Christopher C. Cichetti
About Christopher C. Cichetti
Christopher C. Cichetti is Chief Operating Officer of Sono‑Tek Corporation, appointed in March 2025 after serving as VP of Sales and Application Engineering since August 2022; he joined the company in 2005 and progressed through engineering and management roles including Application Engineering Manager . He holds a degree in Computer and Electrical Engineering with a minor in International Studies from Worcester Polytechnic Institute . Company pay‑versus‑performance disclosures show cumulative TSR measured in the proxy was zero for FY2024 (flat closing price YoY) and zero for FY2025 (closing price declined), while net income was $1,273,414 in FY2025, $1,441,463 in FY2024, and $635,905 in FY2023 . These context metrics frame the environment in which his incentive compensation is awarded.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sono‑Tek Corporation | Chief Operating Officer | Appointed March 2025 | Leads operations; draws on lab testing, process development, project management and OEM relationship execution experience . |
| Sono‑Tek Corporation | VP – Sales & Application Engineering | Aug 2022 – Mar 2025 | Drove sales/applications; implemented successful OEM relationships with outside vendors . |
| Sono‑Tek Corporation | Application Engineering Manager | Prior to Aug 2022 | Managed application engineering; process development and project execution . |
| Sono‑Tek Corporation | Application Engineer / Senior Application Engineer | 2005 onward | Lab testing, process development; foundational technical roles . |
External Roles
No external public company directorships or outside corporate roles were disclosed for Mr. Cichetti in the proxy filings reviewed .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | 179,800 | 200,000 |
| Bonus ($) | 37,000 | 37,400 |
| Option Awards ($, grant‑date fair value) | 27,500 | 90,000 |
| All Other Compensation ($) | 6,500 | 7,400 |
| Total ($) | 250,800 | 334,800 |
FY2025 salary rate: $200,000 per annum . “All Other Compensation” represents Company 401(k) contributions .
Performance Compensation
Annual Bonus Plan
| Component | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Operating objectives (not specified) | Not disclosed | Not disclosed | Not disclosed | 37,400 (FY2025) | Cash; standard payroll timing (not specified) |
The proxy states bonuses are “based on the achievement of certain operating objectives,” but does not disclose specific metrics, weightings, or targets .
Equity Awards – Outstanding Options and Vesting Mechanics
General vesting terms under the 2023 Stock Incentive Plan: no exercise prior to one year after grant; remaining options become exercisable in cumulative installments over a three‑year period; exercise price must be at least fair market value on grant date .
| Grant (by expiration) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 01/15/2031 | 2,750 | — | 4.45 | 01/15/2031 |
| 02/17/2032 | 9,804 | — | 6.26 | 02/17/2032 |
| 11/17/2032 | 1,575 | 394 | 5.96 | 11/17/2032 |
| 11/16/2033 (Tranche A) | 1,048 | 1,281 | 5.00 | 11/16/2033 |
| 11/16/2033 (Tranche B) | 2,795 | 3,416 | 5.00 | 11/16/2033 |
| 08/22/2034 | — | 34,749 | 4.12 | 08/22/2034 |
| Totals | 17,972 | 39,840 | — | — |
A large August 22, 2024 grant (34,749 unexercisable) is scheduled to vest over time, creating potential future option exercises as vesting occurs under the plan’s schedule .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of May 23, 2025) | 17,972 (composed of options currently exercisable) |
| Ownership as % of shares outstanding | Less than 1% (15,727,702 shares outstanding) |
| Vested vs unvested | 17,972 exercisable; 39,840 unexercisable options outstanding |
| Shares pledged as collateral | No pledging disclosure in reviewed filings |
| Stock ownership guidelines | Not disclosed in reviewed filings |
| Hedging/derivatives policy | Hedging/monetization, puts/calls/short sales prohibited by Insider Trading Policy |
| Clawback | Executive compensation recoupment policy adopted under Exchange Act Rule 10D‑1/Nasdaq standards; applies to performance‑based awards after restatements or misconduct |
Employment Terms
| Provision | Key Terms | Source |
|---|---|---|
| Severance (non‑CoC) | Two weeks of compensation for each full year of service if terminated other than for cause (covers CFO, COO, Executive Chairman, CEO) | Severance Agreements |
| Executive Agreement (CoC) | New Executive Agreement dated Nov 5, 2025 for COO Christopher Cichetti; double‑trigger payout upon termination without cause or resignation for good reason within 18 months post‑Change‑of‑Control | 8‑K & Exhibit |
| CoC cash multiple | Lump sum of two years of annual base salary (at time of CoC) plus all bonus and commission compensation paid in the previous two calendar years (net of withholding) | Executive Agreement |
| Term & termination | Agreement term begins Nov 5, 2025; terminates upon employment termination unless CoC occurred or 12 months after written notice unless CoC occurs in notice period (then remains in force) | Executive Agreement |
| Resignation window | Right to resign all positions in a window commencing on the “Anniversary Date” and concluding six months thereafter, subject to conditions | Executive Agreement |
| Governing law | State of New York | Executive Agreement |
| Section 409A | Agreement addresses 409A compliance considerations | Executive Agreement |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income ($) | 635,905 | 1,441,463 | 1,273,414 |
| Cumulative TSR (proxy measure) | 4.85 (initial $100 investment indicator) | 0 (closing price unchanged YoY) | 0 (closing price declined from $5.40 to $3.70) |
Mr. Cichetti’s recent tenure as COO began March 2025; performance metrics above reflect corporate outcomes disclosed in the proxy, not individual attribution .
Compensation Structure Analysis
- Mix shift toward equity: Option award grant‑date fair value increased materially from $27,500 in FY2024 to $90,000 in FY2025, indicating greater at‑risk, equity‑linked compensation exposure for the COO .
- Bonuses tied to operating objectives with limited disclosure of specific targets/weightings; enhances discretion risk without published hurdles .
- Equity award design mitigates repricing/underwater relief risk via FMV‑based grant prices and structured vesting; options cannot be exercised within one year and vest cumulatively over three years .
Say‑On‑Pay & Shareholder Feedback
The company seeks an advisory vote on NEO compensation and highlights pay‑for‑performance alignment; specific approval percentages were not reported in the reviewed sections .
Expertise & Qualifications
- Technical and operational depth: Computer & Electrical Engineering degree (WPI) with international studies minor; extensive lab/process/OEM relationship execution background .
- No “financial expert” designation or external board roles disclosed for this officer in the reviewed filings .
Equity Incentive Plans (Plan Mechanics Overview)
- 2013 Plan expired for new grants; options expire 10 years after grant; 210,770 options outstanding as of July 25, 2025 .
- 2023 Plan authorizes up to 2,500,000 options/shares; grant prices at least FMV; typical vesting as described; 220,367 options outstanding under 2023 Plan as of July 25, 2025 .
- Administrator may establish deferral programs; awards may include options, SARs, restricted stock/RSUs including performance‑based awards .
Investment Implications
- Alignment and retention: A substantial unvested option overhang (39,840 options unexercisable, including a large Aug 22, 2024 grant) creates strong retention incentives but also potential future selling pressure as tranches vest; monitor Form 4 filings for vest‑driven exercises and tax‑withholding sales .
- Governance safeguards: Hedging/monetization prohibitions and an adopted clawback policy reduce misalignment and restatement risk; absence of pledging disclosure is a positive governance signal, though explicit pledging statements were not found .
- Change‑of‑control economics: Double‑trigger cash payout (2× base plus prior two years’ bonus/commissions) could be material in a sale scenario; severance outside CoC is modest (tenure‑based two weeks per year) .
- Pay‑for‑performance context: Bonuses are linked to operating objectives without detailed target disclosure; combined with recent TSR metrics showing flat/declined outcomes, scrutiny of future bonus target rigor is warranted .