Ronald Dissinger
About Ronald Dissinger
Ronald Dissinger (age 66) has served as an independent director of Jones Soda Co. since May 2023. He is the former Senior Vice President and Chief Financial Officer of Kellogg Company (2010–2017), holds a B.S. from Albright College, and is a Certified Management Accountant; the Board has designated him as an “audit committee financial expert.” He briefly served as Jones Soda’s Interim CFO from November 4–12, 2024 without additional compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | SVP & Chief Financial Officer | 2010–2017 | Senior finance leadership; prior CFO roles for Europe and North America; Assistant Controller |
| Kellogg Company | CFO, Europe | Prior to 2010 (dates not specified) | Regional finance leadership |
| Kellogg Company | CFO, North America | Prior to 2010 (dates not specified) | Regional finance leadership |
| Kellogg Company | Assistant Controller | Prior to 2010 (dates not specified) | Corporate accounting leadership |
External Roles
- No other public company board service for Dissinger is disclosed in the proxy .
Board Governance
- Independence: The Board determined Dissinger is independent under Nasdaq rules and he serves on fully independent committees .
- Committees: Audit Committee Chair; member, Compensation & Governance Committee (since Nov 12, 2024); member, Mergers & Acquisitions and Investments Committee .
- Audit Committee financial expert: Board determined Dissinger qualifies under SEC rules .
- Attendance: In 2024 the Board held 7 meetings; Audit Committee 4; Compensation and M&A Committees held none. No director attended fewer than 75% of aggregate Board and committee meetings during their tenure .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging company securities; as of Dec 31, 2024 no directors or executive officers had pledged shares .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Equity Grants (Fair Value, $) | Notes |
|---|---|---|---|---|---|
| 2024 | — | Included within RSU grant (not separately itemized) | — | 80,000 (RSUs) | Served briefly as Interim CFO (Nov 4–12, 2024) with no additional compensation |
Performance Compensation
| Grant Type | Grant Date | Number of RSUs | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSUs for Board service and chair roles | June 26, 2024 | 581,394 | 50% on Jun 30, 2024; 25% on Sep 30, 2024; remaining 25% on Dec 31, 2025 | No performance metrics; time-based vesting |
Note: Section 16(a) disclosure indicates vesting events on Jun 30, 2024 (290,697 RSUs), Sep 30, 2024 (145,348 RSUs), and Dec 31, 2024 (145,348 RSUs) with late/missing Form 4 filings, which suggests the final tranche was reported as vesting in 2024; the RSU vesting schedule in Director Compensation states the remaining 25% vests Dec 31, 2025 .
Insider Trades and Filing Compliance
| Date (Event) | Type | Shares | Filing Status |
|---|---|---|---|
| Jun 30, 2024 (RSU vest) | RSU → Common | 290,697 | Late Form 4 filed Sep 9, 2024 |
| Sep 30, 2024 (RSU vest) | RSU → Common | 145,348 | Late Form 4 filed Oct 18, 2024 |
| Dec 31, 2024 (RSU vest) | RSU → Common | 145,348 | Failed to file Form 4 (not filed) |
Other Directorships & Interlocks
- Interlocks/Network: Multiple directors have Kellogg backgrounds (Dissinger: CFO; Sirkin: former Kellogg Chief Growth Officer; Norman: former Kellogg President North America and Chief Growth Officer), indicating shared prior employer networks on the Board .
- No current external public board roles for Dissinger disclosed .
Expertise & Qualifications
- Finance and accounting leadership; SEC-designated audit committee financial expert .
- Certified Management Accountant; B.S. from Albright College .
- Deep consumer packaged goods finance experience from Kellogg .
Equity Ownership
| Holder | Shares Beneficially Owned | Options/Convertible within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Ronald Dissinger | 581,393 | — | 581,393 | <1% (“*”) |
Governance Assessment
- Strengths:
- Independent director serving as Audit Committee Chair and SEC-defined financial expert, enhancing financial oversight .
- Equity-heavy director compensation (RSUs) supports ownership alignment; beneficial ownership disclosed; anti-hedging and no pledging reduce misalignment risk .
- Watch items / RED FLAGS:
- Section 16(a) compliance lapses: late Form 4s for June/Sep vestings and missing Form 4 for Dec vesting; this is a governance-process weakness and investor confidence signal to monitor .
- Board-related party loan: Company borrowed $450,000 at 12% from the Chairman in May 2025; while subject to Audit Committee policy and review, related-party financing requires rigorous oversight by the Audit Committee chaired by Dissinger to avoid conflicts and ensure arm’s-length terms .
- Engagement/Attendance: Board and committee meetings held with minimum attendance standards met (≥75%); however, Compensation and M&A Committees held no meetings in 2024, which may limit formal oversight cadence in those areas; Audit Committee met 4 times .
- Overall: Dissinger’s finance expertise and audit chair role are positives for controls and risk oversight. The Section 16(a) filing issues and the presence of related-party financing increase governance scrutiny and call for tightened compliance and conflict-management protocols under the Audit Committee’s supervision .