Scott Harvey
About Scott Harvey
Scott Harvey, age 63, was appointed President and Chief Executive Officer of Jones Soda Co. on February 5, 2025. He holds a B.S. in hotel and restaurant management from Johnson & Wales University and has led operating and growth roles across Dunn Brothers Coffee, Golden Krust Caribbean Bakery, Black Rifle Coffee Company, Nathan’s Famous, and Einstein Noah Restaurant Group. For context on performance alignment at Jones prior to his tenure, the company’s 2024 pay-versus-performance table shows cumulative TSR value of 108 and a net loss of $9.9 million. Harvey serves as the Company’s Principal Executive Officer.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dunn Brothers Coffee | Brand President | Jul 2023–Feb 2025 | Led small-batch coffee chain operations across seven states; executed growth and operational initiatives |
| Golden Krust Caribbean Bakery | President & CEO | Jan 2022–Jul 2023 | Orchestrated sustained revenue growth and operational alignment |
| Black Rifle Coffee Company | President & COO | Sep 2018–Aug 2021 | Drove business transformation and high-performing culture in premium coffee brand |
| Nathan’s Famous | Executive VP | Jul 2015–Sep 2018 | Senior leadership in a publicly listed food brand; execution across operations |
| Einstein Noah Restaurant Group | SVP Restaurant Operations | Jan 1995–Jun 2015 | Led operations for ~850 corporate, license, and franchise restaurants |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or committee roles disclosed in SEC filings for Harvey |
Fixed Compensation
| Component | FY 2025 Terms | Timing/Notes |
|---|---|---|
| Base Salary | $350,000 | Reviewed at least annually; payable per Company payroll practices |
| Annual Cash Bonus (Company performance) | Up to 50% of base salary | Based on annual revenue and EBITDA targets set by Board; paid within 10 business days after 10-K filing for year |
| Annual Cash Bonus (Personal objectives) | Up to an additional 50% of base salary | Based on mutually agreed financial/operational objectives set by Board |
| Benefits | 4 weeks paid vacation; 401(k) eligibility and match (if any) no less favorable than other executives; participation in Company plans | Vacation accrual with 12-week cap; COBRA reimbursement provisions tied to severance |
Performance Compensation
Annual Incentive Plan
| Metric | Weighting | Target construct | Payout max | Payout timing |
|---|---|---|---|---|
| Revenue (GAAP) | Part of 50% Company performance tranche | Board-set annual revenue target for soda business only (excludes acquired/successor entities) | Up to 50% of base salary combined with EBITDA | Within 10 business days after 10-K filing for applicable year |
| Adjusted EBITDA | Part of 50% Company performance tranche | Board-set annual adjusted EBITDA target for soda business only | Up to 50% of base salary combined with revenue | Within 10 business days after 10-K filing |
| Financial/Operating Objectives | Up to 50% | Mutually agreed objectives set by Board | Up to 50% of base salary | Within 10 business days after 10-K filing |
Equity Incentives (Stock Options)
| Grant | Shares | Vesting schedule | Exercisability/Term | Change-in-control treatment |
|---|---|---|---|---|
| Non-qualified stock options under 2022 Plan | 4,000,000 | 1,000,000 each on Feb 4, 2026; Feb 4, 2027; Feb 4, 2028; Feb 4, 2029, subject to continued service | Options vest in equal annual installments from grant; vested options exercisable for 5 years from grant date | Double-trigger acceleration: immediate vesting upon subsequent termination without Cause or for Good Reason within 12 months of a Change in Control |
Equity Ownership & Alignment
| Item | As of date | Detail |
|---|---|---|
| Beneficial ownership (common shares) | Record Date May 21, 2025 | No shares reported for Scott Harvey in beneficial ownership table (not listed with share counts or percentages) |
| Options outstanding | Feb 5, 2025 grant | 4,000,000 non-qualified stock options (see vesting table above) |
| Vested vs unvested | As scheduled | First tranche scheduled to vest Feb 4, 2026; subsequent annual tranches through Feb 4, 2029 |
| Pledging/Hedging | Policy | Company insider trading policy prohibits hedging and pledging of Company securities |
| Stock ownership guidelines | Governance | Compensation Committee develops and recommends executive and director ownership guidelines (specific multiples not disclosed) |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Start date; role | Feb 5, 2025; President & CEO, Principal Executive Officer | Reports to Board; full-time commitment |
| Agreement term | Indefinite | Continues until terminated per Section 3 |
| Severance (no cause / good reason) | Cash + benefits | Six months of base salary paid via salary continuation; pro-rated annual bonus for year of termination; up to six months COBRA reimbursement; subject to execution/non-revocation of Separation Agreement & General Release |
| Change-in-control | Equity | Immediate vesting of options upon subsequent termination without Cause or for Good Reason within 12 months of a Change in Control (double-trigger) |
| Non-compete | Scope/duration | 6 months post-termination; prohibits competition in U.S. states where Company sourced/manufactured/sold products in prior 2 years; includes non-diversion and customer non-solicit |
| Clawback | Administration | Compensation Committee administers Company Clawback Policy |
| Confidentiality/IP | Ongoing | Strict confidentiality; assignment of inventions; company property return |
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Advisory vote on 2024 NEO compensation | 24,961,889 | 10,103,144 | 874,082 | 27,145,870 |
| Director elections (examples) | Paul Norman: 25,649,355 | 10,289,760 | — | 27,145,870; similar votes for other directors |
| Auditor ratification (Berkowitz Pollack Brant) | 43,962,452 | 16,936,123 | 2,186,410 | — |
Compensation Committee & Governance Notes
- Compensation Committee members: Clive Sirkin (Chair), Gregg Reichman, Ronald Dissinger; independent under SEC/Nasdaq; did not retain a compensation consultant in 2024. The Committee establishes CEO goals, reviews executive compensation, and administers the Clawback Policy.
- Insider Trading Policy: prohibits short sales, hedging/monetization transactions, holding on margin, and pledging; as of Dec 31, 2024, no directors or executive officers had pledged company stock.
- Related party: On May 7, 2025, a $450,000 loan from the Chairman to the Company at 12% interest with a $22,000 fee, due Oct 10, 2025 (approved under related party policy).
Investment Implications
- Pay-for-performance alignment: Harvey’s annual bonus is explicitly tied to revenue and adjusted EBITDA for the core soda business, with an additional tranche for operational objectives; equity is time-based over four annual cliffs, with double-trigger acceleration on change-in-control—balancing cash discipline with retention incentives. Upcoming vesting cliffs in early February each year could create event-driven equity dynamics.
- Retention risk and selling pressure: Six-month non-compete and six-month salary continuation severance reduce immediate exit risk; first option vest on Feb 4, 2026 suggests no near-term option-related selling, but monitor Form 4 activity as tranches vest. Company policy prohibits hedging/pledging, limiting leverage-related selling pressure.
- Ownership alignment: As of May 21, 2025, Harvey had no reported beneficial common share ownership (options outstanding, unvested), making realized equity alignment dependent on future vesting and performance; consider monitoring progress on revenue/EBITDA targets that drive bonus outcomes.
- Governance and capital structure context: Say-on-pay support was approved; Board and Committee structures are defined with independence; note the 2025 related-party loan and new $5M credit facility at 13.75% interest with warrants—both underscore capital needs and cost of capital, factors relevant to bonus feasibility and strategic execution under Harvey.