Henry Sicignano III
About Henry Sicignano III
Henry Sicignano III is President (Principal Executive Officer) of Charlie’s Holdings (CHUC), appointed April 1, 2021, age 57 as of June 11, 2025. He holds a BA in Government from Harvard College and an MBA from Harvard University . Track record highlights include prior service as CEO and earlier President/Director of 22nd Century Group (2011–2019), where he led regulatory and capital markets initiatives and helped raise more than $120 million, culminating in an FDA PMTA marketing order in 2019 . Pay-for-performance disclosures show value of a fixed $100 TSR investment of $49.82 (2024), $106.21 (2023), and $38.86 (2022), alongside net loss of $(4,159)k (2024), $(2,093)k (2023), and $(1,592)k (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charlie’s Holdings, Inc. | President (PEO) | 2021–present | Leads business strategy and capital markets/IR; executes uplisting initiatives . |
| 22nd Century Group, Inc. | CEO | 2015–2019 | Raised >$120M, led PMTA/MRTPA filings, built regulatory team; PMTA marketing order in 2019 . |
| 22nd Century Group, Inc. | President and Director | 2011–2019 | Led public-listing evolution and commercialization initiatives . |
| Anandia Laboratories, Inc. | Director | 2014–2018 | Board member until sale to Aurora Cannabis (ACB) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kartoon Studios, Inc. (TOON) | Board Member; Audit Committee Chairman | 2023–present | Appointed May 26, 2023 . |
| Greenwave Technology Solutions, Inc. (GWAV) | Board Member; Audit Committee Chairman | 2023–2024 | Served since July 12, 2023; disclosed as of Apr 17, 2024 . |
Fixed Compensation
Summary Compensation Table for Henry Sicignano III (PEO)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | 145,000 | 231,000 | 193,000 | 200,000 |
| Bonus ($) | 8,000 | 16,000 | 10,000 | — |
| Stock Awards ($, grant-date FV) | 65,000 | 18,000 | 66,000 | — |
| All Other Compensation ($) | — | 5,000 | 54,000 | 42,818 |
| Total ($) | 218,000 | 270,000 | 323,000 | 242,818 |
- Base salary actions: Executives (including Sicignano) temporarily reduced base salaries starting Dec 2022; for 2023, reduced levels were $220,000 for Sicignano, later reduced to $200,000; 2024 annual salary recorded at $200,000 .
- “All Other” comp includes 401k, healthcare, and auto allowance .
- Cash “bonuses” in 2023/2022 reflect payments to satisfy income tax liabilities from restricted stock awards, not performance bonuses .
Performance Compensation
Annual Bonus Plan Outcomes
| Year | Metric Framework | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| 2024 | KPIs and business objectives (per employment agreement eligibility) | Not disclosed | Not disclosed | 0 | No annual cash bonus awarded. |
| 2023 | KPIs and business objectives (per employment agreement eligibility) | Not disclosed | Not disclosed | 0 (separate tax-related cash payments tied to RSAs) | No annual cash bonus awarded. |
- Specific performance metrics, weightings, and targets for annual incentives were not disclosed in proxy filings; eligibility is per agreement based on KPIs/business objectives .
Stock Awards Granted (Grant-date Fair Value)
| Year | RSU/Stock Awards ($) |
|---|---|
| 2024 | — |
| 2023 | 66,000 |
| 2022 | 18,000 |
| 2021 | 65,000 |
Outstanding Equity (as of 12/31/2023)
| Instrument | Units | Value Basis |
|---|---|---|
| Unvested restricted stock | 1,333,333 | $159,733 market value at $0.1198 close on 12/29/2023 |
| Stock options | None reported | — |
Initial Time-Vested Equity Grant (upon appointment)
| Grant Date | Type | Shares | Vesting | Accelerated Vesting Triggers |
|---|---|---|---|---|
| 04/01/2021 | Restricted stock | 150,000,000 | 75,000,000 on 04/01/2022; 75,000,000 on 04/01/2023 | Change in control; death/disability; resignation for Good Reason; termination Without Cause |
Note: The above grant was disclosed in 2021; later share counts in ownership/awards tables reflect subsequent corporate actions and reporting conventions (no separate detail on share adjustments was provided in the excerpts cited) .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Common shares beneficially owned | 8,600,001 | 9,100,001 | 9,600,001 |
| Ownership % of class | 3.8% | 3.8% | 3.7% |
- Options held: none reported for Sicignano in beneficial ownership tables (options appear for other insiders) .
- Pledging/Hedging: No explicit executive hedging/pledging policy or pledging disclosure for Sicignano was found in the 2023–2025 proxy materials reviewed .
- Stock ownership guidelines: Not disclosed in the cited proxy materials .
Employment Terms
- Appointment and Term: Appointed President effective April 1, 2021; initial 2-year term with automatic annual renewals unless terminated .
- Base Salary and Bonus Eligibility: Initial base salary $200,000 through Dec 31, 2021 with annual increases thereafter; eligible for annual cash bonus based on KPIs and business performance objectives .
- Severance: If terminated without Cause or for Good Reason, entitled to one year of base salary and benefits; in change in control, all unvested equity awards immediately vest (single-trigger acceleration in summary) . The 2021 grant also accelerates upon CIC, death/disability, Good Reason resignation, or termination Without Cause .
- Equity Eligibility: Eligible for additional restricted stock and/or options as awarded by the Board .
- Outside Activities: Agreement permits continued paid consulting for 22nd Century Group during employment .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting (covering 2023 compensation): Advisory say‑on‑pay approved with 117,110,693 For, 2,031,019 Against, 1,423,446 Abstentions (broker non-votes 16,101,210) .
Related Party Transactions
- Insider Financing: In July–August 2023, CHUC issued unsecured notes to executives (including Sicignano) and major stockholders at 21% interest; $1.07M principal repaid in 2023 with $70k interest; as of 12/31/2023, $400k of notes remained outstanding with Ryan Stump and Henry Sicignano III, extended to May 17, 2024 .
Performance & Track Record
- Pay-for-Performance outcomes: PEO Compensation Actually Paid vs SCT totals and TSR presented; TSR value of $100 investment was $49.82 (2024), $106.21 (2023), and $38.86 (2022); Net (loss) income: $(4,159)k (2024), $(2,093)k (2023), $(1,592)k (2022) .
- Prior successes (22nd Century Group): Led funding (> $120M), regulatory filings (PMTA/MRTPA), and commercialization; PMTA marketing order in 2019 .
Compensation Structure Analysis
- Mix and trends: Recent years show low or no performance cash bonuses (apart from tax-related payments tied to RSAs), with compensation primarily base salary plus modest equity awards (none in 2024; $66k in 2023; $18k in 2022) .
- Metric transparency: The employment agreement references KPI/operational objectives for bonuses, but proxy filings do not disclose specific metric weightings or targets; pay outcomes show no annual bonus payouts in 2024/2023 .
- Equity risk profile: The 2021 time-based RSA with broad acceleration provisions (CIC, Good Reason, Without Cause, death/disability) reduces performance linkage vs. pure performance-based equity; 2024 showed no new stock awards .
- Shareholder sentiment: Strong say‑on‑pay support in 2024 suggests limited investor concern about pay design at that time .
Investment Implications
- Alignment: Meaningful ownership (3.7–3.8% of outstanding shares across 2023–2025) creates tangible alignment; lack of disclosed pledging is a positive, though no formal ownership guidelines were identified .
- Incentive risk: Limited disclosure on bonus metrics and prevalence of time-based and accelerated vesting (including single-trigger CIC vesting) can weaken pay-for-performance rigor and could be viewed as shareholder-unfriendly in a sale scenario .
- Liquidity/financing signal: 2023 insider loans at 21% suggest prior liquidity stress; repayment progress mitigates but highlights financing reliance on insiders—monitor for recurrence and any associated insider selling pressure if equity is granted anew .
- Execution backdrop: Company TSR swung materially YoY while net income remained negative; with no 2024 equity grant for the PEO and strong say‑on‑pay support, the Board appears to be containing equity dilution while investors endorsed the program—watch for 2025–2026 equity grant cadence and any shift to performance-based equity that tightens alignment .