Henry Sicignano III
About Henry Sicignano III
Henry Sicignano III (age 57) has served as an independent director of Kartoon Studios, Inc. (ticker: TOON) since May 2023. He holds a B.A. from Harvard College and an M.B.A. from Harvard University, and is designated by the Board as an “audit committee financial expert” with NYSE American financial sophistication . His background spans CEO and president roles in publicly listed companies and leadership across operations, P&L management, and capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 22nd Century Group, Inc. (public) | Chief Executive Officer, President, Director | Apr 2015 – Jul 2019 | Drove sales and market cap increases; capital markets and competitive strategy credentials |
| 22nd Century Group, Inc. (public) | President, Director | Apr 2010 – Mar 2015 | Operational efficiency and strategic planning |
| NOCO Energy Corp | General Manager | Aug 2005 – Apr 2009 | Operational leadership |
| Kittinger Furniture Company, Inc. | Vice President | Mar 2003 – Jul 2005 | Management experience |
| Anandia Laboratories, Inc. (acquired 2018) | Director | Dec 2014 – Aug 2018 | Board service through acquisition |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Charlie’s Holdings, Inc. (public) | President | Current | Public consumer goods company with global footprint; expanded product/IP portfolio and revenue base |
Board Governance
- Independence: The Board determined Mr. Sicignano is independent under SEC and NYSE American rules .
- Committees:
- Audit Committee: Chair; members are independent and financially literate; Sicignano is the Audit Committee Financial Expert .
- Investment Committee: Member .
- Attendance: Board held six meetings in 2024; no director attended fewer than 75% of Board and committee meetings .
- Board structure context: CEO also serves as Chair (combined role), justified by company size—an independence consideration for oversight .
Fixed Compensation
| Year | Board Cash Fees ($) | Committee Cash Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 30,000 | 10,000 (Audit Chair) | 40,000 |
Compensation policy (non-employee directors): $10,000 per quarterly meeting attended; $10,000 for service as Chair of Compensation, Audit, or Nominating; $5,000 for service as a committee member. Mix of cash and stock awards determined by Compensation Committee .
Performance Compensation
| Year | Stock Awards ($, grant date fair value) | Options Outstanding (end of year) | Notes |
|---|---|---|---|
| 2024 | 20,000 | 0 (none outstanding) | Fair value determined under ASC 718; assumptions in 2024 10-K |
Performance metrics tied to director compensation: None disclosed for directors. The company equity plan permits Restricted Stock/RSUs and Performance Awards, with vesting/forfeiture and potential dividend equivalents per plan terms, but no director-specific performance metrics are enumerated in the proxy .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| 22nd Century Group, Inc. (public) | Director | Apr 2010 – Jul 2019 | Prior role; no interlocks with TOON disclosed |
| Anandia Laboratories, Inc. | Director | Dec 2014 – Aug 2018 | Private company acquired; no TOON interlocks disclosed |
No current public company directorships disclosed beyond his executive role at Charlie’s Holdings (President) .
Expertise & Qualifications
- Audit committee financial expert; meets NYSE American financial sophistication .
- Harvard BA and MBA; deep experience in strategic planning, operations, P&L, capital markets .
- Selected for competitive strategy expertise and investment community contacts .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Henry Sicignano III | 49,214 | * (less than 1%) |
- Ownership basis: 47,784,964 shares outstanding at record date; SEC Rule 13d-3 definitions applied .
- Pledging/Hedging: Company policy prohibits hedging, short sales, transactions in publicly traded options related to company securities, and holding/pledging company securities in margin accounts .
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings timeliness (2024) | All timely, except late Form 4s for Thomopoulos and Parisi; no late filings cited for Sicignano |
No specific Form 4 transactions for Mr. Sicignano are disclosed in the proxy; beneficial ownership shown above .
Governance Assessment
-
Strengths:
- Independent director with finance sophistication; chairs Audit Committee, enhancing oversight of reporting and controls .
- Active Investment Committee role, aligning capital deployment oversight with financial expertise .
- Attendance was acceptable; no director fell below 75% threshold .
- Modest, balanced director pay with cash and stock; clear committee fee structure; no options outstanding—reduces potential misalignment .
-
Considerations/Risk indicators:
- Combined CEO/Chair structure can reduce board independence and checks on management; places higher responsibility on independent chairs (Audit, Nominating) to sustain robust oversight .
- Related-party transactions disclosed (office sublease and design services) exist at company level without indication of director involvement; monitor for future conflicts .
- Capital markets activity and equity plan amendments (share pool increase) place importance on Audit/Compensation governance rigor; Audit Committee oversight of auditor changes documented .
-
RED FLAGS:
- None specific to Mr. Sicignano identified in proxy or 10-Q disclosures reviewed (no related-party ties or pledging; no attendance issues) . Continual monitoring advisable given overall governance structure and ongoing financing activity .