Carol O’Donnell
About Carol O’Donnell
Independent director of Sono‑Tek (SOTK) since November 2018; a practicing attorney admitted in New York and Connecticut and CEO of Protégé Partners (CEO since 2018; joined 2016). Brings governance, finance, and securities law expertise with prior GC/CCO roles at multiple investment firms. Current committee roles include Chair of the Compensation Committee, and member of the Audit and Nominating Committees, with consistent attendance disclosures meeting board thresholds .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Boothbay Fund Management LLC | General Counsel | Dec 2019 – May 2021 | Legal and compliance leadership at registered investment adviser |
| DARA Capital US, Inc. | Director of Legal & Compliance | 2013 – 2016 | Built/oversaw compliance at Swiss‑owned RIA/wealth manager |
| Permal Group | General Counsel & Chief Compliance Officer | 2004 – 2011 | Led legal/CCO at fund platform; governance and controls |
| Framework Investment Group | General Counsel & Chief Compliance Officer | 2002 – 2004 | Early‑stage fund platform legal/CCO |
External Roles
| Organization | Role | Tenure | Notes / Committees |
|---|---|---|---|
| Protégé Partners | Chief Executive Officer | 2018 – Present (joined 2016) | Seeding/emerging hedge fund manager platform leadership |
| OpenDeal, Inc. | Consultant | Ongoing | Consulting to a financial services company |
| Apimeds Pharmaceuticals, Inc. (NYSE: APUS) | Director | Ongoing | Public company directorship |
| Various Family Trusts | Trustee | Ongoing | Fiduciary roles |
Board Governance
- Independence: Classified as an independent director under Nasdaq rules .
- Committee assignments:
- Compensation Committee: Chair; members include Philip Strasburg and Joseph Riemer; met 4 times in FY2025; all members attended all meetings; no external compensation consultants used in FY2025 .
- Audit Committee: Member; chaired by Eric Haskell (audit committee financial expert); also includes Philip Strasburg; met 4 times in FY2025; all members attended at least 75% .
- Nominating Committee: Member; chaired by Joseph Riemer; met 2 times in FY2025; all members attended all meetings .
- Board activity: Board held 4 meetings in FY2025; all directors attended at least 75% of meetings .
- Executive sessions: Independent directors generally meet in executive session after regularly scheduled board meetings .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Structure / Policy | Notes |
|---|---|---|---|
| FY2025 (year ended 2/28/2025) | 10,000 | $2,500 per meeting for non‑employee directors | Uniform fee across non‑employee directors |
| FY2024 (year ended 2/29/2024) | 10,000 | $2,500 per meeting for non‑employee directors | Uniform fee across non‑employee directors |
Performance Compensation
| Fiscal Year | Option Award (Grant‑date FV $) | Options Granted (shares) | Strike Price ($/sh) | Aggregate Options Held at FY End (shares) | Vesting / Terms |
|---|---|---|---|---|---|
| FY2025 | 10,000 | 5,333 | 4.12 | 18,359 | Not disclosed in proxy |
| FY2024 | 10,000 | 3,676 | 4.79 | 13,026 | Not disclosed in proxy |
Performance metrics: No director performance metrics (e.g., TSR, revenue) tied to director pay are disclosed; director equity is in the form of options with Black‑Scholes valuation (no PSU/RSU metrics) .
Other Directorships & Interlocks
| Company | Ticker/Exchange | Role | Potential Interlock with SOTK |
|---|---|---|---|
| Apimeds Pharmaceuticals, Inc. | NYSE: APUS | Director | No interlocks or related‑party ties disclosed in reviewed proxies . |
No related‑party transactions involving Ms. O’Donnell are evident in the reviewed SOTK proxy materials (2023–2025 excerpts) .
Expertise & Qualifications
- Attorney admitted in NY and CT; brings corporate governance, finance, and securities law expertise .
- Leadership and oversight experience as CEO of Protégé Partners .
- Board committee leadership (Compensation Committee Chair) and service on Audit and Nominating Committees, indicating broad governance engagement .
- Tenure on SOTK board since November 2018 .
Equity Ownership
| As‑of Date (Record) | Beneficially Owned (shares) | % of Outstanding | Currently Exercisable Options (included) | Shares Outstanding Base |
|---|---|---|---|---|
| May 23, 2025 | 32,344 | <1% | 10,344 | 15,727,702 |
| July 11, 2024 | 28,326 | <1% | 6,326 | 15,750,880 |
| July 13, 2023 | 28,326 | <1% | 6,326 | 15,743,484 |
Proxies present “currently exercisable” options within beneficial ownership; unexercisable/vested breakdown beyond this is not provided for the individual .
Governance Assessment
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Strengths
- Independent director with multi‑committee participation and Compensation Committee chair role; robust committee activity and attendance (Comp: 4 meetings, all attended; Nom: 2 meetings, all attended) .
- Legal/governance background aligns with oversight needs; service on Audit and Nominating adds breadth .
- Director compensation structure mixes cash with equity options (50/50 by reported grant‑date values in FY2024–FY2025), providing alignment while keeping absolute dollars modest ($20k total each year) .
- Classified independent and meets board‑wide attendance thresholds; independent directors meet in executive session, supporting oversight .
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Watch items
- External roles in the investment industry (Protégé Partners CEO; consulting to OpenDeal) warrant routine monitoring for potential conflicts if those firms were ever to transact with or invest in SOTK; no such related‑party transactions are disclosed in the reviewed proxies .
- No director stock ownership guidelines, pledging/hedging policy specifics, or director‑level equity holding requirements are disclosed in the excerpts reviewed; consider investor engagement to clarify alignment policies .
- Audit Committee attendance reported as “at least 75%” rather than “all meetings,” which is acceptable but less robust than committees reporting full attendance .
-
Red flags
- None identified in reviewed proxy materials: no disclosed related‑party dealings, option repricings, or attendance shortfalls for Ms. O’Donnell .
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