Christopher L. Coccio
About Christopher L. Coccio
Executive Chairman since January 2024; previously Chief Executive Officer from April 30, 2001 to January 1, 2024; Director since June 1998; Chairman of the Board since August 2007 . Education: B.S.M.E. (Stevens Institute of Technology), M.S.M.E. (University of Colorado), Ph.D. in Chemical Engineering (Rensselaer Polytechnic Institute) . Age historically disclosed: 79 (2020), 80 (2021), 81 (2022), reflecting long-tenured leadership . Company performance under his leadership shows revenue rising from $15.1M (FY 2023) to $20.5M (FY 2025) and net income rising from $0.64M to $1.27M over the same period; SEC “pay-versus-performance” TSR snapshots show cumulative $100 investment values of $21.18 (FY 2022), $4.85 (FY 2023), and $0 (FY 2024–FY 2025), indicating volatility and recent pressure * * * * .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Electric Company | Engineering, sales, marketing, management roles; P&L to $100M, 500 people | 1964–1996 | Led large-scale businesses across U.S.; deep operational and market experience |
| ASME Congressional Fellowship / U.S. Senate Energy Committee | Congressional Fellow | 1976 | Policy exposure; energy sector insight |
| Management Consulting (self-founded) | Principal | 1996 onward | Strategy advisory; leadership transition experience |
| NY State Assembly – Legislative Commission on Science & Technology | Legislative Fellow | 1996–1998 | Technology policy; legislative interface |
| Accumetrics Associates, Inc. | VP Business Development; Board of Advisors | 1998–2001 | Commercialization of digital wireless telemetry systems |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Senate Energy Committee | ASME Congressional Fellow | 1976 | National policy exposure |
| NY State Assembly – Legislative Commission on Science & Technology | Legislative Fellow | 1996–1998 | State-level technology governance |
| Accumetrics Associates, Inc. | Board of Advisors | 1998–2001 | Product and market development oversight |
Fixed Compensation
Summary of disclosed pay components for Dr. Coccio (selected fiscal years):
| Metric | FY 2018 | FY 2020 | FY 2021 | FY 2022 | FY 2024 |
|---|---|---|---|---|---|
| Base Salary ($) | 150,000 | 150,000 | 150,000 | 150,000 | 193,800 |
| Bonus ($) | 36,000 | 43,100 | 56,100 | 42,200 | 48,000 |
| Stock Awards ($) | 0 | 0 | 0 | 0 | 0 |
| Option Awards ($) | — | 55,534 | 0 | 54,520 | 15,000 |
| All Other Compensation ($) | 3,485 | 3,862 | 4,122 | 5,766 | 7,300 |
| Total ($) | 189,485 | 252,496 | 210,222 | 252,486 | 264,100 |
Notes:
- “All Other Compensation” reflects company 401(k) contributions .
- Bonuses are based on achievement of operating objectives; specific targets not disclosed .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operating objectives (annual bonus) | Not disclosed | Not disclosed | FY 2024 bonus: $48,000 | Paid | Cash (no vest) |
| Stock options (director grants) | Not disclosed | Not disclosed | 22,222 options granted in fiscal 2025 | Grant value $50,000 | Options; plan-level vesting terms apply |
| Equity plan design (2023 Plan) | N/A | N/A | RSUs/options/SARs permitted; performance-based awards allowed | N/A | Flexibility in vesting under plan |
Plan-level vesting and terms:
- 2013 Plan: exercise price ≥ FMV; generally 1-year cliff, then cumulative installments over three years; 10-year term .
- 2023 Plan: authorizes 2,500,000 shares; permits performance-based awards; flexible vesting; 10-year termination; change-in-control defined; board may amend/suspend/terminate; tax consequences disclosed .
Equity Ownership & Alignment
| Metric | FY 2019 | FY 2024 | FY 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 490,241 | 366,658 | 370,555 |
| Ownership % of shares outstanding | 3.2% (out of 15,301,613) | 2.32% (out of 15,750,880) | 2.35% (out of 15,727,702) |
| Shares held by spouse (included) | 2,000 | 4,000 | 4,000 |
| Options currently exercisable (count) | 100,000 | 39,359 | 44,476 |
| Recent director grant detail | — | — | 22,222 options at $4.12/sh (aggregate options 70,504 at FY-end) |
Policies and practices:
- Insider Trading Policy prohibits hedging/monetization, puts/calls/short sales by directors/officers/employees; designed to promote compliance with laws and listing standards .
- No disclosure of pledged shares in beneficial ownership footnotes for Dr. Coccio in 2024/2025 proxies .
- Stock ownership guidelines for executives/directors not disclosed in reviewed proxies.
Employment Terms
| Item | Term | Source |
|---|---|---|
| Executive roles | CEO (Apr 30, 2001–Jan 1, 2024); Executive Chairman since Jan 1, 2024 | |
| Severance agreements (Oct 20, 2017) | If terminated other than for cause: two weeks of compensation per full year of service | |
| Change-of-control agreements (Sep 1, 2007; Mar 5, 2008) | Double trigger: if CoC followed by termination under certain circumstances, severance equals two years of prior-year base, commissions, and bonus | |
| Clawback policy | Adopted Nov 16, 2023 (Rule 10D-1/Nasdaq): recoup performance-based awards upon financial restatement or fraud/intentional misconduct contributing to restatement | |
| Related party transactions | Company reports no transactions with related persons in latest proxy |
Board Governance and Director Service
- Board service: Director since June 1998; Chairman since August 2007; Executive Chairman since January 2024 .
- Independence: Coccio is an employee director and therefore not independent; board comprised of five independent and two non-independent directors (FY 2023 disclosure) .
- Committees: Compensation (Mowbray—Chair; Strasburg; Riemer), Audit (Strasburg—Chair; O’Donnell; Haskell), Nominating (Riemer—Chair; O’Donnell); Coccio not listed as a committee member .
- Board attendance: four board meetings; all directors attended ≥75% in FY 2021–FY 2023 period disclosures .
- Director compensation: Non-employee directors received $2,000 per meeting (FY 2021) and $2,500 per meeting (FY 2025); employee directors receive no additional cash for board service .
Director compensation (FY 2025 snapshot):
- Coccio: option awards $50,000 (22,222 options at $4.12/sh; aggregate options 70,504 at year-end); “All Other Compensation” $210,400 reflects salary ($160,000) and bonus ($43,000) tied to Executive Chairman role plus 401(k) contribution $7,400; total $260,400 .
Dual-role implications:
- Board historically endorsed combined CEO/Chair structure as enhancing alignment and providing a “clear leader”; Coccio’s transition to Executive Chairman continues management–board bridge function while CEO role moved to Harshbarger in 2024, partially mitigating concentration of power yet maintaining influence given non-independence and long tenure .
Change-of-Control Economics (Estimated Payments if Triggered)
| Metric | FY 2019 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Severance upon CoC + termination (Coccio) ($) | 214,000 | 442,000 | 440,000 | 431,000 |
Notes:
- Defined as two years of prior-year base+commissions+bonus .
- Regular severance (no CoC): two weeks per full year of service .
Company Performance (Contextual)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 15,058,203 | 19,699,886 | 20,504,381 |
| EBITDA ($) | 1,193,859* | 1,779,651* | 1,710,575* |
| Net Income ($) | 635,905 | 1,441,463 | 1,273,414 |
*Values retrieved from S&P Global.
Pay-versus-performance TSR snapshots (initial fixed $100 investment):
- FY 2022: $21.18; FY 2023: $4.85; FY 2024: $0; FY 2025: $0 .
Risk Indicators & Red Flags
- Hedging/derivatives prohibited by policy; limits potential misalignment via shorting or monetization .
- No disclosed pledged shares for Coccio in 2024/2025 proxies; footnotes list spouse holdings and exercisable options only .
- Related party transactions: none reported in most recent proxy .
- Equity award design updated via 2023 Plan; plan offers broad flexibility—monitor for any future repricing or accelerated vesting in practice; none disclosed in reviewed documents .
Compensation Structure Analysis
- Mix: cash (salary+bonus) plus options; FY 2024 shows increased cash due to Executive Chairman role; option grant value in FY 2025 via director grant ($50,000) .
- Bonuses discretionary against operating objectives; absence of disclosed weights/targets reduces transparency of pay-for-performance linkage .
- Clawback (Rule 10D-1) adopted, improving governance alignment for any restatements or misconduct .
Employment & Contracts (Additional)
| Provision | Details | Source |
|---|---|---|
| Insider Trading | No hedging/monetization; bans puts/calls/shorts | |
| Equity Plan Capacity | 2,500,000 shares reserved (2023 Plan) | |
| Plan Termination | 10 years from shareholder approval; amend/suspend/terminate permitted | |
| Change-in-Control (plan definition) | Ownership >50% via hostile tender or contested board turnover |
Investment Implications
- Alignment: Material personal stake (2.35% ownership; 44,476 exercisable options) and continued leadership as Executive Chairman support long-term orientation, while hedging prohibitions and clawback policy further align incentives; absence of pledged shares reduces forced-selling risk .
- Incentive design: Bonus tied to “operating objectives” without disclosed metrics/weights; investor scrutiny warranted to ensure payouts correlate with objective performance, particularly given recent TSR weakness despite improving revenues/net income .
- Retention/transition: Double-trigger CoC severance (two years of prior-year compensation) and tenure-based severance provide predictable exit economics; leadership transition to Harshbarger in 2024 retains Coccio’s influence and institutional knowledge but maintains non-independence on the board .
- Trading signals: Option grant in FY 2025 ($4.12 strike) and aggregate options imply leverage to future upside; monitor Form 4 filings for exercises/sales and any subsequent amendments to 2023 Plan terms or accelerated vesting events, as none are disclosed to date .