SONO TEK CORP
For the period ended Feb 28, 2026. Filed May 28, 2026.
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FY2026 · Filed May 28, 2026
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Item 11. Executive Compensation
| ITEM 11 | EXECUTIVE COMPENSATION |
|---|
The following table sets forth the aggregate remuneration paid or accrued by the Company for fiscal 2026 and fiscal 2025 for each named officer of the Company.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards | Option Awards1 ($) | All Other Compensation2 | Total ($) |
|---|---|---|---|---|---|---|---|
| R. Stephen Harshbarger CEO, President and Director | 2026 2025 | 274,000 265,000 | 63,400 50,500 | 0 0 | 60,000 60,000 | 10,700 10,000 | 408,100 385,500 |
| Stephen J. Bagley Chief Financial Officer | 2026 2025 | 191,300 185,000 | 47,000 37,400 | 0 0 | 25,000 25,000 | 7,400 7,200 | 270,700 254,600 |
| Christopher C. Cichetti Chief Operating Officer | 2026 2025 | 200,000 200,000 | 47,000 37,400 | 0 0 | 45,000 90,000 | 8,000 7,400 | 300,000 334,800 |
| 1 | Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements. |
| 2 | All Other Compensation represents Company contributions to the Company’s 401K plan. |
Officer Compensation Arrangements
During fiscal 2026, Mr. Harshbarger was compensated at the rate of $274,000 per annum.
During fiscal 2026, Mr. Bagley was compensated at the rate of $191,300 per annum.
During fiscal 2026, Mr. Cichetti was compensated at the rate of $200,000 per annum.
In addition, each named officer earned bonus compensation based on the achievement of certain operating objectives.
Outstanding Equity Awards at Fiscal Year End
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date |
|---|---|---|---|---|
| R. Stephen Harshbarger | 5,815 | — | 6.05 | 11/18/2031 |
| CEO, President and Director | 16,340 | — | 6.26 | 02/17/2032 |
| 3,937 | — | 5.96 | 11/17/2032 | |
| 3,726 | 932 | 5.00 | 11/16/2033 | |
| 10,425 | 12,741 | 4.12 | 08/22/2034 | |
| — | 29,268 | 3.25 | 08/21/2035 | |
| Stephen J. Bagley | 2,750 | — | 4.45 | 01/15/2031 |
| Chief Financial Officer | 9,804 | — | 6.26 | 02/17/2032 |
| 1,969 | — | 5.96 | 11/17/2032 | |
| 1,863 | 466 | 5.00 | 11/16/2033 | |
| 4,344 | 5,309 | 4.12 | 08/22/2034 | |
| — | 12,195 | 3.25 | 08/21/2035 | |
| Christopher C. Cichetti | 2,750 | — | 4.45 | 01/15/2031 |
| Chief Operating Officer | 9,804 | — | 6.26 | 02/17/2032 |
| 1,969 | — | 5.96 | 11/17/2032 | |
| 1,863 | 466 | 5.00 | 11/16/2033 | |
| 4,969 | 1,242 | 5.00 | 11/16/2033 | |
| 15,637 | 19,112 | 4.12 | 08/22/2034 | |
| — | 21,951 | 3.25 | 08/21/2035 |
Estimated Payments and Benefits Upon Termination or Change in Control
The Company has entered into Executive Agreements with Stephen J. Bagley, the Company’s Chief Financial Officer, Christopher Cichetti, the Company’s Chief Operating Officer, Christopher L. Coccio, the Company’s Executive Chairman and R. Stephen Harshbarger, the Company’s Chief Executive Officer. The agreements provide that in the event of a change of control of the Company followed by a termination of the executives’ employment under certain circumstances, the officers shall receive severance payments equal to two years of the executive’s annual base, commissions and bonus compensation paid by the Company for the previous calendar year.
Based on last year’s salary arrangements, if the rights of the foregoing officers were to be triggered following a change of control, they would be entitled to the following payments from the Company: Stephen J. Bagley $455,000, Christopher Cichetti $475,000, Christopher L. Coccio $406,000 and R. Stephen Harshbarger $645,000.
Severance Agreements
The Company has entered into severance agreements with Stephen J. Bagley, Chief Financial Officer, Christopher Cichetti, Chief Operating Officer, Christopher L. Coccio, Executive Chairman and R. Stephen Harshbarger Chief Executive Officer and President. The agreements provide that in the event of termination of the executive’s employment, other than for cause, the officers shall receive severance payments equal to two weeks of compensation for each full year employed by the Company.
Clawback Policy
Our Board has adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.
Compensation of Directors
Each non-employee director receives $2,500 for each meeting attended. Directors who are employees of the Company receive no additional compensation for serving as directors. For the year ended February 28, 2026, director compensation was as follows:
2026 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Christopher Coccio | — | — | 50,0001 | — | — | 220,8002 | 270,800 |
| Eric Haskell | 5,000 | — | 12,0003 | — | — | — | 17,000 |
| Adeniyi Lawal | 7,500 | — | 12,0004 | — | — | — | 19,500 |
| Carol O’Donnell | 7,500 | — | 12,0005 | — | — | — | 19,500 |
| Philip Strasburg6 | 5,0006 | — | — | — | — | — | 5,000 |
| Joseph Riemer | 7,500 | — | 12,0007 | — | — | — | 19,500 |
| Kirk Warshaw | 7,500 | — | 12,0008 | — | — | — | 19,500 |
| 1 | During fiscal 2026, Dr. Coccio received a grant of 29,240 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Coccio held an aggregate of 99,744 stock options. |
| 2 | Represents salary of $160,000 and bonus of $54,000 paid to Dr. Coccio during fiscal 2026 in connection with his service as Executive Chairman and a Company contribution of $6,800 to the Company’s 401k plan. |
| 3 | During fiscal 2026, Mr. Haskell received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Mr. Haskell held an aggregate of 35,377 stock options. |
| 4 | During fiscal 2026, Dr. Lawal received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Lawal held an aggregate of 12,351 stock options. |
| 5 | During fiscal 2026, Ms. O’Donnell received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Ms. O’Donnell held an aggregate of 25,377 stock options. |
| 6 | Mr. Strasburg did not stand for reelection as a Director and his term concluded in August 2025 upon completion of the Company’s annual meeting of stockholders. |
| 7 | During fiscal 2026, Dr. Riemer received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Riemer held an aggregate of 27,377 stock options. |
| 8 | During fiscal 2026, Mr. Warshaw received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Mr. Warshaw held an aggregate of 7,018 stock options. |
Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements.
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