Justin Hall
Vice President of Business Development, General Counsel and Corporate Secretary at 
NovaBay Pharmaceuticals
NovaBay PharmaceuticalsExecutive
Board
About Justin Hall
Justin M. Hall (age 48) is Vice President of Business Development, General Counsel and Corporate Secretary at NovaBay (NBY), and a director since August 2020; he previously served as CEO from March 2019 to August 19, 2025 . He holds a B.A. in Business Administration and Management from UC San Diego and a J.D. from the University of San Diego School of Law . Company performance under disclosed periods shows revenues declined from FY2022 to FY2024 while net losses persisted; TSR reported in pay-versus-performance disclosures was 7.99 (2022), 0.84 (2023), and 0.13 (2024) . Financials for FY2022–FY2024 are summarized below and used to assess pay-for-performance linkage (values from S&P Global).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 14,374,000 | 10,455,000* | 9,747,000 |
| EBITDA ($) | (7,197,000)* | (4,051,000)* | (4,934,000)* |
| Net Income ($) | (10,608,000)* | (9,640,000)* | (7,223,000)* |
* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NovaBay Pharmaceuticals | CEO; Interim CEO | 2019–Aug 19, 2025 | Led operations and transition; deep company/industry/legal expertise . |
| NovaBay Pharmaceuticals | SVP & General Counsel; in-house counsel | 2013–2019 | Built compliance and governance processes . |
| Accuray Incorporated | Corporate Counsel | 2006–2013 | Provided legal advice across employment, compliance, governance . |
| Sagemark Consulting | Investment Advisor | 2000–2006 | Financial advisory experience . |
| First Security Van Kasper | Stockbroker | 1998–2001 | Capital markets exposure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in NBY proxies for Justin Hall . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 350,000 | 50% | 0 | No equity awards; committee withheld bonuses . |
| 2024 | 350,000 | 50% | 0 | No equity grants; committee withheld bonuses . |
| 2025 (post First Closing) | 175,000 | Not specified | N/A | New Hall Employment Agreement term Aug 19–Oct 31, 2025 . |
Performance Compensation
| Incentive Type | Metric | Weighting/Plan | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Performance Bonus (2024 program) | Corporate goals | Discretionary committee program; may pay in equity | 50% of base | Not achieved/discretionary decision | $0 | Annual. |
| Annual Performance Bonus (2023 program) | Corporate goals | Discretionary committee program; may pay in equity | 50% of base | Not achieved/discretionary decision | $0 | Annual. |
| Performance RSUs (granted 2021) | Three performance goals | Performance-based | 14,286 PRSUs | Targets not met | Forfeited | Performance period ended 12/31/2023 . |
| Option incentives (2016/2017/2018 tranches) | Corporate goals | Performance-vested portions | 2016 goals | 100% achieved → 106 options vested | Vested | Vested Jan 31, 2017 . |
| Option incentives (2017 goals) | Corporate goals | Performance-vested portion | 2017 goals | 15% achieved → 18 options vested | Vested | Vested Jan 31, 2018 . |
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shrs) | Direct Shares (shrs) | Options Exercisable ≤60 days (shrs) | Ownership % of O/S | Pledged/Hedged | Policy/Guidelines |
|---|---|---|---|---|---|---|
| Sep 22, 2025 | 580 | 67 | 513 | <1% | None; “no shares are pledged” noted and pledging/hedging prohibited | Insider Trading Policy prohibits short sales, margin, pledging, hedging . |
| Apr 1, 2024 | 19,671 | 2,377 | 17,294 | <1% | None disclosed; policy prohibits pledging/hedging | Insider Trading Policy prohibits short sales, margin, pledging, hedging . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 08/20/2020 | 232 | — | 1,212.75 | 08/20/2030 |
| 05/31/2018 | 155 | — | 2,695.00 | 05/31/2028 |
| 01/25/2017 | 18 | — | 4,410.00 | 01/25/2027 |
| 06/06/2016 | 106 | — | 3,405.50 | 06/06/2026 |
| 10/01/2015 | 2 | — | 8,268.75 | 10/01/2025 |
» Typical option vesting: 25% after 1 year; remainder in 12 quarterly installments; 10-year term .
Employment Terms
| Agreement | Term | Base Salary | Bonus Eligibility | Severance/Change-of-Control | Other Key Terms |
|---|---|---|---|---|---|
| Prior Hall Employment Agreement (amended through Dec 31, 2024) | At-will; Jan 31, 2020–Dec 31, 2024 | $350,000 (after prior increases) | Discretionary; Committee may pay in equity | Termination without cause: base + full target bonus paid over 12 months; CoC: 2× base + 150% of target bonus, plus up to 18 months COBRA; full equity vesting and 3-year exercise extension | 30-day cure notice for cause/constructive termination . |
| New Hall Employment Agreement (Aug 19–Oct 31, 2025) | Fixed: Aug 19, 2025–Oct 31, 2025 | $175,000 | No target % specified | If terminated before Oct 31, 2025: guaranteed payment of remaining base salary in lump sum within 60 days | Role change to VP BD, GC & Corporate Secretary . |
| Release Agreement (Aug 19, 2025) | N/A | N/A | N/A | Two cash settlement payments of $481,250 each (plus unpaid wages) and $8,778 COBRA each; one paid at First Closing (Aug 19, 2025), second due by Oct 31, 2025; amounts reflect earned severance under prior agreement | Mutual releases; continued indemnification/D&O coverage . |
Board Governance
- Board service: Director since Aug 2020; currently a Class II director, resigns upon “Resignation Event” after Final Closing and approvals .
- Committees: None (employee-director; non-independent directors do not serve on committees) .
- Independence: Not independent; independent directors include Freiman, Garlikov, Sit, Jeff Zheng .
- Attendance: All directors attended >75% of Board/committee meetings in 2024; Board held 8 meetings in 2024 .
- Dual-role implications: Officer + director status reduces independence; he did not serve on committees, consistent with governance norms for non-independent directors . The Board maintained an independent Chair (Freiman) until potential post-transaction reconfiguration .
Director Compensation
- Employed directors (including Mr. Hall) receive no Board fees; expenses reimbursed .
- Non-employee director program (2024): $40,000 cash retainer + 858 RSUs; committee chair/member fees tiered; Chair earns $52,000 cash .
Compensation Structure Analysis
- Mix and trend: No executive bonuses paid in 2023 or 2024; no equity grants; 2024 performance RSUs forfeited due to unmet targets, indicating tighter pay-for-performance enforcement .
- 2025 transition: Base salary cut to $175,000 with short fixed term; significant cash settlements under prior agreement paid upon leadership change, signaling contractual severance reliance vs performance pay .
- Peer benchmarking: Compensation peer survey last conducted in 2021; CEO base raised to $350,000 and target bonus to 50% based on Pay Governance recommendations and a 15-company pharma peer set (e.g., Alimera, EyePoint, Harrow, Jaguar, Sonoma) .
Equity Ownership & Trading Signals
- Skin-in-the-game: Beneficial ownership is minimal (<1%) with most exposure via legacy options that are heavily out-of-the-money after reverse splits, reducing near-term selling pressure from option exercises .
- Pledging/hedging: Prohibited by policy; proxies indicate no pledged shares for named insiders, lowering alignment risk from collateralization .
- Form 4/Insider trends: Not disclosed in proxies; company policy restricts speculative trading .
Performance & Track Record
- Strategic actions: Company executed divestitures (DERMAdoctor sale Mar 12–25, 2024; PhaseOne wound care divestiture Jan 3, 2025; Avenova eyecare asset sale Jan 17, 2025) materially changing revenue base and strategic direction .
- Governance changes: 2025 Investment Transaction led to CEO change (Lazar appointed), Special Transaction Committee oversight, special $0.80/share cash dividend, and planned Board reconstitution post-Final Closing .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay cadence: Triennial; approved at 2022 Annual Meeting; next Say-on-Pay and frequency vote scheduled at 2025 Annual Meeting (Board recommends “Three Years”) .
Related Party / Red Flags
- Controlled company risk: Post-investment, Lazar may control ~95% on full conversion, potentially shifting governance norms; not directly related to Hall but affects compensation oversight independence .
- No clawback or gross-up disclosures specific to Mr. Hall were noted; COBRA reimbursements tied to severance terms were disclosed .
Investment Implications
- Alignment: Absence of bonuses/equity grants in 2023–2024 and forfeited PRSUs indicate tightened performance linkage; however, large cash severance under prior contract weakens alignment optics despite policy framework .
- Retention risk: New agreement is short-dated (to Oct 31, 2025) with guaranteed pay if terminated early, suggesting near-term transition risk and limited long-term retention incentives .
- Selling pressure: Options are far OTM after multiple reverse splits; combined with minimal share ownership and prohibitions on pledging/hedging, insider selling pressure appears low from option exercises .
- Governance: As a non-independent officer-director, Hall’s Board role avoids committee influence, mitigating independence conflicts; broader governance is in flux due to potential “controlled company” status post-conversion .
- Performance context: Declining revenue base post-divestitures and persistent net losses during disclosed periods temper pay-for-performance expectations; investors should monitor new strategic direction under Lazar and any updates to incentive design and ownership guidelines .