Fiscal year 2026 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses SOTK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SOTK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| R. Stephen Harshbarger | $274,000 | $63,400 | $0 | $60,000 | $0 | $0 | $10,700 | $408,100 |
| Chief Executive Officer and President | ||||||||
| Christopher Cichetti | 200,000 | 47,000 | 0 | 45,000 | 0 | 0 | 8,000 | 300,000 |
| Chief Operating Officer | ||||||||
| Stephen Bagley | 191,300 | 47,000 | 0 | 25,000 | 0 | 0 | 7,400 | 270,700 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| R. Stephen Harshbarger | $408,100 | $385,500 | $331,500 | +22,600 |
| Christopher Cichetti | 300,000 | 334,800 | 250,800 | −34,800 |
| Stephen Bagley | 270,700 | 254,600 | 234,600 | +16,100 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2026 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Stephen Bagley | CFO | 2026-07-23 | D | 3,454 | $5 | $18,759 | Common | Form 4 ↗ |
| Stephen Bagley | CFO | 2026-07-27 | D | 1,200 | 5 | 6,090 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Stephen Bagley | Option | 5,309 | 4.12 | — |
| Christopher Cichetti | Option | 21,951 | 3.25 | — |
| Christopher Cichetti | Option | 1,242 | 5 | — |
| R. Stephen Harshbarger | Option | 932 | 5 | — |
| Christopher Cichetti | Option | 466 | 5 | — |
| R. Stephen Harshbarger | Option | 29,268 | 3.25 | — |
| Stephen Bagley | Option | 12,195 | 3.25 | — |
| R. Stephen Harshbarger | Option | 12,741 | 4.12 | — |
| Christopher Cichetti | Option | 19,112 | 4.12 | — |
| Stephen Bagley | Option | 466 | 5 | — |
Compensation is set at levels believed to be competitive with executive officers with similar qualifications, experience and responsibilities of similar businesses. Such individuals receive a base salary and incentive compensation based on the achievement of certain operating objectives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | None |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-08-21 | 6,793,102 | 201,778 | 240,689 | 97.12% | Passed |
| 2024 | 2024-08-22 | 4,272,099 | 140,112 | 280,407 | 96.82% | Passed |
| 2023 | 2023-08-24 | 6,364,295 | 369,088 | 141,637 | 94.52% | Passed |
| 2022 | 2022-08-18 | 5,682,123 | 665,482 | 52,358 | 89.52% | Passed |
| 2021 | 2021-08-19 | 5,717,305 | 190,002 | 316,395 | 96.78% | Passed |
| 2020 | 2020-08-20 | 4,688,940 | 153,075 | 332,935 | 96.84% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-08-21 | 97.12%a |
| 2024 | 2024-08-22 | 96.82%b |
| 2023 | 2023-08-24 | 94.52%c |
a. Approved under the standard stated in the filing — “Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on any of these proposals.”.
b. Approved under the standard stated in the filing — “Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on any of these proposals.”.
c. Approved under the standard stated in the filing — “Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on any of these proposals.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Christopher L. CoccioEmployee director · Board Chair | $0 | $0 | $50,000 | — | $220,800 | $270,800 |
| Joseph RiemerIndependent · Nominating (Chair) | 7,500 | 0 | 12,000 | — | 0 | 19,500 |
| Adeniyi LawalIndependent · Compensation | 7,500 | 0 | 12,000 | — | 0 | 19,500 |
| Kirk WarshawIndependent · Audit · Newly elected | 7,500 | 0 | 12,000 | — | 0 | 19,500 |
| Carol O'DonnellIndependent · Compensation (Chair) · Audit · Nominating | 7,500 | 0 | 12,000 | — | 0 | 19,500 |
| Eric HaskellIndependent · Audit (Chair) · Compensation | 5,000 | 0 | 12,000 | — | 0 | 17,000 |
| Philip StrasburgIndependent · Compensation · Audit · Not standing for re-election · Departed during FY | 5,000 | 0 | 0 | — | 0 | 5,000 |
| R. Stephen HarshbargerEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $2,500 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $40,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $220,800 |
| Total cost of the board | $260,800 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Sono Tek | 2026 | R. Stephen Harshbarger | $274,000 | $0 | $60,000 | $0 | $408,100 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, R. Stephen Harshbarger | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Summary Compensation Table” · page 1. As printed: 408,100. Filing ↗machine: span 135308–135315 |
| 2 | Section 01, Christopher Cichetti | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Summary Compensation Table” · page 26. As printed: 300,000. Filing ↗machine: span 139508–139515 |
| 3 | Section 01, Stephen Bagley | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Summary Compensation Table” · page 26. As printed: 270,700. Filing ↗machine: span 137405–137412 |
| 4 | Section 07, pay ratio | 10-K | 2026-05-28 | 0001171520-26-000113 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Christopher L. Coccio | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 270,800. Filing ↗machine: t10 · r1 · c7 · span 110905–110912 |
| 6 | Section 08, Joseph Riemer | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 19,500. Filing ↗machine: t10 · r6 · c7 · span 119067–119073 |
| 7 | Section 08, Adeniyi Lawal | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 19,500. Filing ↗machine: t10 · r3 · c7 · span 114158–114164 |
| 8 | Section 08, Kirk Warshaw | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 19,500. Filing ↗machine: t10 · r7 · c7 · span 120698–120704 |
| 9 | Section 08, Carol O'Donnell | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 19,500. Filing ↗ |
| 10 | Section 08, Eric Haskell | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 17,000. Filing ↗machine: t10 · r2 · c7 · span 112526–112532 |
| 11 | Section 08, Philip Strasburg | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 5,000. Filing ↗machine: t10 · r5 · c1 · span 116291–116296 |
| 12 | Section 08, R. Stephen Harshbarger | DEF 14A | 2026-07-22 | 0001171520-26-000185 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 02, Stephen Bagley 2026-07-23 | Form 4 | 2026-07-27 | 0001171520-26-000197 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, Stephen Bagley 2026-07-27 | Form 4 | 2026-07-29 | 0001171520-26-000205 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 06, 2025 vote | Form 8-K | 2025-08-25 | 0001171520-25-000277 | Item 5.07 · say-on-pay result. As reported: 97.12% (votes for as printed: 6,793,102). Filing ↗ |
| 16 | Section 06, 2024 vote | Form 8-K | 2024-08-23 | 0001171520-24-000306 | Item 5.07 · say-on-pay result. As reported: 96.82% (votes for as printed: 4,272,099). Filing ↗ |
| 17 | Section 06, 2023 vote | Form 8-K | 2023-08-25 | 0001171520-23-000281 | Item 5.07 · say-on-pay result. As reported: 94.52% (votes for as printed: 6,364,295). Filing ↗ |
| 18 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 19 | Section 09b board cost (computed) | Computed | — | computed | Cash 40,000 + equity 0 + all other 220,800 = 260,800, summed across the director compensation table rows.machine: formula: Σ = 260,800 |
| 20 | Sono Tek (subject), Section 10b CEO total | DEF 14A | 2026-07-22 | 0001171520-26-000185 | CEO total compensation as printed in Sono Tek's own proxy. As printed: 408,100. Filing ↗machine: span 135308–135315 |