, supporting alignment perceptions .
- Retention vs. selling pressure: A substantial unvested option overhang (30k from 2024; 4k remaining unvested from 2023 at 12/31/24) vests annually around Feb 6 and July 11, potentially creating periodic liquidity windows; however, hedging/pledging is prohibited and blackout/preclearance applies, mitigating opportunistic selling risk .
- Change-in-control and severance economics: CFO has modest cash severance (6 months base) and standard double-trigger equity vesting if awards are assumed, implying no outsized golden parachute risk; clawback policy adds downside discipline .
- Ownership and alignment: Direct ownership is <1% (14,302 shares including 6,000 options exercisable within 60 days as of 4/22/25), which is typical for small-cap CFOs but not a large personal stake; strong say-on-pay support and independent consultant oversight help offset governance concerns .
- Execution considerations: 2024 margin and earnings inflection, improved TSR, and manufacturing transition benefits provide a constructive backdrop; continued execution on BKR Series demand and third-party manufacturing dependencies (East West) remain key variables to monitor under finance stewardship .