Timothy Sopko
About Timothy Sopko
Timothy J. Sopko, 59, is Chief Executive Officer of Taylor Devices (since April 2019) and a director since 2020. He holds a Mechanical Engineering degree from SUNY Buffalo and is an author/co-author on several U.S. patents . Under his tenure, Taylor posted record FY2025 sales of $46.3M and net income of $9.4M (20.3% net margin), following a record FY2024, with management citing Aerospace/Defense and Industrial strength offsetting Structural headwinds and a starting FY2026 order backlog of $27.1M . Multi‑year pay‑versus‑performance disclosures show strong TSR over the 2022–2024 period and sustained profitability: the company’s $100 TSR measure rose from $78 (FY2022) to $526 (FY2024) before settling at $393 (FY2025), with net income of $2.24M (FY2022), $6.29M (FY2023), $9.00M (FY2024), and $9.41M (FY2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carleton Technologies (d.b.a. Cobham Mission Systems) | VP & GM; GM; Director of Engineering & Programs; Director of Engineering; Director of Business Development | Pre-2019 | Grew annual sales from ~$110M to >$200M under Sopko’s leadership as VP & GM . |
| Comprehensive Technical Solutions Inc. | Co‑founder | 1997–2019 (co‑founded after 1988–1997 in industry) | Product design engineering services; supported internally funded product portfolio . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SUNY Buffalo Mechanical & Aerospace Dean’s Advisory Board | Member | >10 years (historical) | Academic/industry advisory engagement . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary (paid) | $300,000 | $320,000 |
| Employment Agreement base salary (in effect) | $320,000 (dated Aug 9, 2021; proxy updated to $320k) | $329,600 (updated) |
| Cash bonus (actual) | $307,863 | $203,000 |
| All other comp (incl. car allowance, 401k match) | $26,608 | $28,716 |
| Total reported comp | $755,904 | $631,696 |
| Annual bonus plan design | Aggregate payouts capped at 15% of company net income; Compensation Committee discretion |
Performance Compensation
- Equity awards are stock options; the Company does not disclose RSUs/PSUs for NEOs in these proxies. Annual fixed-date grants occur on April 18 under option plans .
| Incentive element | FY 2024 | FY 2025 |
|---|---|---|
| Option award grant size | 7,000 options | 7,000 options |
| Grant date | Apr 18, 2024 | Apr 18, 2025 |
| Exercise price | $46.99 (FMV at grant) | $30.55 (FMV reference: Apr 17, 2025 close) |
| Reported grant-date fair value | $121,433 | $79,980 |
| Vesting | Not explicitly stated for 2022 Plan; options shown as exercisable in outstanding table . For 2025 Plan (effective Oct 17, 2025), director options vest immediately upon grant . | |
| Performance metrics | Cash bonus pool tied to Company net income (aggregate cap 15%); no individual metric weightings disclosed . |
Outstanding Options (as of FY2025 year-end)
| Strike | Quantity (exercisable) | Expiration |
|---|---|---|
| $9.5250 | 5,000 | 04/18/32 |
| $9.8500 | 5,000 | 04/18/30 |
| $11.9500 | 5,000 | 04/22/31 |
| $19.9550 | 7,000 | 04/18/33 |
| $30.5500 | 7,000 | 04/18/35 |
| $46.9926 | 7,000 | 04/18/34 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 46,000 shares (includes 36,000 unexercised options) = 1.37% of outstanding as of Aug 18, 2025 . |
| Shares outstanding (record date) | 3,147,193 as of Aug 18, 2025 . |
| Pledging / hedging | Hedging prohibited under Insider Trading Policy; no pledging disclosed . |
| Ownership guidelines | Not disclosed in proxies reviewed. |
| Option plan supply & dilution | Options outstanding 399,300; weighted avg exercise $22.89; WAM 6.9 yrs; 2025 Plan proposed reserve 316,200; fully diluted overhang ~11.9% rising to ~18.5% if approved . |
| Burn rate | FY2023: 2.4%; FY2024: 2.5%; FY2025: 2.9% . |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Employment Agreement (initially Aug 9, 2021; auto‑renews annually) . |
| Base salary in agreement | $329,600 (CEO) per 2025 proxy update; eligible for performance bonus . |
| Severance (no‑cause or non‑renewal by Company) | 12 months base salary + up to 12 months COBRA premium reimbursement (if elected) . |
| Non‑compete | 12 months post‑termination in any geography where Company had sales in prior 5 years . |
| Change‑of‑control (cash) | No separate cash multiple disclosed. |
| Equity on change‑of‑control | Committee discretion: continue/assume/substitute; cash‑out for spread; or cancellation with exercise window; no automatic repricing; no guaranteed acceleration . |
| Clawback | Company Recovery of Erroneously Awarded Compensation Policy applies; options subject to clawback under law/listing rules . |
| Indemnification & D&O | D&O policy renewed Aug 23, 2025 ($54,559 premium); indemnity agreements advance expenses . |
Board Governance (Sopko is a director)
- Board service: Director since 2020; Class 2 term through 2026 . Independent Chair (John Burgess); CEO and Chair roles are separated .
- Committees: Audit (Chair: Burgess), Compensation (Chair: Armenat), Nominating (Chair: Carey); all three members (Burgess, Armenat, Carey) are independent .
- Board meetings and attendance: FY2025 Board met 3 times; full attendance; all directors attended 2024 annual meeting .
- Dual-role implications: Sopko serves as CEO and director, but not as Chair; committee oversight is fully independent, mitigating CEO/Chair consolidation risk .
Director Compensation (context for board service)
| Element | Amount |
|---|---|
| Quarterly retainer (Chair) | $11,000 per quarter |
| Quarterly retainer (other non‑employee directors) | $7,000 per quarter |
| Committee fees | Audit: $2,000 per meeting; Comp/Nominating: $1,000 per meeting |
| Annual director option grant | 7,000 options (e.g., Apr 18, 2025 at $30.55; Apr 18, 2024 at $46.99) |
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $40,199,354 [GetFinancials]* | $44,582,807 | $46,292,725 |
| Net Income ($) | $6,287,358 | $8,998,762 | $9,413,136 |
| EBITDA ($) | $8,281,521 [GetFinancials]* | $11,177,065 [GetFinancials]* | $11,358,399 [GetFinancials]* |
| EBITDA Margin (%) | 20.60% [GetFinancials]* | 25.07% [GetFinancials]* | 24.54% [GetFinancials]* |
| TSR – value of $100 initial investment | $198 | $526 | $393 |
| Note: Values with an asterisk (*) retrieved from S&P Global. |
Compensation Structure Analysis
- Mix shift: FY2025 total comp fell 16% YoY driven by a lower cash bonus ($203k vs. $308k) despite a higher base salary ($320k vs. $300k), while option grant value also decreased ($79,980 vs. $121,433) .
- Pay-for-performance linkage: Bonus pool is capped at 15% of company net income, aligning cash incentives with profitability but without disclosed individual metric weightings or targets .
- Equity design: Fixed annual option grants at FMV on a pre-set date reduce timing risk; no repricing without shareholder approval; robust change‑in‑control treatment gives Board flexibility but no automatic acceleration .
- Dilution trend: Three‑year burn rate averaged ~2.6% with proposed 2025 Plan potentially lifting overhang to ~18.5%, which could be dilutive if exercised broadly .
Risk Indicators & Red Flags
- Hedging prohibited; no pledging disclosed (alignment positive) .
- Option repricing prohibited without shareholder approval (governance positive) .
- Related party transactions: None disclosed for FY2025; none disclosed for FY2024 .
- Section 16 compliance: All filings timely in FY2025 .
Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay voting results disclosed in the proxies reviewed (not presented in FY2024–FY2025 proxies) .
Expertise & Qualifications
- Mechanical Engineering degree; extensive engineering, program management, and operating leadership experience across aerospace/defense and industrial markets; multiple U.S. patents; prior advisory board service at SUNY Buffalo .
Work History & Career Trajectory
| Company | Role(s) | Tenure summary |
|---|---|---|
| Taylor Devices, Inc. | CEO (since Apr 2019); Director (since 2020) | Led record FY2024–FY2025 results; backlog entering FY2026 $27.1M . |
| Carleton Technologies/Cobham Mission Systems | Multiple leadership roles incl. VP & GM | Scaled revenue >$200M from ~$110M as VP & GM . |
| Comprehensive Technical Solutions Inc. | Co‑founder | Product design firm; internal products supported . |
Compensation Committee Analysis
- Composition: Independent directors Carey, Burgess, Armenat; Chair: Armenat .
- Process: Reviews executive pay philosophy/goals; considers company performance and peer/company history; administers stock option plans .
- Consultant disclosure: None referenced in proxies reviewed.
Investment Implications
- Alignment: CEO bonus pool tied to profitability and a history of record net income supports alignment; hedging bans and lack of pledging reduce misalignment risk .
- Potential selling pressure: Material in‑the‑money option tranches with staggered expirations (2029–2035) could create episodic supply; annual fixed‑date grants institutionalize ongoing issuance .
- Dilution watch: If shareholders approved the 2025 Stock Option Plan, overhang rises toward ~18.5%; coupled with a ~2.5–3% burn rate, this is a key input for valuation and per‑share calculus .
- Retention/transition risk: Employment agreement provides 12‑month salary + COBRA severance and 12‑month non‑compete; no rich change‑in‑control cash multiple—adequate but not excessive, suggesting moderate retention incentives .
- Execution track record: Record FY2024–FY2025 revenue and margins (20%+ net margin) with positive Aerospace/Defense and Industrial momentum underpin confidence; TSR has been volatile but strong over multi‑year horizons .
Sources: FY2025 and FY2024 DEF 14A proxies and company press releases; select metrics from S&P Global where marked with an asterisk.