Kirk Warshaw
About Kirk Warshaw
Kirk Warshaw, CPA, age 67, has served as an independent director of Sono‑Tek Corporation since May 2025, bringing 40+ years of financial and general management experience across public and private companies. He currently serves as Executive Chairman of Bogue Machine Company and as CEO/CFO of UAV Turbines; he earned his CPA in 1982. He was appointed to the SOTK Board on May 22, 2025 and subsequently elected by shareholders on August 21, 2025. The Board classifies him as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bogue Machine Company | Executive Chairman | 2015–present | Oversees complex machining operations serving commercial and defense contractors; financial/operational oversight and strategic growth focus. |
| UAV Turbines | Chief Executive Officer & Chief Financial Officer | 2015–present | Leads aerospace/military small turbine engine systems; corporate restructuring, acquisitions/divestitures experience cited. |
| Public accounting & financial institutions | Various finance roles; CPA earned | Early career; CPA in 1982 | Accounting/finance foundation and controls expertise. |
External Roles
- No other public company directorships disclosed for Warshaw in SOTK’s filings.
Board Governance
- Independence: The Board identifies Warshaw as an independent director under Nasdaq rules.
- Board structure: Two‑class staggered board; Warshaw nominated for term expiring at the 2027 annual meeting.
- Committee assignments: Upon appointment (May 22, 2025), the Board had not yet determined his committee assignments; the 2025 proxy lists committee members and does not include Warshaw, and no subsequent 8‑K disclosed committee changes.
- Attendance: The Board held four meetings in FY2025; all directors attended at least 75% of meetings. Note: this pertains to FY ended Feb 28, 2025, prior to Warshaw’s appointment.
2025 Shareholder Vote Outcomes (support signal)
| Nominee | For | Against | Broker Non‑Votes |
|---|---|---|---|
| Kirk Warshaw | 7,124,714 | 110,855 | 5,153,415 |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director meeting fee (non‑employee) | $2,500 per meeting | Standard for all non‑employee directors; employees receive no additional director pay. |
| Warshaw compensation status | Same as other directors (expected) | On appointment, Board noted he is expected to receive the same compensation as other directors. |
Performance Compensation
| Instrument | Typical FY2025 Non‑Employee Director Award | Terms/Notes |
|---|---|---|
| Stock options | 5,333 options per director (e.g., Haskell, Lawal, O’Donnell, Strasburg, Riemer) | Exercise price $4.12; grant values reported via Black‑Scholes in Director Compensation table. Warshaw joined after FY2025; no FY2025 grant disclosed for him. |
The Compensation Committee is fully independent, met four times in FY2025, and did not use outside consultants.
Other Directorships & Interlocks
- None (public company boards) disclosed for Warshaw.
- Related‑party/Interlocks: Company reports no related‑party transactions; none involving Warshaw disclosed.
Expertise & Qualifications
- CPA with deep financial oversight, operational management, and M&A/restructuring experience across public and private companies.
- Adds financial expertise to a Board with existing audit experience; Board identifies multiple independent directors including Warshaw.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | As‑of Date/Share Base |
|---|---|---|---|
| Kirk Warshaw | 1,000 | <1% | Based on 15,727,702 shares outstanding as of May 23, 2025. No options listed for Warshaw in table footnotes. |
Insider Filings/Trades
| Period | Section 16 Compliance | Notes |
|---|---|---|
| FY ended Feb 28, 2025 | All directors/officers and >10% holders made timely filings | Proxy states timely compliance; no transaction details by insider are provided in the proxy. |
Governance Policies and Risk Controls
- Insider Trading Policy prohibits trading on material nonpublic information and bans short sales, options, and hedging/monetization transactions by directors, officers, employees, and covered persons.
- Clawback Policy adopted consistent with Exchange Act Rule 10D‑1 and Nasdaq standards, authorizing recoupment of performance‑based compensation in the event of restatements or specified misconduct.
- Related‑party transactions: None reported.
- Say‑on‑Pay advisory vote (2025): For 6,793,102; Against 201,778; Abstain 240,689; broker non‑votes 5,153,415; shareholders recommended a three‑year frequency, which the Company accepted.
Governance Assessment
- Positives:
- Independence affirmed; brings CPA and financial operations expertise helpful for oversight.
- Strong shareholder support at 2025 annual meeting (7.12M For vs. 0.11M Against).
- No related‑party transactions; robust insider trading and clawback policies disclosed.
- Watch items:
- Committee placement not disclosed as of latest filings; investors may seek his assignment to audit/finance‑related committees to leverage expertise.
- Ownership alignment currently modest (1,000 shares; no options disclosed for FY2025 due to mid‑year appointment). Monitor future director equity grants and share accumulation.
No specific red flags identified in filings (no pledging disclosed, no related‑party transactions, timely Section 16 compliance). Continue to monitor post‑2025 committee assignments, any Form 4 activity, and future director equity award disclosures.