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Item 9A. Controls and Procedures

2021-05-28 compared with 2020-05-29 · 829 added, 850 removed, 464 unchanged (78% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief

Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined

in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”)) as of the end of the period covered

by this annual report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer

concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level of assurance, in

ensuring that the information required to be disclosed by us in the reports we file or submit under the Act is (i) accumulated

and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and

(ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our management, with the participation of our Chief Executive Officer and Chief Financial

Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)

under the Securities Exchange Act of 1934, as amended (the “Act”)) as of the end of the period covered by this annual report

on Form 10-K.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure

controls and procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the information required

to be disclosed by us in the reports we file or submit under the Act is (i) accumulated and communicated to our management (including

the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms.

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control

over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Under the supervision and with the participation

of our management, including our Chairman & CEO (principal executive officer) and Chief Financial Officer (principal accounting

officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria

in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

on our evaluation, management has concluded that our internal control over financial reporting was effective as of February 29,

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over

financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Under the supervision and with the participation of our

management, including our Chairman & CEO (principal executive officer) and Chief Financial Officer (principal accounting officer),

we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control

- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, management

has concluded that our internal control over financial reporting was effective as of February 28, 2021.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined

in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting (as defined in Rule

13a-15(f) under the Securities Exchange Act of 1934, as amended) that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION - None.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

– Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

(a) Identification of Directors

Identification of Directors

Position with the Company

6 unchanged sentences

Mowbray, Ph.D.

Carol O’Donnell

Joseph Riemer, Ph.D.

Samuel Schwartz

Chairman Emeritus and Director

Strasburg, CPA

1 unchanged sentence

The Board of Directors is divided into two classes.

The directors in each class

serve for a term of two years.

The terms of the classes are staggered so that only one class of directors is elected at each annual

meeting of the Company.

The terms of Dr.

Mowbray, Messrs.

Haskell and Schwartz and Ms.

O’Donnell run until the annual meeting

to be held in 2020.

The directors in each class serve for

a term of two years.

The terms of the classes are staggered so that only one class of directors is elected at each annual meeting of the

The terms of Drs.

Coccio and Riemer and Messrs.

Strasburg and Harshbarger run until the annual meeting to be

held in 2021, and in each case until their respective successors are duly elected and qualified.

Strasburg and Harshbarger run until the annual meeting to be held in 2021.

Haskell and Ms.

O’Donnell run until the annual meeting to be held in 2022, and in each case until their

respective successors are duly elected and qualified.

Audit Committee

The Company’s Board of Directors has an Audit Committee composed of “independent

directors”, Carol O’Donnell, Eric Haskell, CPA and Philip A.

Strasburg, CPA, as Chairman.

The “audit committee

financial expert”

designated by the Board is Philip A.

The Audit Committee is responsible for (i) selecting an independent public accountant

for ratification by the stockholders, (ii) reviewing material accounting items affecting the consolidated financial statements

of the Company, and (iii) reporting its findings to the Board of Directors.

The Company has a separate designated standing Audit Committee established and administered

in accordance with SEC rules.

The three members of the Audit Committee are Philip A.

Strasburg, CPA (who serves as Chairman of the Audit

Committee), Carol O’Donnell and Eric Haskell, CPA.

The Board of Directors has determined that each member if the Audit Committee

meets the independence criteria prescribed by NASDAQ governing the qualifications for audit committee members and each Audit Committee

member meets NASDAQ’s financial knowledge requirements.

The Board of Directors has determined that Mr.

Strasburg qualifies as an

“audit committee financial expert,” as defined in the rules and regulations of the SEC.

The Audit Committee is responsible for (i) selecting an independent public accountant for

ratification by the stockholders, (ii) reviewing material accounting items affecting the consolidated financial statements of the Company,

and (iii) reporting its findings to the Board of Directors.

Compensation Committee

The Company’s executive compensation is administered by the Compensation Committee

of the Board of Directors, which was established in 2020.

The members of the Compensation Committee are Dr.

O’Donnell

Strasburg, all of whom have been determined by the Board to be independent in accordance with NASDAQ’s requirement for independent

director oversight of executive officer compensation.

Nominating Committee

There have been no changes to the procedures by which shareholders may recommend

nominees to the Board of Directors.

There have been no changes to the procedures by which shareholders may recommend nominees

to the Board of Directors.

Identification of Executive Officers

Position with the Company

with the Company

Chief Financial Officer

Vice President –

Sales & Marketing

Vice President – Sales & Marketing

Christopher C.

Vice President –

Application Engineering

Vice President – Application Engineering

Christopher L.

4 unchanged sentences

President and Director

The foregoing officers are appointed for terms of one year or until their successors

are duly elected and qualified or until terminated by the action of the Board of Directors.

There are no arrangements or understandings

between any executive officer and any other persons(s) pursuant to which he was or is to be selected as an officer.

The foregoing officers are appointed for terms of one year or until their successors are

duly elected and qualified or until terminated by the action of the Board of Directors.

There are no arrangements or understandings between

any executive officer and any other persons(s) pursuant to which he was or is to be selected as an officer.

Business Experience

BAGLEY, CPA was appointed Chief Financial Officer in June 2005.

1987 to 1991 he worked in public accounting in various capacities.

From 1992 to 2005, he held various leadership positions as Controller,

Chief Financial Officer and Vice President of Finance for companies with up to $45,000,000 in revenues.

Bagley earned a Bachelor

of Science degree from The State University of NY –

College at Oneonta and an MBA from Marist College.

He was licensed as

a CPA in 1990.

1991 he worked in public accounting in various capacities.

From 1992 to 2005, he held various leadership positions as Controller, Chief

Financial Officer and Vice President of Finance for companies with up to $45,000,000 in revenues.

Bagley earned a Bachelor of Science

degree from The State University of NY – College at Oneonta and an MBA from Marist College.

He was licensed as a CPA in 1990.

Bagley has been a member of the OTCQX Issuer Advisory Council since 2019.

Bagley is a past President of

the Board of Education for the New Paltz Central School District and a past Chairman of the Audit and Finance Committee for the

BRUNTIL was appointed Vice President –

Sales & Marketing in

Bruntil joined Sono-Tek in 2007 as a Regional Sales Manager and has served as Marketing Brand Manager and Director

of the Electronics and Advanced Energy Division.

Bruntil has experience in branding and product development and has successfully

implemented sales strategies, launched new products and management of a diverse product line.

Bagley is a past President of the Board of Education for

the New Paltz Central School District and a past Chairman of the Audit and Finance Committee for the District.

BRUNTIL was appointed Vice President – Sales & Marketing in March

Bruntil joined Sono-Tek in 2007 as a Regional Sales Manager and has served as Marketing Brand Manager and Director of the Electronics

and Advanced Energy Division.

Bruntil has experience in branding and product development and has successfully implemented sales strategies,

launched new products and management of a diverse product line.

Prior to joining Sono-Tek, Mr.

was a branch manager in the retail banking industry.

He is a graduate of Central Connecticut State University with a major in psychology

and a concentration in sociology.

Bruntil was a branch manager in the retail

banking industry.

He is a graduate of Central Connecticut State University with a major in psychology and a concentration in sociology.

CHRISTOPHER C.

CICHETTI was appointed Vice President –

Application Engineering

in June 2019.

Cichetti joined Sono-Tek in 2005 as an Electrical Engineer and has served as Application Engineer, Senior Application

Engineer, and Manager of the Application Engineering Department.

Cichetti has experience in lab testing, process development,

project management, and has successfully implemented several successful OEM relationships with outside vendors.

He is a graduate

of Worcester Polytechnic Institute with a major in Computer and Electrical Engineering and a minor in International Studies.

CICHETTI was appointed Vice President – Application Engineering in

Cichetti joined Sono-Tek in 2005 as an Electrical Engineer and has served as Application Engineer, Senior Application Engineer,

and Manager of the Application Engineering Department.

Cichetti has experience in lab testing, process development, project management,

and has successfully implemented several successful OEM relationships with outside vendors.

He is a graduate of Worcester Polytechnic

Institute with a major in Computer and Electrical Engineering and a minor in International Studies.

CHRISTOPHER L.

COCCIO was appointed President and Chief Executive Officer of

Sono-Tek on April 30, 2001, has been a Director of the Company since June 1998, and was appointed Chairman in August 2007.

1964 to 1996, he held various engineering, sales, marketing and management positions at General Electric Company, with P&L

responsibilities for up to $100 million in sales and 500 people throughout the United States.

He also won an ASME Congressional

Fellowship and served with the Senate Energy Committee in 1976.

His business experience includes both domestic and international

markets and customers.

He founded a management consulting business in 1996, and was appointed a legislative Fellow on the New York

State Assembly’s Legislative Commission on Science and Technology from 1996 to 1998.

From 1998 to 2001, he worked with Accumetrics

Associates, Inc., a manufacturer of digital wireless telemetry systems, as Vice President of Business Development and member of

the Board of Advisors.

COCCIO was appointed President and Chief Executive Officer of Sono-Tek

on April 30, 2001, has been a Director of the Company since June 1998, and was appointed Chairman in August 2007.

From 1964 to 1996,

he held various engineering, sales, marketing and management positions at General Electric Company, with P&L responsibilities for

up to $100 million in sales and 500 people throughout the United States.

He also won an ASME Congressional Fellowship and served with

the Senate Energy Committee in 1976.

His business experience includes both domestic and international markets and customers.

a management consulting business in 1996, and was appointed a legislative Fellow on the New York State Assembly’s Legislative Commission

on Science and Technology from 1996 to 1998.

From 1998 to 2001, he worked with Accumetrics Associates, Inc., a manufacturer of digital

wireless telemetry systems, as Vice President of Business Development and member of the Board of Advisors.

Coccio received a B.S.M.E.

from Stevens Institute of Technology, an M.S.M.E.

from the University of

Colorado, and a Ph.D.

from Rensselaer Polytechnic Institute in Chemical Engineering.

from the University of Colorado, and a Ph.D.

from Rensselaer Polytechnic Institute

in Chemical Engineering.

Key attributes, Experience and Skills:

brings his strategic vision for our Company to the Board together with his leadership, business experience and investor relations

Coccio brings

his strategic vision for our Company to the Board together with his leadership, business experience and investor relations skills.

Coccio has an immense knowledge of our Company and its related applications which is beneficial to the Board.

Coccio’s

service as Chairman and CEO bridges a critical gap between the Company’s management and the Board, enabling the Board to

benefit from management’s perspective on the Company’s business while the Board performs its oversight function.

ENGLE joined Sono-Tek in 2000 as a

Field Service Technician, became Vice President of Engineering in January 2013 and was appointed Executive Vice President in September

Engle created the Sono-Tek Service Department and led the development of key products in his leadership role of our engineering

As Vice President of Engineering, he directs the engineering department, service department, IT and Sono-Tek laboratory

Coccio’s service

as Chairman and CEO bridges a critical gap between the Company’s management and the Board, enabling the Board to benefit from management’s

perspective on the Company’s business while the Board performs its oversight function.

ENGLE joined Sono-Tek in 2000 as a Field

Service Technician, became Vice President of Engineering in January 2013 and was appointed Executive Vice President in September 2019.

Engle created the Sono-Tek Service Department and led the development of key products in his leadership role of our engineering resources.

As Vice President of Engineering, he directs the engineering department, service department, IT and Sono-Tek laboratory services.

Engle was formally trained and certified by the U.S.

Navy as a Nuclear Operator where he was recognized with an induction

into the Navy League Memorial for meritorious service and the advancement of training techniques.

He also served with honors on

board a submarine and earned the prestigious Sub-Surface Warfare (E) Insignia.

Navy as a Nuclear Operator where he was recognized with an induction into the Navy

League Memorial for meritorious service and the advancement of training techniques.

He also served with honors on board a submarine and

earned the prestigious Sub-Surface Warfare (E) Insignia.

STEPHEN HARSHBARGER joined Sono-Tek in 1993.

He was appointed President of the Company in 2012 and became a Director in August 2013.

As President, he directs the Company’s

Sales, Marketing, Engineering, Service, and Manufacturing Operations.

was appointed President of the Company in 2012 and became a Director in August 2013.

As President, he directs the Company’s Sales,

Marketing, Engineering, Service, and Manufacturing Operations.

Prior to assuming his present position, Mr.

Harshbarger served

as Sales Engineer, World-Wide Sales and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE)

and Executive Vice President.

In his years managing the sales organization, he established a worldwide distribution and representative

network in more than 40 countries consisting of more than 300 persons, with revenue growth of greater than 300%.

He has over 25

years of experience in ultrasonic coating equipment for the electronics, medical device and advanced energy industries.

to joining Sono-Tek, Mr.

Harshbarger was the Sales and Marketing Manager for Plasmaco Inc., a world leader in the development of

flat panel displays.

In that position, he established their distribution network, participated in venture capital funding, and

introduced the first flat panel technology to Wall Street trading floors.

He is a graduate of Bentley University, with a

major in Finance and a minor in Marketing.

Harshbarger served as Sales

Engineer, World-Wide Sales and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE) and Executive

Vice President.

In his years managing the sales organization, he established a worldwide distribution and representative network in more

than 40 countries consisting of more than 300 persons, with revenue growth of greater than 300%.

He has over 25 years of experience in

ultrasonic coating equipment for the electronics, medical device and advanced energy industries.

Prior to joining Sono-Tek, Mr.

was the Sales and Marketing Manager for Plasmaco Inc., a world leader in the development of flat panel displays.

In that position, he

established their distribution network, participated in venture capital funding, and introduced the first flat panel technology to Wall

Street trading floors.

He is a graduate of Bentley University, with a major in Finance and a minor in Marketing.

Key attributes, Experience and Skills:

is among a small handful of ultrasonic coating experts in the world.

He has a proven track record of identifying, developing and

implementing the technology for new markets and applications.

His expertise in establishing strong distribution networks and knowledge

of ultrasonic coating for new product developments, targeted at specific advanced technology applications, bring insights to the

Harshbarger also brings leadership and oversight experience to the Board.

He has a proven track record of identifying, developing and implementing

the technology for new markets and applications.

His expertise in establishing strong distribution networks and knowledge of ultrasonic

coating for new product developments, targeted at specific advanced technology applications, bring insights to the Board.

also brings leadership and oversight experience to the Board.

ERIC HASKELL, CPA has been a Director since August 2009.

He has over 40 years of

experience in senior financial positions at several public and private companies.

He has significant expertise in the

areas of acquisitions and divestitures, strategic planning and investor relations.

From December 2005 through March

Haskell served as the Executive Vice President and Chief Financial Officer of SunCom Wireless Holdings, Inc., a company

providing digital wireless communications services which was publicly traded until its merger with a wholly-owned subsidiary of

T-Mobile USA, Inc.

He has over 40 years of experience

in senior financial positions at several public and private companies.

He has significant expertise in the areas of acquisitions

and divestitures, strategic planning and investor relations.

From December 2005 through March 2008, Mr.

Haskell served as the

Executive Vice President and Chief Financial Officer of SunCom Wireless Holdings, Inc., a company providing digital wireless communications

services which was publicly traded until its merger with a wholly-owned subsidiary of T-Mobile USA, Inc.

in February 2008.

He also served as a member of SunCom’s Board of Directors from November 2003

through May 2007.

From 1989 until April 2004, Mr.

Haskell served as the Chief Financial Officer of Systems & Computer

Technology Corp., a NASDAQ listed software and services corporation.

Haskell received a Bachelors Degree in Business

Administration from Adelphi University in 1969.

also served as a member of SunCom’s Board of Directors from November 2003 through May 2007.

From 1989 until April 2004,

Haskell served as the Chief Financial Officer of Systems & Computer Technology Corp., a NASDAQ listed software and services corporation.

Haskell received a Bachelors Degree in Business Administration from Adelphi University in 1969.

Key attributes, Experience and Skills:

Haskell’s

training and extensive experience in financial management at both public and private companies provide the Board with valuable

Haskell’s significant experience in acquisitions and divestitures and investor relations bring strategic judgment

and experience to the Board.

Haskell’s strong operational and business background complement his accounting and finance

experience and are valuable resources to the Board as it exercises its oversight duties and support of the Company’s growth

training and extensive experience in financial management at both public and private companies provide the Board with valuable insights.

Haskell’s significant experience in acquisitions and divestitures and investor relations bring strategic judgment and experience

to the Board.

Haskell’s strong operational and business background complement his accounting and finance experience and are

valuable resources to the Board as it exercises its oversight duties and support of the Company’s growth strategies.

MOWBRAY has been a Director since August 2003.

1 unchanged sentence

consultant since August 1997.

From September 1992 to August 1997, he was the Manager of the General Electric Company’s Corporate

Research and Development Mechanical Engineering Laboratory.

2 unchanged sentences

Mowbray received a B.S.

in Aeronautical Engineering from the University of Minnesota

in 1960, a Master of Science in Engineering Mechanics from the University of Minnesota in 1962 and a Ph.D.

from Rensselaer Polytechnic

Institute in Engineering Mechanics in 1968.

in Aeronautical Engineering from the University of Minnesota in 1960,

a Master of Science in Engineering Mechanics from the University of Minnesota in 1962 and a Ph.D.

from Rensselaer Polytechnic Institute

in Engineering Mechanics in 1968.

Key attributes, Experience and Skills:

Mowbray’s

extensive research and managerial experience enables him to bring valuable insights to the Board.

His knowledge of the Company’s

products and the materials sciences technology underlying them has enabled him to contribute to the Company’s advanced products

His knowledge of the Company’s

products and the materials sciences technology underlying them has enabled him to contribute to the Company’s advanced products

development and designs.

Mowbray also brings leadership and oversight experience to the Board from his GE management background.

Mowbray also brings leadership and oversight experience to the Board from his General Electric management

CAROL O’DONNELL has been a Director since November 2018.

O’Donnell

joined Protégé

Partners, an industry leading firm investing in and seeding smaller and emerging hedge fund managers

in 2016 and has served as Chief Executive Officer since 2018.

O’Donnell joined Protégé

Partners, an industry leading firm investing in and seeding smaller and emerging hedge fund managers in 2016 and has served as Chief Executive

Officer since 2018.

She was a key member of the Protégé

executive team

that launched an affiliate business, MOV37, for which she also serves as Chief Executive Officer.

executive team that launched an affiliate business, MOV37, for which

she also serves as Chief Executive Officer.

Prior to joining Protégé

Partners, Ms.

O’Donnell was the Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered

investment advisory and wealth management firm from 2013 to 2016.

She also worked at Permal Group as General Counsel and

Chief Compliance Officer and was COO and General Counsel of Framework Investment Group.

O’Donnell is admitted to

practice law in the States of New York and Connecticut.

O’Donnell was the Director of Legal

and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management firm from 2013

She has also served as General Counsel to Boothbay Fund Management LLC, a registered investment adviser, since December 2019.

She also worked at Permal Group as General Counsel and Chief Compliance Officer and was COO and General Counsel of Framework Investment

O’Donnell is admitted to practice law in the States of New York and Connecticut.

Key attributes, Experience and Skills:

O’Donnell’s

extensive experience as an attorney enables her to bring valuable strategic insights to the Board in the areas of corporate governance,

finance and securities law.

O’Donnell also brings leadership and oversight experience to the Board.

JOSEPH RIEMER joined the Company in January 2007 as Vice President of Engineering

and has been a Director since August 2007.

Riemer served as President from September 2007 until August 2012 when he became

Vice President of Food Business Development, which position he held until June 2016.

O’Donnell also brings leadership and oversight experience to the Board.

JOSEPH RIEMER joined the Company in January 2007 as Vice President of Engineering and

has been a Director since August 2007.

Riemer served as President from September 2007 until August 2012 when he became Vice President

of Food Business Development, which position he held until June 2016.

Riemer holds a Ph.D.

in Food Science and

Technology from the Massachusetts Institute of Technology (MIT), focusing on food technology, food chemistry, biochemical analysis,

and food microbiology.

His experience includes seven years with Pfizer in its Adams Confectionary Division, where he was Director,

Global Operations Development.

Riemer has also held leading positions with several food, food ingredients, and personal care

products companies.

He has served in the capacities of research and development, operations, and general management.

Prior to joining

the Company, he was a management consultant serving clients in the food, biotech and pharmaceutical industries.

in Food Science and Technology from the

Massachusetts Institute of Technology (MIT), focusing on food technology, food chemistry, biochemical analysis, and food microbiology.

His experience includes seven years with Pfizer in its Adams Confectionary Division, where he was Director, Global Operations Development.

Riemer has also held leading positions with several food, food ingredients, and personal care products companies.

He has served in

the capacities of research and development, operations, and general management.

Prior to joining the Company, he was a management consultant

serving clients in the food, biotech and pharmaceutical industries.

Key attributes, Experience and Skills:

Riemer’s

extensive research and management experience enables him to bring valuable insights to the Board.

His considerable experience in

the biotech, food and pharmaceutical industries bring specific product application insights to the Board.

Riemer’s previous

service as Vice President of Food Business Development helps to provide focus to the Board on this important marketing area.

Riemer also brings leadership and oversight experience to the Board.

SAMUEL SCHWARTZ has been a Director of the Company since August 1987, and was Chairman

of the Board from February 1993 to May 1999 and August 2001 to August 2007.

From 1959 to 1992, he was the Chairman and Chief Executive

Officer of Krystinel Corporation, a manufacturer of ceramic magnetic components used in electronic circuitry.

He received a B.Ch.E.

from Rensselaer Polytechnic Institute in 1941 and an M.Ch.E.

from New York University in 1948.

Key attributes, Experience and Skills:

Schwartz’s

long-time experience as a businessman and manufacturer enables him to bring valuable operational insights to the Board.

Schwartz’s

experience as former Chairman of the Board enable him to bring operational insights to the Board.

Schwartz also brings leadership

His considerable experience in the biotech,

food and pharmaceutical industries bring specific product application insights to the Board.

Riemer’s previous service as Vice

President of Food Business Development helps to provide focus to the Board on this important marketing area.

Riemer also brings leadership

and oversight experience to the Board.

PHILIP STRASBURG, CPA, has been a Director since August 2004.

He is a retired partner

from the firm of Anchin Block and Anchin, LLP and has 40 years of experience in auditing.

He has served as Audit Committee Chairman

He is a retired partner from

the firm of Anchin Block and Anchin, LLP and has 40 years of experience in auditing.

He has served as Audit Committee Chairman since 2005.

He was the lead partner on the Sono-Tek account from fiscal 1994 to fiscal 1996.

Strasburg is a certified public

accountant in New York State.

He has a Master of Science in economics from The London School of Economics and Political Science

and a Bachelor of Science degree from Lehigh University, where he majored in business administration.

Strasburg is a certified public accountant in New

He has a Master of Science in economics from The London School of Economics and Political Science and a Bachelor of Science

degree from Lehigh University, where he majored in business administration.

Key attributes, Experience and Skills:

Strasburg’s

training and extensive experience in auditing provide the Board with valuable insights and skills necessary to lead the Audit Committee.

Strasburg’s strong operational and business background complement his accounting and finance experience, and are valuable

resources to the Board as it exercises its oversight duties and support of the Company’s growth strategies.

Not applicable.

(d) Family Relationships

(e) Involvement in certain legal proceedings

Strasburg’s strong operational and business background complement his accounting and finance experience, and are valuable resources

to the Board as it exercises its oversight duties and support of the Company’s growth strategies.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's Directors,

executive officers and persons who own more than ten percent of the Company's common stock to file with the Securities and Exchange

Commission initial reports of beneficial ownership and reports of changes of beneficial ownership of common stock.

are also required by Securities and Exchange Commission regulations to furnish the Company with copies of all such reports.

Based solely on a review of such filings, during the year ended February 29, 2020, all of the Company's Directors and executive

officers and holders of more than ten percent of the Company’s stock have made timely filings of such reports.

executive officers and persons who own more than ten percent of the Company's common stock to file with the Securities and Exchange Commission

initial reports of beneficial ownership and reports of changes of beneficial ownership of common stock.

Such persons are also required

by Securities and Exchange Commission regulations to furnish the Company with copies of all such reports.

Based solely on a review

of such filings, during the year ended February 28, 2021, all of the Company's Directors and executive officers and holders of more than

ten percent of the Company’s stock have made timely filings of such reports, with the exception of one late filing by each of Eric

Haskell and Donald Mowbray.

Code of Ethics

The Company has adopted a Code of Ethics for senior executives and financial officers.

The Board intends that this Code satisfy the requirements of the Securities and Exchange Commission rules for a Code of Ethics

that applies to senior management.

A copy of the Company's Code of Ethics is posted on the "information for investors"

web page located at http://www.sono-tek.com/code-of-ethics/ and is available in print to any shareholder who requests a copy.

The Company has adopted a Code of Business Conduct and Ethics that applies to all directors,

officers, and employees.

This code of ethics is designed to comply with the NASDAQ marketplace rules related to codes of conduct.

of the Company's Code of Ethics is posted on the "information for investors"

web page located at http://www.sono-tek.com/code-of-ethics/

and is available in print to any shareholder who requests a copy.

The Company intends to satisfy any disclosure requirement under Item

5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our code of ethics by posting such information on the Company’s

EXECUTIVE COMPENSATION

The following table sets forth the aggregate remuneration paid or accrued by the

Company for fiscal 2020 and fiscal 2019 for each named officer of the Company.

The following table sets forth the aggregate remuneration paid or accrued by the Company

for fiscal 2021 and fiscal 2020 for each named officer of the Company.

Summary Compensation Table

5 unchanged sentences

Chief Financial Officer

All Other Compensation represents Company contributions to the Company’s 401K

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 financial statements.

All Other Compensation represents Company contributions to the Company’s 401K plan.

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 financial statements.

Officer Compensation Arrangements

During fiscal 2021, Dr.

Coccio was compensated at a rate of $150,000 per annum.

Coccio was compensated at the rate of $150,000 per annum.

During fiscal 2021, Mr.

Harshbarger was compensated at a rate of $220,000 per annum.

Harshbarger was compensated at the rate of $220,000 per annum.

During fiscal 2021, Mr.

Bagley was compensated at a rate of $155,000 per annum.

In addition, each named officer earned bonus compensation based on the achievement

of certain operating objectives.

Bagley was compensated at the rate of $155,000 per annum, until

November 2020, at which time his annual compensation increased to $165,000.

In addition, each named officer earned bonus compensation based on the achievement of certain

operating objectives.

Outstanding Equity Awards at Fiscal Year End

11 unchanged sentences

Chief Financial Officer

1 These options vested on March 15, 2020

and have been exercised.

2 36,667 of these options vested on March 15, 2020 and have been exercised.

36,666 of these options will vest on March 15, 2021.

3 23,333 of these options vested on March

15, 2020 and have been exercised.

13,334 of these options will vest on March 15, 2021.

1 These options vested on March 15, 2021 and have been exercised.

Estimated Payments and Benefits Upon Termination or Change in Control

On September 1, 2007, the Company entered into identical Executive Agreements with

On September 1, 2007, the Company entered into identical Executive Agreements with Stephen

Bagley, Chief Financial Officer and Christopher L.

Coccio, Chief Executive Officer.

The Company also entered into

an Executive Agreement with R.

The Company also entered into an Executive

Agreement with R.

Stephen Harshbarger, President, on March 5, 2008.

The agreements, as subsequently amended, 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

The agreements, as subsequently amended, 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:

Bagley $334,000, Christopher L.

$391,000, Christopher L.

Coccio $386,000 and R.

1 unchanged sentence

Severance Agreements

On October 20, 2017, the Company entered into identical Executive Agreements with

On October 20, 2017, the Company entered into identical Executive Agreements with Stephen

Bagley, Chief Financial Officer, Christopher L.

1 unchanged sentence

Stephen Harshbarger, President.

The agreements provide that in the event of termination of the executive’s employment, other than for the cause, the officers

shall receive severance payments equal to two weeks of compensation for each full year employed by the Company.

The agreements

provide that in the event of termination of the executive’s employment, other than for the cause, the officers shall receive severance

payments equal to two weeks of compensation for each full year employed by the Company.

Compensation of Directors

Each non-employee director receives $2,000 for each meeting attended.

who are employees of the Company receive no additional compensation for serving as directors.

For the year ended February 29, 2020,

director compensation was as follows:

Directors who

are employees of the Company receive no additional compensation for serving as directors.

For the year ended February 28, 2021, director

compensation was as follows:

2021 Director Compensation

1 unchanged sentence

Carol O’Donnell

Samuel Schwartz

Philip Strasburg

Joseph Riemer

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 financial statements.

Samuel Schwartz 6

1 During fiscal 2021, Mr.

Haskell received a grant of 10,000 options exercisable at $3.70 per share.

At the end of fiscal 2021,

Haskell held an aggregate of 25,000 stock options.

2 During fiscal 2021, Dr.

Mowbray received a grant of 10,000 options exercisable at $3.70 per share.

At the end of fiscal 2021,

Mowbray held an aggregate of 10,000 stock options.

3 At the end of fiscal 2021, Ms.

O’Donnell held an aggregate of 20,000 stock options.

4 At the end of fiscal 2021, Mr.

Strasburg held an aggregate of 10,000 stock options.

5 At the end of fiscal 2021, Dr.

Riemer held an aggregate of 10,000 stock options.

Schwartz died in July 2020.

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 financial statements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following information is furnished as of May 13, 2021 to indicate beneficial

ownership of the Company's Common Stock by each Director, by each named executive officer, by all Directors and executive officers

as a group, and by each person known to the Company to be the beneficial owner of more than 5% of the Company's outstanding Common

ownership of the Company's Common Stock by each Director, by each named executive officer, by all Directors and executive officers as

a group, and by each person known to the Company to be the beneficial owner of more than 5% of the Company's outstanding Common Stock.

Such information has been furnished to the Company by the indicated owners.

Unless otherwise indicated, the named person

has sole voting and investment power.

Unless otherwise indicated, the named person has sole voting

and investment power.

Name (and address if more than 5%) of Beneficial owner

5 unchanged sentences

*Joseph Riemer

*Samuel Schwartz

All Executive Officers and Directors as a Group

3 unchanged sentences

Circle N Advisors, LLC 9

The above ownership percentages are based on 15,422,985 shares outstanding

as of May 19, 2020.

Judith Schwartz 11

The above ownership percentages are based on 15,502,558 shares outstanding as of May 13,

*c/o Sono-Tek Corporation, 2012 Route 9W, Milton, NY 12547.

1 unchanged sentence

1 Includes 2,000 shares held in the name of Dr.

Coccio’s wife

and 200,000 options currently exercisable issued under the Company’s Stock Incentive Plans.

2 Represents 15,000 options currently exercisable issued under the

Company’s Stock Incentive Plans.

3 Represents 9,000 options currently exercisable issued under the

Company’s Stock Incentive Plans.

4 Includes 30,000 options currently exercisable issued under the Company’s

Coccio’s wife and 200,000

options currently exercisable issued under the Company’s Stock Incentive Plans.

2 Represents 15,000 options currently exercisable issued under the Company’s

Stock Incentive Plans.

3 Represents 16,000 options currently exercisable issued under the Company’s

Stock Incentive Plans.

4 Includes 4,500 options currently exercisable issued under the Company’s

Stock Incentive Plans.

5 Includes 10,000 shares in the name of Mr.

Strasburg’s wife.

6 The group total includes 254,000 options currently exercisable issued

under the Company’s Stock Incentive Plans.

Strasburg’s wife and 4,500

options currently exercisable issued under the Company’s Stock Incentive Plans.

6 The group total includes 240,000 options currently exercisable issued under

the Company’s Stock Incentive Plans.

The group total does not include 55,000 options that are currently unexercisable.

The group total includes 74,777 shares held by Robb Engle, Executive Vice President and 7,493 shares held by Bennett Bruntil, a

Vice President.

7 Emancipation Management LLC, Charles Frumberg and Circle N Advisors

share the power to dispose or to direct the disposition of these shares.

The Company does not consider these holders to be “affiliates”

total includes 85,529 shares held by Robb Engle, Executive Vice President and 7,493 shares held by Bennett Bruntil, a Vice President.

7 Emancipation Management LLC, Charles Frumberg and Circle N Advisors share

the power to dispose or to direct the disposition of these shares.

The Company does not consider these holders to be “affiliates”

of the Company.

8 The address of this person is 299 Park Avenue, New York, NY 10171.

9 The address of this person is 1065 Main Street, Suite F, PO Box

336, Fishkill, NY 12524.

9 The address of this person is 1065 Main Street, Suite F, PO Box 336, Fishkill,

10 The address of this person is 3697 Se Doubleton Drive, Stuart, FL 34997.

11 The address of this person is 877 Route 9W, Upper Grandview, NY

Includes 20,000 options currently exercisable issued under the Company’s stock incentive

Securities Authorized for Issuance Under Equity Compensation Plans:

21 unchanged sentences

Under the 2013 Plan options expire ten years after the date of grant.

As of February

29, 2020, there were 541,667 options outstanding under the 2013 plan.

Under the 2013 Stock Incentive Plan, option prices must be at least 100%

of the fair market value of the common stock at time of grant.

For qualified employees, except under certain circumstances specified

in the plan or unless otherwise specified at the discretion of the Board of Directors, no option may be exercised prior to one

year after date of grant, with the balance becoming exercisable in cumulative installments over a three year period during the

term of the option, and terminating at a stipulated period of time after an employee's termination of employment.

As of February 28, 2021, there

were 460,959 options outstanding under the 2013 plan.

Under the 2013 Stock Incentive Plan, option prices must be at least 100% of the

fair market value of the common stock at time of grant.

For qualified employees, except under certain circumstances specified in the plan

or unless otherwise specified at the discretion of the Board of Directors, no option may be exercised prior to one year after date of

grant, with the balance becoming exercisable in cumulative installments over a three year period during the term of the option, and terminating

at a stipulated period of time after an employee's termination of employment.

2003 Stock Incentive Plan

2 unchanged sentences

to purchase up to 1,500,000 of the Company's common shares.

As of February 29, 2020, there were 50,000 options outstanding under

the 2003 Plan, under which no additional options may be granted.

As of February 28, 2021, there were 47,500 options outstanding under the 2003

Plan, under which no additional options may be granted.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons –

Transactions with Related Persons – None

Independence of Directors

The Company’s Board of Directors is comprised of six “independent directors”,

as that term is defined under NASDAQ rules, and two directors who are not “independent directors”.

The Company’s

“independent directors”

are Samuel Schwartz, Donald Mowbray, Eric Haskell, Carol O’Donnell, Philip Strasburg

and Joseph Riemer.

The Company’s Board of Directors is comprised of five “independent directors”,

as that term is defined under NASDAQ rules, and two directors who are not “independent directors”.

The Company’s “independent

directors” are Donald Mowbray, Eric Haskell, Carol O’Donnell, Philip Strasburg and Joseph Riemer.

Christopher L.

Coccio and R.

Stephen Harshbarger are current employees of the Company and therefore are not

considered independent.

Stephen Harshbarger are current employees of the Company and therefore are not considered independent.

PRINCIPAL ACCOUNTING FEES AND SERVICES

For each of fiscal 2020 and fiscal 2019, the Company paid or accrued fees of approximately

$46,500 for services rendered by Liggett & Webb, P.A., its independent auditors.

For fiscal 2021, the Company paid or accrued fees of approximately $81,000 for services

rendered by Friedman LLP, its independent auditors.

These fees included audit and review services.

For fiscal 2020, the Company paid or accrued fees of approximately $46,500 for services

rendered by Liggett & Webb, P.A., its former independent auditors.

These fees included audit and review services.

Audit Related Fees - None

For each of fiscal 2020 and fiscal 2019, the Company paid or accrued tax preparation

fees of approximately $5,500 for services rendered by Liggett & Webb, P.A., its independent auditors.

All Other Fees –

For fiscal 2021, the Company paid or accrued tax preparation fees of approximately $7,500

for services rendered by RBSM, LLP.

For fiscal 2020, the Company paid or accrued tax preparation fees of approximately $5,500

for services rendered by Liggett & Webb, P.A..

All Other Fees – None

Pre-Approval Policies and Procedures

The Audit Committee’s current policy is to pre-approve all audit and non-audit

services that are to be performed and fees to be charged by the Company’s independent auditor to assure that the provision

of these services does not impair the independence of the auditor.

The Audit Committee pre-approved all audit and non-audit services

rendered by the Company’s principal accountants in fiscal 2020 and fiscal 2019.

The Audit Committee’s current policy is to pre-approve all audit and non-audit services

that are to be performed and fees to be charged by the Company’s independent auditor to assure that the provision of these services

does not impair the independence of the auditor.

The Audit Committee pre-approved all audit and non-audit services rendered by the Company’s

principal accountants in fiscal 2021 and fiscal 2020.

FINANCIAL STATEMENT SCHEDULES

Certificate of Incorporation of the Company and all amendments thereto.

46 unchanged sentences

Subsidiaries of Issuer.

Consent of Liggett & Webb, P.A.

Consent of Friedman LLP

Rule 13a-14/15d –

12 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document.

Incorporated herein by reference to the Company’s Registration Statement No.

333-11913 on Form S-8 filed on February 18, 2004.

Incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 7, 2019 and filed with the Securities and Exchange Commission on March 13, 2019.

Incorporated herein by reference to the Company’s Form 10-KSB for the year ended February 28, 2005.

Incorporated herein by reference to the Company’s Form 10-QSB for the quarter ended August 31, 2007

Incorporated herein by reference to the Company’s Form 10-Q for the quarter ended May 31, 2008.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2012.

Incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 25, 2013.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2014.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2015.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2016.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2017.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2018.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2019.

Incorporated herein by reference to the Company’s Current Report on Form 8-K

dated April 17, 2020 and filed with the Securities and Exchange Commission on April 21, 2020.

Incorporated herein by reference to the Company’s Form 10-KSB for the year ended February 29, 2004.