Jerry Goldner
About Jerry Goldner
Jerry Goldner is Chief Growth Officer at Jones Soda Co., appointed October 23, 2023. He is 57 and holds an MBA from Rockhurst University and a BA in Marketing from the University of Missouri, with prior experience at Coca‑Cola and Anheuser‑Busch . His compensation emphasizes pay-for-growth via revenue and adjusted EBITDA targets; Jones’ revenue increased from $16.67M in FY2023 to $19.16M in FY2024, while EBITDA remained negative, aligning with the absence of annual bonus payouts for 2023/2024 under his plan structure .
Company performance context (latest fiscal years)
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenue | $16.669M | $19.155M |
| EBITDA | -$4.815M* | -$9.842M* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stryve Foods | SVP Marketing/GM; Chief Customer Officer; VP Sales | 2021–2023 | Senior commercial leadership across sales, customer, and marketing to support growth in healthy snacks |
| CFH, Ltd/CFH Bioscience | Chief Growth Officer | 2020–2021 | Growth role at a vertically integrated CBD company |
| Skout Backcountry | President | 2017–2020 | Led an organic, plant-based snack company |
| Farmwise | SVP Sales | 2016–2017 | Senior sales leadership |
| Saxco International | GM/SVP | 2013–2016 | General management, sales leadership |
| Owens‑Illinois | VP N. America Marketing & Sales | 2012–2013 | Marketing and sales leadership |
| Tribe Foods/Nestlé | VP N. America Sales | 2010–2012 | Sales leadership |
| Kellogg Company | Multiple commercial roles (Director → Senior Director) | ~1990–2009 | Trade marketing, promotions, channel innovation, and regional sales leadership |
External Roles
- No external public company directorships for Mr. Goldner are disclosed in the JSDA proxy materials reviewed .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $48,397 | $250,000 | $250k annual base under the Goldner Employment Agreement |
| Target Annual Bonus | — | $87,500 | Payable if revenue and adjusted EBITDA targets (set annually) are achieved |
| Actual Annual Bonus Paid | $0 | $0 | No bonus earned for 2023 or 2024 |
Performance Compensation
| Metric | Weighting | Target Definition | Upside Mechanics | 2023 Payout | 2024 Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Company Revenue | Not disclosed | Annual revenue target set by Compensation Committee | If both revenue and adjusted EBITDA exceed targets by ≥1%, bonus increases by 1% of base salary per 1% over the lower of the two, up to +15% of base; total bonus capped at 50% of base | $0 | $0 | Cash, annual measurement |
| Adjusted EBITDA | Not disclosed | Annual adjusted EBITDA target set by Compensation Committee | Same as above | $0 | $0 | Cash, annual measurement |
Equity Awards (granted at hire)
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Non‑qualified stock options | Oct 23, 2023 | 1,200,000 | $0.21 | 400,000 vested Oct 24, 2024; 400,000 vests Oct 24, 2025; 400,000 vests Oct 24, 2026 (time‑based; continuous service) | Oct 24, 2033 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date) | 400,000 shares; percent “*” (less than 1%) |
| Outstanding Options at 12/31/2024 | 400,000 exercisable; 800,000 unexercisable; strike $0.21; expiry 10/24/2033 |
| Hedging/Pledging | Company prohibits hedging and pledging; none of the directors or executive officers had pledged shares as of 12/31/2024 |
| Ownership Guidelines | Compensation Committee develops and recommends executive ownership guidelines; specific multiples not disclosed |
Employment Terms
- Appointment/Start: Chief Growth Officer effective October 23, 2023 .
- Compensation Framework: Base salary $250,000; target cash bonus $87,500 tied to revenue and adjusted EBITDA targets set annually; bonus can scale with overperformance up to a total cap of 50% of base .
- Clawback: Compensation Committee administers the Company’s Clawback Policy (policy exists; triggers not detailed in proxy excerpt) .
- Change‑in‑Control (equity): Under the 2022 Omnibus Equity Incentive Plan, non‑performance awards generally accelerate vesting immediately prior to a Change in Control unless assumed by a successor; if assumed, vesting continues; performance‑based awards pay at target on a prorated basis if payout level not yet determined .
- Severance/COC Cash Terms: No executive‑specific severance or cash change‑in‑control multiples for Mr. Goldner were disclosed in the reviewed proxy excerpts .
- Related Party Transactions: Company has a formal related‑party transactions approval policy overseen by the Audit Committee .
Multi‑Year Compensation (Named Executive Officer)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 48,397 | 0 | — | — | — | 48,397 |
| 2024 | 250,000 | 0 | — | 225,855 | — | 475,855 |
Performance & Track Record Highlights
- Biography notes extensive senior leadership across food and beverage companies (Stryve Foods, CFH/CFH Bioscience, Skout Backcountry, Owens‑Illinois, Tribe/Nestlé, Kellogg) with an MBA and marketing background relevant to brand growth and commercialization .
- During his tenure period, company revenues increased year‑over‑year (FY2023→FY2024), while adjusted EBITDA remained negative, consistent with zero bonus payouts under revenue/EBITDA‑linked incentives . Values retrieved from S&P Global.*
Risk Indicators & Governance
- Anti‑hedging/anti‑pledging policy in place; none pledged as of 12/31/2024 (reduces alignment risk from collateral‑driven sales) .
- Clawback policy administered by the Compensation Committee (specific triggers not detailed in the excerpt) .
- Related‑party transaction policy with Audit Committee review and approval standards .
- No legal proceedings involving directors or officers reported in the last ten years in the proxy excerpt .
Investment Implications
- Pay-for-performance alignment: Cash bonus is explicitly tied to revenue and adjusted EBITDA; no bonus payouts for 2023/2024 signal a disciplined linkage to financial outcomes .
- Equity-driven incentives: 1.2M options at a low fixed strike ($0.21) with three annual tranches (2024/2025/2026) create meaningful retention hooks and potential future selling windows as each tranche vests .
- Ownership/skin‑in‑the‑game: Current disclosed beneficial ownership is modest (400,000 shares; <1%), with substantial unvested options outstanding; no pledging and anti‑hedging provisions support alignment .
- Change‑of‑control mechanics: Plan‑level provisions allow equity acceleration unless assumed by a successor, a standard construct that can preserve value in strategic scenarios but does not indicate executive‑specific severance cash protection for Goldner based on reviewed disclosures .
Overall, Goldner’s package is levered to topline and profitability improvements with time‑vested options as the primary long‑term instrument; near‑term selling pressure is more likely tied to scheduled option vesting than to pledge‑related risk, and bonus outcomes will be contingent on revenue and adjusted EBITDA execution .