Gregg Reichman
About Gregg Reichman
Gregg Reichman, 64, has served as an independent director of Jones Soda Co. since February 2023. He is the Co‑Founder of Active Funding Group LLC (founded 2009), a private lending firm focused on entrepreneurial and distressed real estate, and is cited by the company for executive leadership and M&A experience . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Soda Co. | Director | Feb 2023 – Present | Audit Committee member; Compensation & Governance Committee member; Chair, Mergers & Acquisitions and Investments Committee |
| Active Funding Group LLC | Co‑Founder | 2009 – Present | Built private lending platform; M&A experience highlighted by JSDA |
External Roles
- No other public company directorships disclosed for Reichman in the company’s proxies .
Board Governance
- Independence: Board determined Reichman (and Messrs. Norman, Dissinger, Sirkin) are independent under Nasdaq rules .
- Committee assignments:
- Audit Committee: Member; committee chaired by Ronald Dissinger .
- Compensation & Governance Committee: Member; chaired by Clive Sirkin; membership updated Nov 12, 2024 to include Dissinger .
- Mergers & Acquisitions and Investments Committee: Chair; members include Dissinger and Norman .
- Attendance and engagement (FY 2024): Board met 7x; Audit 4x; Compensation 0x; M&A 0x; no director attended <75% of combined Board and committee meetings during their tenure .
- Annual meeting attendance: Company encourages attendance; two directors attended the 2024 annual meeting .
- Shareholder vote support (2024): Reichman received 19,586,211 “For” vs 2,359,740 “Withheld”; Say‑on‑Pay passed 18,351,142 “For” vs 3,337,232 “Against” .
Committee Structure Table
| Committee | Role | Members |
|---|---|---|
| Audit | Member | Dissinger (Chair), Sirkin, Reichman |
| Compensation & Governance | Member | Sirkin (Chair), Reichman, (since Nov 12, 2024) Dissinger |
| M&A and Investments | Chair | Reichman (Chair), Dissinger, Norman |
Fixed Compensation (Non‑Employee Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | $0 | $0 |
| Equity type | Stock options | RSUs |
| Equity grant count | 450,000 options in 2023 (140,000 on 4/3/23; 120,000 as M&A Chair on 4/3/23; 190,000 on 5/25/23) | 581,394 RSUs (granted 6/26/24) |
| Grant-date fair value ($) | $101,070 | $80,000 |
Notes:
- Board eliminated cash for non‑employee directors effective May 25, 2023, moving to equity‑only compensation .
- 2024 RSU vesting schedule (for Norman, Sirkin, Dissinger, Reichman): 50% on 6/30/24; 25% on 9/30/24; 25% on 12/31/25 .
Performance Compensation
- Performance metrics: None disclosed for director compensation; equity awards are time‑based (not performance‑vested) .
Equity Award Vesting Detail
| Award | Grant date | Vesting tranches |
|---|---|---|
| RSUs (581,394) | 6/26/2024 | 50% 6/30/2024; 25% 9/30/2024; 25% 12/31/2025 |
| Options (140,000; $0.236) | 4/3/2023 | 47,000 on 4/3/2024; 47,000 on 4/3/2025; 46,000 on 4/3/2026 |
| Options (120,000; M&A Chair; $0.236) | 4/3/2023 | 40,000 on 4/3/2024; 40,000 on 4/3/2025; 40,000 on 4/3/2026 |
| Options (190,000; $0.21) | 5/25/2023 | 63,334 on 1/2/2024; 63,333 on 1/2/2025; 63,333 on 1/2/2026 |
Other Directorships & Interlocks
- No current public company boards or disclosed interlocks for Reichman; company lists such roles for other directors but none for Reichman .
- Compensation Committee did not retain an external compensation consultant in 2023 .
Expertise & Qualifications
- Co‑founded and led AFG (private lending; distressed real estate) since 2009; company cites M&A experience and executive leadership as qualifications for JSDA Board service .
- Audit Committee member with financial statement literacy requirement met; Audit Committee chaired by a designated “financial expert” (Dissinger) .
Equity Ownership
| Holder | Shares owned | Securities exercisable/convertible within 60 days | Total beneficial ownership | % of outstanding | Basis |
|---|---|---|---|---|---|
| Gregg Reichman | 1,416,664 | 299,667 | 1,716,331 | 1.5% | 116,594,720 shares outstanding at Record Date |
- Anti‑hedging/pledging: Company prohibits hedging and pledging; as of 12/31/24, no directors or officers had pledged shares .
Insider Trades and Section 16 Compliance
| Date(s) | Transaction | Shares | Filing status |
|---|---|---|---|
| 4/3/2023 | Open‑market purchase | 260,000 | Late Form 4 filed 5/17/2023 |
| 12/5/2023 – 12/8/2023 | Open‑market purchases (aggregate) | 150,000 | Late Form 4 filed 12/20/2023 |
| 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 | Missed; not filed as of proxy cut-off |
Note: Multiple directors had late Section 16 filings for 2024 RSU vestings; Reichman is among those cited .
Governance Assessment
- Positives:
- Independent director with M&A chair role; strong shareholder support in 2024 election (approximately 89% “For” vs “Withheld” excluding broker non‑votes) .
- No <75% attendance issues reported in 2024; Board held seven meetings; Audit held four .
- Equity‑heavy director pay and anti‑hedging/anti‑pledging policy enhance alignment with shareholders .
- Watch items / potential red flags:
- Section 16 reporting timeliness: Reichman had multiple late Form 4s in 2023–2024 (open‑market purchases and RSU vestings) .
- Compensation Committee held no meetings in 2024 despite executive and director pay oversight responsibilities; may indicate oversight cadence concerns, though committee composition changed late 2024 .
- Related‑party sensitivity: While not involving Reichman, the company entered a $450,000 loan with the Board Chair on May 7, 2025 at 12% interest—material related‑party financing that the Audit Committee must oversee under its charter .
SAY‑ON‑PAY & Shareholder Feedback (2024)
| Proposal | For | Against | Abstain | Broker non‑votes |
|---|---|---|---|---|
| Say‑on‑Pay (advisory) | 18,351,142 | 3,337,232 | 257,577 | 19,733,569 |
Compensation Committee Analysis (Structure and Process)
- Composition and changes: Sirkin (Chair), Reichman; Dissinger added Nov 12, 2024; Norman resigned from the committee Oct 25, 2024 upon becoming Interim CEO .
- Consultant use: No compensation consultant retained in 2023 .
- Ownership guidelines: Compensation Committee develops and reviews director and executive stock ownership guidelines; specific quantitative requirements not disclosed in the proxies reviewed .
Related Party Transactions (Policy and Oversight)
- Policy: Written policy requires Audit Committee approval/ratification of related‑person transactions; committee reviews extent of interest, arm’s‑length terms, and Company’s best interests .
- Notable item: A $450,000 loan to the Board Chair dated May 7, 2025 (12% interest; $22,000 fee; due by Oct 10, 2025) underscores importance of robust related‑party oversight (no involvement by Reichman disclosed) .
Summary Signals for Investors
- Board effectiveness: Reichman is active on key committees and chairs M&A, aligning with his deal experience; attendance thresholds met .
- Alignment: Equity‑only director compensation in 2023–2024 and RSU grants in 2024 indicate meaningful skin‑in‑the‑game; anti‑hedging/pledging enhances alignment .
- Risks: Repeated late Section 16 filings and lack of Compensation Committee meetings in 2024 are governance red flags to monitor; ensure improvement in filing controls and committee cadence .
- Shareholder sentiment: Strong 2024 election support and Say‑on‑Pay approval suggest investor confidence, albeit with room for continued governance enhancements .