Clive Sirkin
About Clive Sirkin
Clive Sirkin (61) is an independent director of Jones Soda Co. (JSDA) and a seasoned consumer marketing executive; he has served on the JSDA Board since August 2019 and was originally appointed as an “Investor Designee” under the Company’s Investor Rights Agreement with Heavenly Rx, reflecting deep consumer packaged goods pedigree and investor representation experience . He previously served as Chief Growth Officer at Kellogg Company (2016–2019), Chief Marketing Officer at Kimberly-Clark (2012–2015), and spent 16+ years at Leo Burnett culminating as Group Managing Director and member of the Global Executive Committee; he holds a B.Comm. from the University of Witwatersrand (South Africa) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Chief Growth Officer; Executive Committee member overseeing R&D, innovation, sales, marketing, analytics, category strategy | Jan 2016 – Feb 2019 | Led cross-functional growth mandate across global CPG portfolio |
| Kimberly-Clark | Chief Marketing Officer | Mar 2012 – Nov 2015 | Oversaw all marketing across B2B and B2C divisions |
| Leo Burnett | Group Managing Director; Global Executive Committee and board | 16+ years (prior to 2012) | Set global business strategy, multi-geography leadership |
External Roles
| Organization | Role | Status/Type | Notes |
|---|---|---|---|
| Screendragon Ltd. | Director | Current; Private | Board service disclosed in JSDA proxy |
| UCAN | Director | Current; Private | Board service disclosed in JSDA proxy |
| 70 Faces Media | Director | Current; Non-profit | Board service disclosed in JSDA proxy |
| Marketeam.ai | Director | Current; Private | Board service disclosed in JSDA proxy |
| Fyllo Tech | Director | Prior; Private | Prior board service |
Board Governance
- Independence: The Board determined Mr. Sirkin is independent under Nasdaq rules; independent directors oversee nominations and governance .
- Committee assignments: Audit Committee member; Compensation & Governance Committee Chair; not on the Mergers & Acquisitions and Investments Committee .
- Committee expertise overlay: Audit Committee financial expert designation resides with Ronald Dissinger; all Audit members, including Sirkin, can read and understand fundamental financial statements .
- Attendance: In 2024, the Board met 7 times; Audit met 4 times; Compensation held 0 meetings; M&A held 0 meetings; no director attended fewer than 75% of applicable meetings .
- Board leadership and risk oversight: Independent Chairman structure (separate from CEO) with committee-based risk oversight; Audit oversees financial and related-party risks, Compensation & Governance oversees executive/director pay and governance policies (including clawback), with chairs reporting to the full Board .
Committee Memberships and Roles
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Oversees financial reporting, auditor independence, related-party transactions |
| Compensation & Governance | Chair | Oversees exec/director compensation, governance policies, stock ownership guidelines, and clawback policy administration |
| M&A and Investments | Not a member | Committee composed of Reichman (Chair), Dissinger, Norman |
Fixed Compensation (Director – 2024)
| Metric | Amount |
|---|---|
| Cash fees | $0 |
| Stock awards (grant-date fair value) | $80,000 |
| Option awards | $0 |
| All other compensation | $0 |
| Total | $80,000 |
- 2024 director equity structure: On June 26, 2024, non-employee directors Norman, Sirkin, Dissinger, and Reichman were granted 581,394 RSUs each for Board and chair service; RSUs scheduled to vest 50% on June 30, 2024, 25% on September 30, 2024, and remaining 25% on December 31, 2025 .
Performance Compensation (Equity Detail)
| Instrument | Grant/Terms | Quantity | Vesting | Strike/Expiry | Notes |
|---|---|---|---|---|---|
| RSUs (2024 director grant) | Grant date June 26, 2024 | 581,394 | 50% on 6/30/2024; 25% on 9/30/2024; remaining 25% on 12/31/2025 | N/A | $80,000 grant-date fair value in 2024 |
| Options | Pre-existing option holdings | See footnote breakdown | Time-based (not specified per grant) | See strikes at right | Exercisable/within 60 days: 922,372 options |
| • Options @ $0.209 | — | 300,000 | — | $0.209 | Included in 922,372 count |
| • Options @ $0.26 | — | 400,000 | — | $0.26 | Included in 922,372 count |
| • Options @ $0.675 | — | 37,037 | — | $0.675 | Included in 922,372 count |
| • Options @ $0.2388 | — | 104,690 | — | $0.2388 | Included in 922,372 count |
| • Options @ $0.31 | — | 80,645 | — | $0.31 | Included in 922,372 count |
- Clawback policy: The Compensation & Governance Committee administers the Company’s clawback policy .
- Anti-hedging/pledging: Directors and officers are prohibited from hedging and pledging company stock; as of December 31, 2024, no pledges by directors or executive officers were reported .
- Compensation consultant: The Compensation Committee did not retain a compensation consultant in 2024 .
- Structural shift: Although a 2023 plan contemplated cash and stock options for directors, 2024 director compensation consisted of RSUs, signaling a shift toward time-based equity and alignment rather than option-based leverage .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Screendragon Ltd. | Private | Director | Marketing/tech adjacency; no JSDA transaction disclosed |
| UCAN | Private | Director | Consumer health/nutrition adjacency |
| 70 Faces Media | Non-profit | Director | Media; non-commercial |
| Marketeam.ai | Private | Director | Marketing tech; no JSDA transaction disclosed |
| Fyllo Tech | Private (prior) | Director (prior) | Prior role; no current interlock |
- Internal network: Another JSDA director, Ronald Dissinger, is a former Kellogg CFO (2010–2017), indicating a shared Kellogg background with Sirkin; both are independent .
Expertise & Qualifications
- Core expertise: Global brand building and growth at blue-chip CPGs; executive leadership across marketing, innovation, analytics; extensive agency leadership .
- Industry domain: Food and beverage (Kellogg; consumer products) relevant to JSDA’s category .
- Education: B.Comm., University of Witwatersrand (South Africa) .
- Governance credentials: Chairs Compensation & Governance Committee; Audit Committee member (financially literate; Audit’s designated financial expert is Dissinger) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Shares owned directly/indirectly | 2,581,604 |
| Options exercisable or within 60 days | 922,372 |
| Total beneficial ownership | 3,503,976 |
| Ownership % of outstanding | 3.0% (based on 116,594,720 shares) |
| Shares pledged | None (policy prohibits pledging; none pledged as of 12/31/2024) |
| Option strike breakdown | 300,000 @ $0.209; 400,000 @ $0.26; 37,037 @ $0.675; 104,690 @ $0.2388; 80,645 @ $0.31 |
Insider Trades and Section 16(a) Compliance
| Date/Trigger | Event | Shares | Filing Timeliness |
|---|---|---|---|
| 6/30/2024 | RSU vesting | 290,697 | Late Form 4 filed 9/9/2024 |
| 9/30/2024 | RSU vesting | 145,348 | Late Form 4 filed 10/18/2024 |
| 12/31/2024 | RSU vesting | 145,348 | Form 4 not filed (missed) |
Note: RSU vesting disclosures in the delinquency section indicate three vesting events in 2024, while the RSU grant narrative specifies the final 25% vesting on 12/31/2025, indicating a potential disclosure inconsistency that merits clarification .
Board Attendance and Engagement
- 2024 meetings held: Board (7), Audit (4), Compensation & Governance (0), M&A (0); no director under 75% attendance threshold across Board and applicable committees .
- Independent sessions: Independent directors meet separately without management as deemed appropriate .
Related Party and Conflict Considerations
- Related-party policy: Audit Committee reviews and approves related person transactions under a written policy .
- Company loan from Chair: On May 7, 2025, JSDA entered a $450,000 loan with the Chairman at 12% interest, with a $22,000 fee due at repayment (due by October 10, 2025), representing a related-party financing that heightens the importance of rigorous Audit Committee oversight; Sirkin serves on Audit .
- Anti-hedging/pledging: Policy prohibits hedging and pledging; none pledged as of 12/31/2024 .
- Legal proceedings: No disqualifying legal proceedings for directors reported in last ten years .
Governance Assessment
-
Strengths:
- Independent director with directly relevant CPG growth and marketing expertise; chairs Compensation & Governance and sits on Audit, supporting board effectiveness in pay/governance and financial oversight .
- Independent board leadership (separate, independent Chair) and codified risk oversight through committees; anti-hedging/pledging policy in place with no pledges as of year-end 2024 .
- Ownership alignment: meaningful beneficial ownership at ~3.0% of outstanding shares .
-
Watch items / RED FLAGS:
- Section 16(a) compliance lapses: multiple late Form 4s and one missed filing for RSU vestings in 2024—administrative but persistent; signals process weakness that can affect investor confidence in governance hygiene .
- Compensation & Governance Committee held zero meetings in 2024 despite administering key policies and overseeing director/NEO compensation; raises questions about committee cadence and documentation of oversight, especially as Sirkin is Chair .
- Shift to time-based RSUs for directors in 2024, away from options contemplated in 2023 plan; while alignment remains, lower “at-risk” leverage vs. options warrants monitoring for pay-for-performance rigor .
- Disclosure inconsistency: RSU vesting schedule text (final tranche 12/31/2025) vs. delinquency section showing vesting on 12/31/2024; should be reconciled by the Company; underscores need for tighter controls over equity award reporting .
- Related-party loan from the Chair at a double-digit rate introduces optics/terms scrutiny; Audit Committee (including Sirkin) must ensure arm’s-length review and transparent disclosure .
Overall implication: Sirkin brings valuable CPG growth expertise and holds key governance roles, but improving Section 16 processes, restoring regular Compensation Committee meeting cadence, and tightening equity award disclosures would bolster board credibility and investor confidence .