Werner Funk
About Werner Funk
Werner Funk is President, Chief Executive Officer, Secretary, and Director of Omnitek Engineering Corp. and has served since the company’s formation in May 2001; he is age 67 and was born in Germany, with a bachelor’s degree in automotive technology, prior experience at Mercedes-Benz and Porsche racing, and is listed as inventor/co-inventor on several patents . He signed Omnitek’s FY 2024 10-K as CEO, Principal Accounting Officer, and Director, and also signed CFO certifications, evidencing dual executive roles . As founder, he holds significant beneficial ownership—42.49% as of December 31, 2024 and 41.16% as of July 30, 2025—indicating high economic alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercedes-Benz | Automotive role (Germany) | Not disclosed | Technical grounding in automotive technology |
| Porsche factory-sponsored racing team | Assistant crew chief | Not disclosed | Performance and engineering experience in motorsport |
| Omnitek Engineering Corp. | CEO, President, Secretary, Director, Founder | 2001–present | Founding leadership; product design, marketing; multi-role governance responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nology Engineering Inc. | President and CEO; continuing engagement permitted | 1978–present (current) | Parallel leadership in automotive aftermarket; permitted outside role under employment agreement; no current direct competition with Omnitek |
Fixed Compensation
Multi-year summary for named executive officer compensation:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 150,000 | 150,000 |
| Stock Awards ($) | - | - |
| Option Awards ($) | 1,795 | 3,771 |
| Non-Equity Incentive Plan ($) | - | - |
| All Other Compensation ($) | - | - |
| Total ($) | 151,795 | 153,771 |
Narrative:
- Employment Agreement effective May 3, 2024 for three years (to May 3, 2027), with auto-renewal for one-year terms thereafter; base salary $150,000 per year reviewed annually by the Board .
- Benefits include group medical, disability, life insurance participation, vacation (3 weeks per year), and expense reimbursement, consistent with executive programs .
Performance Compensation
Structure and metrics (company disclosures):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (discretionary, performance-based criteria) | Not disclosed | Not disclosed | Not disclosed | $0 for FY 2023 and FY 2024 (non-equity incentive plan shows “-”) | N/A |
| Additional bonus (discretionary) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A |
| Option grant (employment-linked) – 300,000 shares @ $0.015 | N/A | N/A | N/A | Grant-date accounting value in FY 2024 included in option awards total | 1/36 per month; fully vested at 3rd anniversary (7-year term) |
| Director option grants – 50,000 shares (2024 & 2025) | N/A | N/A | N/A | N/A | Immediate vesting; 7-year term |
Key terms:
- Employment Agreement bonus framework is discretionary and tied to performance-based criteria for executives; no specific KPIs (revenue, EBITDA, TSR, ESG) were disclosed .
- 300,000 employment-linked options vest 1/36 monthly and are fully vested at the three-year anniversary; 7-year exercisability .
- Director option grants to Funk in April 2024 and April 2025 vest immediately; exercisability 7 years .
Equity Ownership & Alignment
Ownership snapshot and vesting details:
| Date | Beneficial Ownership (shares) | % of Outstanding | Constituents |
|---|---|---|---|
| 12/31/2024 | 9,333,192 | 42.49% | 8,358,132 common shares + 958,333 vested options + 16,667 options vesting within 60 days; sole voting/dispositive power via Werner Funk Trust UDT 9/25/07 |
| 7/30/2025 | 9,041,466 | 41.16% | 8,413,192 common shares + 666,667 vested options + 16,667 options vesting within 60 days; sole voting/dispositive power via Werner Funk Trust UDT 9/25/07 |
| Shares Outstanding | 21,948,091 (record date) | — | — |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Vested Options (#) | Unvested Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 1/11/2018 | 50,000 | - | 0.077 | 1/10/2025 |
| 1/15/2018 | 300,000 | - | 0.077 | 1/14/2025 |
| 1/16/2019 | 50,000 | - | 0.099 | 1/15/2026 |
| 3/27/2020 | 50,000 | - | 0.066 | 3/26/2027 |
| 3/10/2021 | 300,000 (DEF shows 275,000 vested) | - | 0.116 | 3/9/2028 |
| 4/18/2022 | 50,000 | - | 0.0584 | 4/17/2029 |
| 4/18/2023 | 50,000 | - | 0.0397 | 4/17/2030 |
| 4/25/2024 (Director) | 50,000 | - | 0.0176 | 4/24/2031 |
| 5/3/2024 (Employment) | 58,333 vested; 241,667 unvested | 241,667 | 0.015 | 5/2/2031 |
Additional alignment and governance:
- Board notes Section 16 filing compliance for FY 2024; no specific Form 4 transactions disclosed in proxy excerpts .
- No pledging or hedging disclosures identified in provided documents; Code of Ethics referenced from prior filings .
Employment Terms
| Term | Details |
|---|---|
| Effective Date and Term | May 3, 2024; initial three-year term through May 3, 2027, auto-renewal for 1-year terms unless terminated |
| Position | President and CEO; member of Board if elected; reports to Board |
| Base Salary | $150,000 per year; reviewed by Board |
| Annual Bonus | Discretionary; performance-based criteria applicable generally to executives |
| Equity Grant (Employment) | Options to purchase 300,000 shares at $0.015; vest 1/36 monthly; fully vested at 3rd anniversary; 7-year term |
| Outside Roles | May continue as President/CEO and Director of Nology; acknowledged as non-competing with Company’s current business |
| Noncompete | During employment; global (“Protected Territory” = world); excludes permitted Nology role |
| Nonsolicit | Two years post-termination (employees, customers, contractors) |
| Confidentiality | During employment and for two years thereafter, subject to specified exceptions |
| Termination – For Cause | Defined (including repeated failure to perform, illegal conduct, etc.), with notice and cure rights except for felony; payout of accrued amounts and benefits |
| Termination – Company (other than Cause/Disability) | Full Termination Compensation under 18(c) |
| Termination – Good Reason (incl. post-CoC conditions) | Employee may terminate for Good Reason with Full Termination Compensation; post-Change-of-Control constraints defined (title/role thresholds) |
| Change of Control | Defined (acquisition of control or sale of substantially all assets); 50% voting power test for surviving entity |
| Full Termination Compensation (18(c)) | Accrued amounts; continuation of Base Salary for 24 months; greater of minimum annual bonus for each of the four quarters in the year of termination or the additional bonus earned in the prior four quarters; continuation of group medical coverage for up to three months; full acceleration of all vesting of options and shares, exercisable for two years post-termination |
| Disability Termination Compensation (18(j)) | Accrued amounts; 12 months of Base Salary; group medical coverage continuation for up to two months |
| Excise Tax Gross-Up | Company pays 280G excise tax “Gross-Up Payment” if imposed on payments exceeding thresholds; determination by Accounting Firm; red-flag tax gross-up provision |
Board Governance
- Board composition: three directors—two outside independent directors comprise the Audit Committee; John M. Palumbo is Audit Committee Chair and considered a financial expert .
- Compensation Committee: the Board of Directors serves as the Compensation Committee and Plan Administrator for Omnitek’s long-term incentive plans .
- Meetings: four Board meetings held in FY 2024; audit committee meeting count in FY 2023 was one; Board took action by unanimous written consent on four occasions in each of 2023 and 2024 .
- Dual-role implications: Funk serves simultaneously as CEO, Secretary, Director, and signs CFO certifications; combined roles may reduce independence of oversight, and the Board itself administers compensation plans .
Director Compensation
| Grant Date | Role | Shares | Exercise Price ($) | Vesting | Term |
|---|---|---|---|---|---|
| 4/25/2024 | Director | 50,000 | 0.0176 | Immediate | 7 years |
| 4/25/2025 | Director | 50,000 | 0.0220 | Immediate | 7 years |
Note: Proxy states no cash compensation paid to directors who were not named executive officers in FY 2024, other than the option grants above .
Performance & Track Record
- Background competencies: over 30 years in international business, manufacturing, engineering, marketing, and internet commerce; listed patents .
- Company-level performance metrics (TSR, revenue growth, EBITDA) not tied to disclosed executive compensation metrics; non-equity incentive payouts were not reported for FY 2023–2024 .
- Certifications: Funk signed CEO and CFO certifications for FY 2024 10-K and Q2 2025 10-Q, reflecting direct accountability for internal controls and financial reporting .
Compensation Structure Analysis
- Cash vs equity mix: base salary flat at $150,000 in both FY 2023 and FY 2024; option award values increased modestly ($1,795 to $3,771) .
- Equity instruments: shift towards options with long-dated expirations; 2024 employment grant vests over three years plus immediate director grants .
- Governance red flags: presence of 280G excise tax gross-up in employment agreement; Board acting as its own compensation committee; CEO performing CFO certification functions .
Vesting Schedules and Insider Selling Pressure
- Employment options vest monthly (1/36) and fully vest at the third anniversary; director options vest immediately; multiple legacy grants fully vested or near expiration .
- Section 16 compliance indicates filings completed for FY 2024; specific Form 4 transaction details were not disclosed in the provided excerpts; use of director-level grants may create intermittent selling pressure upon exercise depending on liquidity conditions .
Equity Ownership Guidelines, Pledging, Hedging
- No executive or director stock ownership guidelines disclosed in provided documents .
- No pledging or hedging policy disclosures for Funk found in provided documents; Code of Ethics is referenced from earlier filings .
Employment Contracts, Severance, and Change-of-Control Economics
- Three-year agreement with auto-renewals; base salary $150,000; discretionary bonuses; noncompete during employment; nonsolicit for two years post-termination; confidentiality obligations .
- Full Termination Compensation: 24 months salary; bonus protection; medical continuation; full option/share vesting acceleration with two-year post-termination exercisability; Disability Termination Compensation: 12 months salary; shorter medical continuation .
- Change of Control: defined; Good Reason thresholds set post-CoC to prevent trigger unless role materially downgraded; excise tax gross-up structurally increases payout in certain scenarios .
Investment Implications
- Alignment: Founder-level ownership of 41–42% implies strong long-term alignment and potential trading signal sensitivity to insider actions; however, liquidity and control concentration are notable considerations .
- Retention and risk: Long vesting schedule on the 300,000 employment grant supports retention; robust severance (24 months salary, full vesting acceleration) and excise tax gross-up elevate termination/change-of-control costs and are governance red flags in many frameworks .
- Governance: Board as its own compensation committee and CEO-CFO combined certifications suggest oversight concentration; audit committee is independent and chaired by a financial expert, partially mitigating risk .
- Compensation-performance linkage: Discretionary bonus design without disclosed KPIs, plus minimal non-equity incentive payouts in recent years, indicates limited transparency in pay-for-performance alignment .
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