Jack Strommen
About Jack B. Strommen
Independent director at BioLargo, Inc. since June 2017; age 55; background as owner of PD Instore (retail environments/design), angel investor across biotech/med‑tech/real estate, and director on several company boards including BioLargo subsidiary Clyra Medical Technologies (as representative of Sanatio Capital LLC) . No education details are disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioLargo, Inc. | Independent Director | Since June 2017 | Board member; no committee assignments disclosed |
| Clyra Medical Technologies (BLGO subsidiary) | Director (representing Sanatio Capital LLC) | Current (no start date disclosed) | Subsidiary board representation, investor liaison |
| PD Instore | Owner | Current | Operates retail design/production/installations for Fortune 500 companies |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Various private/public companies | Director (unspecified companies) | Company names not disclosed; general statement of board service |
| Angel investments (multiple sectors) | Investor | Biotech, med‑tech, real estate |
Board Governance
- Independence: Board determined Strommen is independent under Nasdaq standards .
- Committee memberships: None disclosed for Audit, Compensation, or Nominating/Corporate Governance (all three committees comprised of Marshall, Park, and Bray) .
- Board leadership: CEO is Chair; no Lead Independent Director. Independent directors are Marshall, Strommen, Park, and Bray .
- Attendance: Board held four meetings in 2024; directors generally attended, with isolated absences at the August and November board and audit committee meetings (committee absences pertain to audit members) .
- Annual election and 2025 vote support: Strommen reelected with 115,507,522 For, 2,980,328 Withheld; broker non‑votes 71,345,958 .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Quarterly retainer | $15,000 per quarter (total $60,000 for 2024) | Paid in stock options in lieu of cash; options sized by $ owed ÷ closing price on grant date |
| Committee chair fee | N/A | Not a chair |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
Performance Compensation
Annual director pay is delivered entirely via options; 2024 grants:
| Grant Date | Shares Under Option | Exercise Price | Basis | |---|---|---| | Mar 31, 2024 | 42,857 | $0.35 | Quarterly retainer paid in options | | Jun 30, 2024 | 58,824 | $0.26 | Quarterly retainer paid in options | | Sep 30, 2024 | 65,217 | $0.23 | Quarterly retainer paid in options | | Dec 30, 2024 | 78,947 | $0.19 | Quarterly retainer paid in options |
Total 2024 director compensation (fair value): Option awards $42,442; total $44,413 .
Vesting terms for director options are not explicitly disclosed in the proxy; structure indicates options issued as quarterly fee payment .
Other Directorships & Interlocks
| Organization | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Clyra Medical Technologies (subsidiary) | Director; representative of Sanatio Capital LLC | Investor representation on subsidiary board can create alignment benefits and potential related‑party considerations; Company discloses no related party transactions above thresholds |
| PD Instore | Owner | No disclosed transactions with BLGO; no competitor/supplier relationships disclosed |
| Other boards | Unspecified | Not detailed in filings; no interlocks identified with BLGO competitors/suppliers/customers |
Expertise & Qualifications
- Retail environment design/production for Fortune 500 clients (PD Instore); entrepreneurial/investor skill set across biotech/med‑tech/real estate .
- Subsidiary governance experience (Clyra Medical board) .
- No formal “financial expert” designation disclosed for Strommen; Audit Committee “financial expert” is Marshall .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Breakdown/Notes |
|---|---|---|---|
| Jack B. Strommen | 6,993,865 | 2.2% | Includes 2,114,886 shares issuable upon exercise of options |
Shares outstanding at record date: 301,775,373; directors/officers options exercisable within 60 days totaled 19,914,483 for percentage computations .
Governance Assessment
- Positives: Independent status; meaningful equity ownership (2.2%), aligning interests; strong shareholder support for reelection in 2025 (115.5M For vs 3.0M Withheld) .
- Areas to watch:
- No committee assignments (Audit/Comp/Nominating), limiting direct oversight influence versus peers Park/Bray/Marshall .
- Board lacks a Lead Independent Director; concentrated leadership in combined CEO/Chair structure .
- Nominating & Governance Committee did not meet in 2024, which may indicate underdeveloped board refresh/oversight processes—though Strommen is not a member, it reflects broader governance rigor .
- 2025 Say‑on‑Pay approval was 54.7%—a weak signal of investor support for executive pay practices, elevating governance risk context for the board overall .
- Reverse split authorization passed with 51.8% of outstanding shares; while intended for uplisting alignment, execution timing/conditions will be closely watched by investors .
RED FLAGS
- Lack of committee participation by Strommen vs. peers may suggest reduced involvement in key oversight domains (audit, compensation, nominating) .
- Weak say‑on‑pay support (54.7% in 2025) is a negative governance signal and may prompt increased investor scrutiny of compensation oversight at the board level .
- Nominating/Governance Committee inactivity (no 2024 meetings) raises board effectiveness concerns; although not Strommen’s committee, it affects overall governance quality .
Related Party Transactions
- Policy requires approval of any related‑party transactions and terms no less favorable than third‑party; company reports none above $120,000 or 1% of average total assets in last two fiscal years .
- Routine practice of directors/officers foregoing cash for stock/options is under disclosure thresholds .
Director Compensation Mix (Year-over-Year)
| Year | Cash Fees | Option/Equity Fees | Total |
|---|---|---|---|
| 2023 | $0 | $56,158 | $56,158 |
| 2024 | $0 | $42,442 | $44,413 |
Structure remained equity‑heavy with options in lieu of cash each quarter; no chair fees for Strommen .
Say‑on‑Pay & Shareholder Feedback (Context)
| Year | Say‑on‑Pay For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| 2025 | 103,880,414 | 7,883,192 | 6,719,295 | 71,345,958 |
2025 approval = 54.7% of votes present; prior years generally higher—2024 For votes: 94,165,357 (detail provided in 8‑K) .
Notes Not Disclosed
- Education details for Strommen .
- Director stock ownership guidelines and compliance status (no specific director ownership policy disclosure).
- Pledging/hedging of shares by Strommen (not mentioned) .
- Specific public company boards (names) outside BLGO/Clyra .
Overall, Strommen brings entrepreneurial and subsidiary governance experience with notable equity ownership, but lacks committee seats and operates within a board structure with limited independent leadership and mixed shareholder support on pay—factors investors should monitor for governance quality and alignment .