Michael R. Guzzetta
About Michael R. Guzzetta
Michael R. Guzzetta is Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of ProtoKinetix (PKTX) following his appointment on November 16, 2025; his compensation under the November 14, 2017 employment/consulting agreement was not modified at that time . He has served as CFO since November 14, 2017 and is a Certified Public Accountant with prior roles in corporate management (communications and energy), Treasurer/principal financial officer of Trans Energy Inc. (2014–2015), and adjunct professor at Stark State College; he holds a BA in Accounting (Walsh University, Magna Cum Laude) and an MBA (Capital University) . Age was disclosed as 64 as of December 22, 2021 . The company’s filings show Mr. Guzzetta’s compensation consisted of consulting fees and option awards; no non‑equity incentive plan compensation was reported (i.e., no disclosed TSR/revenue/EBITDA targets or payouts) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trans Energy Inc. | Treasurer and principal financial officer | 2014–2015 | Corporate banking, risk management, fiscal control, budgeting, taxation, SEC reporting |
| Fortune 100 company (undisclosed) | Midwest Region Business Manager | — | Regional business management in communications industry (experience summary) |
| Energy marketing company (undisclosed) | Controller | — | Finance leadership in energy sector (experience summary) |
| Stark State College | Adjunct Professor | — | Taught accounting, finance, business management, economics |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Canton Ballet | Board member | — | Community/arts governance engagement |
| ALS CARE Project | Board member | — | Non‑profit governance engagement |
| Stark County Board of Developmental Disabilities | Finance Committee | — | Public sector finance oversight |
Fixed Compensation
- Consulting agreement dated November 14, 2017: one‑year term to December 1, 2018, auto‑renews annually unless 30‑day notice; monthly consulting fee $5,000 .
| Year | Base Salary/Consulting ($) | Target Bonus % | Actual Bonus ($) | Other Cash/Perqs ($) | Total Cash ($) |
|---|---|---|---|---|---|
| 2019 | 60,000 | — | — | — | 60,000 |
| 2020 | 60,000 | — | — | — | 60,000 |
Performance Compensation
- No PSU/RSU awards disclosed; equity compensation is via stock options under the Amended 2017 Stock Option and Stock Bonus Plan .
- No disclosed performance metrics, weightings, targets, or payouts tied to annual incentive plans; non‑equity incentive plan compensation not reported for Mr. Guzzetta .
Option Awards Detail
| Grant Date | Type | Shares | Exercise Price | Vesting Schedule | Expiration | Change‑of‑Control Treatment |
|---|---|---|---|---|---|---|
| 2017‑11‑14 | Stock option (2017 Plan) | 1,000,000 | $0.07 | 250,000 vest every three months beginning 2018‑02‑14 | As per option agreement (not disclosed) | Not stated |
| 2018‑11‑09 | Stock option (2017 Plan) | 4,000,000 | $0.09 | 1,000,000 vest every three months starting 2019‑03‑31 | Not disclosed | Vesting immediately accelerates to fully vested prior to a change in control |
| 2020‑06‑12 | Replacement option (2017 Plan) | 3,500,000 | $0.12 | Fully vested at issuance | 2026‑06‑11 | Not stated |
| 2022‑03‑15 | Stock option (2017 Plan, amended) | 1,500,000 | $0.06 | 375,000 vest 2022‑03‑31; thereafter 375,000 vest every three months | 2030‑03‑14 | Not stated |
| 2022‑12‑07 | Repriced replacement options (2017 Plan) | Portion of 45,610,000 (CEO+CFO total; individual split not disclosed) | $0.028 | Not disclosed | 2028‑12‑06 | Not stated |
Note: Multiple broader plan cancellations/reissuances occurred in 2020 and 2022; individual CFO allocation for 2022‑12‑07 event was not separately disclosed beyond combined CEO+CFO totals .
Equity Ownership & Alignment
- Hedging is prohibited for employees, officers, and directors under Company policy; no explicit disclosure regarding pledging of common stock, while options are non‑transferable and any attempted pledge of options is void per plan terms .
Beneficial Ownership (Multi‑Year)
| As‑Of Date | Direct Shares | Options Exercisable | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| 2021‑12‑22 | 706,369 | 11,565,000 | 12,271,369 | 4.0% |
| 2025‑09‑05 | 736,369 | 13,260,000 | 13,996,369 | 3.48% |
- Shares outstanding: 296,393,485 as of 2021‑12‑22; 389,080,152 as of 2025‑09‑05 .
- Section 16(a) compliance: Mr. Guzzetta filed two Forms 4 late representing nine transactions for FY2021 (timeliness issue) .
Employment Terms
- Agreement: Consulting agreement dated 2017‑11‑14; term through 2018‑12‑01 with automatic one‑year renewals unless 30‑day notice or change of control occurs; monthly consulting fee $5,000 .
- As of 2025‑11‑16 appointment as Chairman, President & CEO, compensation “has not been modified at this time” (still pursuant to the 2017 agreement) .
- Equity acceleration: 2018 option grants for Mr. Guzzetta provide immediate vesting acceleration prior to a change in control (single‑trigger acceleration of vesting) .
- Severance, non‑compete, non‑solicit, garden leave, clawbacks, tax gross‑ups, deferred comp, pension/SERP: not disclosed for Mr. Guzzetta in available filings .
Additional Governance Context
- Company does not have separate audit, compensation, or nomination committees; the Board acts as the audit and nomination committee; no independent compensation advisor retained to date .
- Code of Business Conduct and Ethics adopted July 8, 2019; Michael R. Guzzetta appointed Compliance Officer .
Investment Implications
- Pay‑for‑performance alignment: Compensation heavily equity‑based via options and modest fixed consulting fees; absence of disclosed performance metrics or bonus plan reduces pay‑for‑performance transparency .
- Vesting and sale pressure: Large cumulative option grants and 2020/2022 fully‑vested/repriced awards could create potential sale/overhang dynamics upon exercise, though specific insider trading activity could not be retrieved due to an authorization error when attempting Form 4 pulls; Section 16 late filings in 2021 warrant monitoring of reporting discipline .
- Change‑of‑control economics: Single‑trigger acceleration on certain options can enrich the executive during transactions and may create incentives around timing of corporate events; no severance or bonus multiples disclosed for Mr. Guzzetta .
- Alignment: Beneficial ownership of ~3.5% as of 2025 indicates meaningful exposure, but direct share ownership is a small fraction of beneficial stake, with the majority via options; hedging is prohibited, and option pledging is disallowed by plan terms, partially mitigating misalignment risk .
- Governance risk: Consolidation of roles (Chairman/CEO/CFO) and lack of independent committees heighten key‑person and oversight risk; monitoring future filings for compensation updates post‑transition is advisable .