Paul Norman

About Paul Norman

Paul Norman (age 60) is Chairman of the Board at Jones Soda Co. (JSDA). He has served as a director since August 2019 and as Chairman since March 15, 2022. He briefly served as Interim Chief Executive Officer (Oct 25, 2024–Feb 5, 2025) and Interim Chief Financial Officer (Nov 12, 2024–Feb 5, 2025). Norman is a seasoned consumer products executive with 30+ years of experience, including senior leadership at Kellogg Company. He holds a bachelor’s degree with honors in French from Portsmouth Polytechnic .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Chairman of the Board (non-employee) since March 15, 2022; Board believes an independent Chair is appropriate for greater independent oversight .
• Independence: Board determined Messrs. Norman, Dissinger, Reichman and Sirkin are independent under Nasdaq rules .
• Committees:
  • Audit Committee: Norman is not a member; current members are Dissinger (Chair), Sirkin, Reichman .
  • Compensation & Governance Committee: Norman resigned on Oct 25, 2024 upon appointment as Interim CEO; current members are Sirkin (Chair), Reichman, and since Nov 12, 2024, Dissinger .
  • Mergers & Acquisitions and Investments Committee: Norman is a member; Reichman (Chair), Dissinger, Norman .
  • The full Board serves nominating functions; independent directors lead director candidate identification .
• Attendance: In 2024, the Board held 7 meetings; Audit Committee held 4; Compensation and M&A/Investments held none. No director attended fewer than 75% of applicable meetings during his tenure. Two directors attended the 2024 annual meeting .

Fixed Compensation

Structural notes:

• Non-employee director plan adopted Feb 2023 contemplated cash and stock options; however, 2024 grants were in RSUs .

Performance Compensation

Additional notes:

• Norman received no salary or bonus for interim CEO/CFO roles (Oct 25, 2024–Feb 5, 2025 and Nov 12, 2024–Feb 5, 2025, respectively) .
• Company’s 2022 Omnibus Plan authorizes options, RSUs, SARs and other awards with annual evergreen up to 4% of shares outstanding; used as equity source for director awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior P&L and growth leadership in global food and beverage (Kellogg President North America 2015–2018; Chief Growth Officer 2013–2015) .
• CEO experience in beverages (BlueTriton) and wellness (HeavenlyRx); SPAC leadership (CHW Acquisition) .
• Industry governance involvement (GMA exec committee; FMI Foundation trustee) .
• Education: BA (Hons) in French, Portsmouth Polytechnic .

Equity Ownership

Group context:

• All current directors and executive officers as a group (9 persons): 11,651,606 shares (beneficial), or 9.8% .

Section 16 reporting compliance:

• The company disclosed late/missed Form 4 filings in 2024, including for Paul Norman: late Form 4s filed on Sep 9, 2024 (vesting of 290,697 RSUs on Jun 30, 2024) and Oct 18, 2024 (vesting of 145,348 RSUs on Sep 30, 2024); a Form 4 for Dec 31, 2024 vesting of 145,348 RSUs was not timely filed .

Related Party Transactions and Conflicts

• On May 7, 2025, Jones Soda entered into a loan agreement with the Chairman of the Board (Paul Norman) for $450,000 at 12% per annum, with a $22,000 loan fee; principal, accrued interest, and fee due Oct 10, 2025. This constitutes a related-party transaction overseen under the Audit Committee’s related-person policy .
• Governance Process: Related party transactions are reviewed by the Audit Committee under a written policy considering the extent of the related person’s interest, arm’s-length terms, and the Company’s best interests; ongoing transactions are reviewed at least annually .
• Appointment history: Norman was originally appointed to JSDA’s Board as an “Investor Designee” of HeavenlyRx under an Investor Rights Agreement (potential alignment with a significant investor at time of entry); Board currently deems him independent under Nasdaq rules .

Say-on-Pay, Committee Activity, and Risk Oversight

• Say-on-Pay: Advisory vote on executive compensation included in 2025 proxy; Board recommends “FOR” and reviews results for future decisions .
• Committee activity: In 2024, Audit met 4 times; Compensation Committee and M&A/Investments held no meetings .
• Risk oversight: Board oversees risk with committees; Audit covers financial/compliance and related-party transactions; Compensation & Governance oversees governance and compensation risks; independent directors manage Board composition risks .

Governance Assessment

Positives and alignment signals

• Independent Chair with explicit Board rationale for structure; roles of CEO and Chair currently separated .
• Board independence determination affirms Norman’s independence status under Nasdaq rules .
• Attendance: Met 75%+ attendance threshold in 2024; Board held 7 meetings; Audit Committee active .
• Compensation restraint during interim executive service (no additional pay for Interim CEO/CFO roles) .
• Meaningful equity ownership (2.4% beneficial) aligns interests with shareholders .

Risk indicators and red flags

• Related-party financing: Chairman-provided $450,000 loan at 12% with fee; while permitted under policy, this can raise conflict-of-interest and optics concerns in governance-sensitive contexts .
• Section 16 compliance issues: Late/missed Form 4s for RSU vesting events in 2024 (including for Norman) indicate insider reporting control gaps .
• Compensation Committee inactivity in 2024 (no meetings), despite governance scope that includes ownership guidelines and succession planning; may suggest limited committee oversight cadence in that year .

Notes on compensation structure

• Director pay in 2024 delivered as time-vested RSUs (equity-only), with no disclosed performance conditions; time-based vesting dates specified .
• The Compensation & Governance Committee is responsible for developing stock ownership guidelines for directors and executives, but specific guideline multiples and compliance status are not disclosed in the proxy .

Appendix: Key Director Compensation and RSU Grant Details (FY2024)