Sonoma Pharmaceuticals Inc
For the period ended Aug 14, 2024. Filed Jul 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 14, 2024 · Filed Jul 1, 2024
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our Named Executive Officers, or NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
Pay Versus Performance Table
The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for fiscal years 2024, 2023 and 2022. Note that for our Named Executive Officers other than our principal executive officer, compensation is reported as an average.
| Year | Summary Compensation Table Total for PEO($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(5) | Net Loss (in thousands) ($)(6) |
|---|---|---|---|---|---|---|
| 2024 | 726,543 | 697,361 | 483,063 | 468,238 | $2 | 4,835 |
| 2023 | 559,939 | 509,832 | 299,230 | 239,760 | $13 | 5,151 |
| 2022 | 643,000 | 470,876 | 491,000 | 318,876 | $54 | 5,086 |
| (1) | During fiscal years 2024, 2023 and 2022 the principal executive officer, or PEO, was Amy Trombly. During fiscal year 2023, the non-PEO NEOs were Mr. Dvonch, Mr. Thornton and Chad White, our former Chief Financial Officer. Mr. White served as our Interim Chief Financial Officer from October 3, 2022 to November 18, 2022 and as our Chief Financial Officer from November 18, 2022 to April 7, 2023. Mr. Dvonch served as our Chief Financial Officer from September 8, 2020 to November 18, 2022, as our Interim Chief Financial Officer from April 7, 2023 to February 7, 2024, and currently serves as our Chief Financial Officer. During fiscal year 2022 and 2024, the non-PEO NEOs were Mr. Dvonch and Mr. Thornton. |
| (2) | The dollar amounts reported are the amounts of total compensation reported for Ms. Trombly and the average total compensation reported for Non-PEO Named Executive Officers for the applicable fiscal year in the “Total” column of the Summary Compensation Table (SCT). |
| (3) | The following table sets forth the adjustments made to the SCT total for each year represented in the pay versus performance table to arrive at “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K: |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| SCT Total for PEO | $726,543 | $559,939 | $643,000 |
| Less: Amount reported under the “Stock Awards” and “Option Awards” columns in the SCT | $117,725 | $35,751 | $121,000 |
| Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | $8,202 | $33,414 | $22,771 |
| Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | $(26,706) | $(19,190) | $(51,327) |
| Add: Fair value as of vest date of awards granted and vested in the fiscal year | $109,053 | $– | $– |
| Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | $(2,006) | $(28,580) | $(22,568) |
| Less: Forfeitures during fiscal year equal to prior fiscal year-end value | $– | $– | $– |
| Total Adjustments | $(29,182) | $(50,107) | $(172,124) |
| Compensation Actually Paid to PEO | $697,361 | $509,832 | $470,876 |
| (4) | The following table sets forth the adjustments made to the SCT total for each year represented in the pay versus performance table to arrive at “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K: |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Average SCT Total for Non-PEO NEOs | $483,063 | $299,230 | $491,000 |
| Less: Amount reported under the “Stock Awards” and “Option Awards” columns in the SCT | $78,199 | $26,900 | $121,000 |
| Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | $8,202 | $15,138 | $22,771 |
| Add: Fair value as of vest date of awards granted and vested in the fiscal year | $69,527 | $– | $– |
| Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | $(13,352) | $(12,794) | $(51,327) |
| Less: Forfeitures during fiscal year equal to prior fiscal year-end value | $– | $– | $– |
| Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | $(1,003) | $(34,914) | $(22,568) |
| Total Adjustments | $(14,825) | $(59,470) | $(172,124) |
| Average Compensation Actually Paid to Non-PEO NEOs* | $468,238 | $239,760 | $318,876 |
| (5) | The amounts reported represent the measurement period value of an investment of $100 in our stock on March 31, 2021 (the last trading day before the 2021 fiscal year), and then valued again on each of March 31, 2022 (the last trading day of the 2022 fiscal year), March 31, 2023 (the last trading day of the 2023 fiscal year), and March 28, 2024 (the last trading day of the 2024 fiscal year) based on the closing price per share of the Company’s common stock as of such dates and assuming the reinvestment of dividends. |
| (6) | The amounts reported represent net loss for the applicable fiscal year calculated in accordance with generally accepted accounting principles in the United States. |
| (7) | Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
- The valuation assumptions for stock option awards included in Compensation Actually Paid are: (i) the expected life of each stock option, which is determined using the “simplified method” and which takes into account the average of the remaining vesting period and remaining term as of the vest or fiscal year end date; (ii) the exercise price and the asset price, which are based on the closing price of our Common Stock traded on the Nasdaq on the vest and fiscal year end date, respectively; (iii) the risk-free rate, which is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest or fiscal year end date; (iv) historical volatility, which is based on the daily price history for our Common stock for each expected life period prior to each vest or fiscal year end date; and (v) the annual dividend yield, which was zero.
Relationship Between Compensation Actually Paid Amounts and Performance Measures
The charts below show, for the past two years, the relationship of the PEO and the other non-PEO NEOs compensation “actually paid” and (i) the Company’s Total Shareholder Return (TSR) and (ii) the Company’s net loss. While the Compensation Committee makes executive compensation decisions in consideration of a variety of factors, including corporate and individual performance, the decisions of the Compensation Committee and Board of Directors in 2023 and 2022 were made independently of these disclosure requirements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.