Mark Murray
About Mark Murray
Mark Murray (age 66) is a director at Jones Soda Co. and the company’s former President & CEO (Dec 2020–June 2023). He has served on the board since May 2021. He holds a B.A. in Marketing from Michigan State University and previously spent 22 years at Kraft Foods in various sales and marketing roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Soda Co. (JSDA) | President & CEO | Dec 2020 – Jun 2023 | Led operations; brings first-hand knowledge of operational, financial and strategic issues . |
| JGC Food Company | President | 2017 – May 2019 | Led privately owned fresh foods manufacturer . |
| JGC Food Company | VP, Sales & Marketing | 2013 – 2017 | Commercial leadership . |
| Harry’s Fresh Foods | VP, Sales | 2011 – 2013 | Sales leadership . |
| Solo Cup Company | VP, National Accounts | 2008 – 2011 | Sales leadership . |
| Kraft Foods | Various roles (Sales & Marketing) | ~1986 – 2008 (22 years) | Long-tenured CPG operating experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Murray in the 2025 proxy . |
Board Governance
- Independence: The Board determined Norman, Dissinger, Reichman, and Sirkin are independent under Nasdaq rules; Murray is not included in this list, reflecting non-independence (consistent with his prior CEO role) .
- Committees: Currently not listed on standing committees. Briefly served on the Compensation & Governance Committee from Oct 25, 2024 to Nov 12, 2024 to replace Norman during his interim CEO appointment; the proxy notes that all who served on the Compensation Committee in 2024, except Murray, qualified as “independent” and “non‑employee” under Nasdaq/SEC rules .
- Attendance: In 2024, the Board met 7 times; Audit Committee 4; Compensation Committee 0; M&A & Investment Committee 0. No director attended fewer than 75% of meetings during their tenure .
- Board leadership: Paul Norman serves as independent Chair; independent directors meet in executive session .
- Key policies: Anti‑hedging and anti‑pledging policy for directors/officers; as of Dec 31, 2024, no director or executive had pledged shares. Compensation Committee administers the company’s clawback policy .
Fixed Compensation (Director; last completed fiscal year 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash fees paid in 2024 to Murray . |
| Stock awards (RSUs) – grant date fair value | $65,000 | RSUs granted for 2024 board service . |
| Option awards | $0 | No option grants to directors in 2024 . |
| Total 2024 director compensation | $65,000 | — |
Performance Compensation (Equity awards and vesting)
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Grant Date Fair Value |
|---|---|---|---|---|
| RSUs (Director grant) | Jun 26, 2024 | 472,383 | 50% on Jun 30, 2024; 25% on Sep 30, 2024; 25% on Dec 31, 2025 | $65,000 (aggregate for 2024) |
| RSUs (prior award – vesting event) | — | 600,000 vested Aug 15, 2024 | Vested Aug 15, 2024 (Form 4 filed late) | — |
Notes and compliance:
- Section 16(a) late filings: Murray filed late Forms 4 for vestings on Jun 30, 2024 (236,191 RSUs), Sep 30, 2024 (118,095 RSUs), Dec 31, 2024 (118,097 RSUs), and the vesting of 600,000 RSUs on Aug 15, 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | No other public company boards disclosed; no director interlocks disclosed for Murray . |
Expertise & Qualifications
- Education: B.A. in Marketing, Michigan State University .
- Functional expertise: Sales, marketing, and operating leadership across CPG, including Kraft Foods (22 years) and multiple food manufacturers .
- Governance credentials: Deep company knowledge as former CEO; not independent under Nasdaq. Compensation Committee service temporarily in late 2024 while not independent .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (common) | 2,032,382 |
| Options exercisable/within 60 days | 600,000 (100,000 @ $0.59; 500,000 @ $0.165) |
| Total beneficial ownership | 2,632,382 |
| Ownership % of outstanding | 2.2% (base: 116,594,720 shares) |
| Shares pledged as collateral | None (anti‑pledging policy; none pledged as of Dec 31, 2024) |
| Stock ownership guidelines | Compensation Committee develops and reviews guidelines; specific multiples not disclosed |
Shareholder Voting Signals (2025 Annual Meeting)
| Director Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Paul Norman | 25,649,355 | 10,289,760 | 27,145,870 |
| Ronald Dissinger | 27,326,477 | 8,612,638 | 27,145,870 |
| Clive Sirkin | 25,602,461 | 10,336,654 | 27,145,870 |
| Gregg Reichman | 25,587,367 | 10,351,748 | 27,145,870 |
| Mark Murray | 24,549,859 | 11,389,256 | 27,145,870 |
- Say‑on‑Pay (2024 NEO compensation) approved: For 24,961,889; Against 10,103,144; Abstain 874,082; Broker Non‑Votes 27,145,870 .
Insider Transactions & Compliance
| Date | Event | Shares/Units | Notes |
|---|---|---|---|
| Jun 30, 2024 | RSU vesting (director grant) | 236,191 | Late Form 4 filed (Section 16(a) delinquency) |
| Sep 30, 2024 | RSU vesting (director grant) | 118,095 | Late Form 4 filed |
| Dec 31, 2024 | RSU vesting (director grant) | 118,097 | Form 4 not filed for this vesting |
| Aug 15, 2024 | RSU vesting (prior award) | 600,000 | Late Form 4 filed |
Compensation Structure Analysis (Director)
- Mix: 100% equity in 2024 (RSUs), no cash or options; other directors received $80,000 RSU value vs. $65,000 for Murray, reflecting chair/committee roles differential for peers .
- Program evolution: Board adopted a non‑employee director plan in Feb 2023 referencing cash and options, but 2024 director compensation was delivered in RSUs with a time‑based vesting schedule, indicating a shift toward full‑equity time‑vested awards for alignment and retention .
- Clawback: Compensation Committee administers clawback policy; no director‑specific clawback enforcement history disclosed .
Related-Party Transactions (Board context)
- On May 7, 2025, the company entered into a $450,000 loan with the Board Chair (Paul Norman) at 12% interest; principal, interest, and a $22,000 fee due by Oct 10, 2025. This was disclosed under the company’s related‑party policy and reviewed under Audit Committee oversight .
Governance Assessment
-
Strengths:
- Significant “skin in the game” with 2.2% beneficial ownership and anti‑hedging/anti‑pledging policy; no pledges outstanding as of year‑end 2024 .
- Board has independent chair and regular executive sessions; Audit Committee chaired by an audit committee financial expert (Dissinger) .
- Director pay primarily in equity with multi‑tranche vesting, aligning with shareholder outcomes .
-
Concerns / RED FLAGS:
- Independence: Murray is not classified as independent under Nasdaq rules and is a former CEO; he briefly served on the Compensation Committee in 2024 while not independent—an exception noted by the Board .
- Section 16 compliance: Multiple late insider filings reported for Murray in 2024 (including large 600,000 RSU vesting), which may raise process/control concerns around timely reporting .
- Shareholder support: Among 2025 nominees, Murray received the highest withhold votes (11.39M withheld), indicating comparatively lower support than peers and a potential investor confidence signal .
- Board-level related‑party exposure: Loan to Board Chair at a double‑digit rate (12%) introduces perceived conflict risk; while not attributable to Murray specifically, it is a board oversight consideration .