Amy Trombly
Sonoma PharmaceuticalsAbout Amy Trombly
Amy Trombly, age 58, has served as Chief Executive Officer since September 27, 2019 and joined the Board of Directors on July 22, 2022; she is a finance-trained attorney (Babson College, BS Finance; Suffolk University Law School, JD) and a former State Street Bank VP and SEC Special Counsel . As a CEO-director (not independent), she operates under a board structure with a separate Lead Independent Director and fully independent Audit, Compensation, and Nominating committees, which mitigates dual-role concerns . The company discloses “Pay versus Performance” charts tying compensation “actually paid” to TSR and net loss, but does not present granular operational targets in the proxy; annual bonuses have been awarded based on qualitative milestones (financing, partnerships, footprint consolidation) rather than pre-specified financial KPIs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trombly Business Law, PC | Owner/Manager | 2002–2022 | Advised public companies on corporate/securities law and M&A, grounding CEO perspective in capital markets and governance |
| U.S. Securities and Exchange Commission | Special Counsel | Not disclosed | Regulatory and enforcement insight; informs compliance and disclosure rigor |
| State Street Bank | Vice President | Not disclosed | Financial services leadership; operational/financial acumen |
External Roles
No current external public-company directorships disclosed for Ms. Trombly .
Fixed Compensation
| Item | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | Compensation Committee increased base salary to $375,000 on June 12, 2025 (effective for FY 2026) |
| Target Annual Bonus (% of base) | Up to 50% | Up to 50% | Up to 120% of target for exceeding goals, at Committee discretion |
| Benefits/perqs highlights ($) | 401k match 13,450; Insurance 39,283; Tax gross-ups 68,585 | 401k match 13,800; Insurance 43,932; Tax gross-ups 14,111 | Company provides standard medical/dental; tax reimbursements also tied to certain equity grants |
Performance Compensation
Annual Cash Bonus Outcomes
| Fiscal Year | Target bonus (%) | Actual bonus ($) | Actual as % of base | Vesting/Timing | Disclosed drivers |
|---|---|---|---|---|---|
| FY 2024 | 50% | 162,500 | 50% | Paid post-year-end per plan | Facility consolidation to Boulder, financing, distributor partnerships |
| FY 2025 | 50% | 162,500 | 50% | Paid post-year-end per plan | Financing, distributor partnerships, other achievements |
| FY 2026 (awarded June 12, 2025) | n/a | 195,000 | 60% of annual base | Approved June 12, 2025 | Strengthening finances, building partnerships |
Notes:
- Plan allows up to 120% of target at Committee discretion; goals are set annually and may be paid in cash/equity; Committee may also determine no bonus is payable .
Equity Awards Detail (Grants impacting FY24–FY26)
| Grant date | Type | Quantity | Vesting | CoC treatment | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|---|---|
| Jun 30, 2023 | Common stock | 5,000 | Granted; one-time | — | — | — | Tax reimbursement approved for estimated taxes |
| Dec 29, 2023 | Stock options | 40,000 (pre-split) | 1/3 on 12/29/24, 12/29/25, 12/29/26 | Vests upon CoC | 0.18 (pre-split) | 12/29/2033 | Outstanding options reflect post-split adjustments; see table below |
| Jun 20, 2024 | RSUs | 2,679 | Vested on grant date | — | — | — | Tax reimbursement approved |
| Jan 2, 2025 | RSUs | 10,000 | Vest 3rd anniversary (Jan 2, 2028) | Vest upon CoC | — | — | Included in FY25 stock awards disclosure |
| Jun 19, 2025 (approved Jun 12, 2025) | RSUs | 13,500 | Vest 3rd anniversary | Vest upon CoC | — | — | Tax reimbursement approved |
Outstanding Equity Awards (as of March 31, 2025)
| Instrument | Exercisable | Unexercisable | Strike ($) | Expiration | Unvested RSUs | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Stock options (multiple vintages) | 675; 119; 1,390; 1,501; 1,333 | 667 | 87.20; 91.00; 160.60; 92.00; 21.60 | 12/31/2029; 1/2/2030; 1/7/2031; 1/14/2032; 12/29/2032 | — | — |
| Stock options (Dec 29, 2023 grant, post-split line) | 1,000 | 2,000 | 3.60 | 12/29/2033 | — | — |
| RSUs (Jan 2, 2025 grant) | — | — | — | — | 10,000 | 21,900 (at FY-end close) |
Equity Ownership & Alignment
| Metric | Value | Date/Footnote |
|---|---|---|
| Shares owned (direct) | 7,679 | As of July 8, 2025 |
| Options/warrants exercisable within 60 days | 6,018 | As of July 8, 2025 |
| Total beneficial ownership | 13,697 | As of July 8, 2025 |
| Ownership % of outstanding | 1.0% | 1,642,765 shares outstanding on July 8, 2025 |
| Shares pledged as collateral | Not disclosed | — |
| Director ownership guidelines | Directors expected to hold at least 20% of net option exercise shares; 9‑month post-service hold for option shares | |
| Executive ownership guidelines | Not disclosed | — |
| Insider trading/hedging policy | Insider trading policy in place; clawback policy adopted per Nasdaq rules |
Observations:
- Multiple grants include one-time tax reimbursement/gross-up for equity awards—a governance sensitivity to monitor .
- No pledging disclosure; beneficial ownership is modest relative to outstanding shares, though option/RSU overhang provides ongoing alignment .
Employment Terms
| Term | Key economics |
|---|---|
| Employment agreement effective | Amended and restated June 16, 2023 |
| Base salary | $325,000; increased to $375,000 on June 12, 2025 (FY 2026) |
| Target bonus | Up to 50% of base; up to 120% of target for exceeding goals (Committee discretion) |
| Equity eligibility | Annual equity grants at Committee discretion |
| Severance (without cause) | 6 months base salary + 6 months COBRA reimbursement |
| Change-of-control (CoC) | 12 months base salary + bonus payment upon CoC; table shows $487,500 salary continuation and $243,750 bonus; 12 months COBRA |
| Clawback policy | Recoupment of erroneously awarded incentive comp tied to restatements (3-year lookback) |
Potential Payments upon Termination (as if on March 31, 2024):
| Scenario | Salary Continuation ($) | Bonus Payment ($) | Health/Welfare Continuation ($) |
|---|---|---|---|
| Termination without cause | 325,000 | — | 43,932 |
| Termination upon CoC | 487,500 | 243,750 | 43,932 |
Board Governance
- Board service: Director since July 22, 2022; CEO since September 27, 2019; she attended the 2024 Annual Meeting .
- Independence and structure: Three directors are independent; Board leadership is split with a Lead Independent Director since 2014; committees (Audit, Compensation, Nominating/Corporate Governance) are fully independent .
- Committee membership: Ms. Trombly is not listed on Board committees (they consist of independent directors) .
- Board activity: Board held 5 meetings in FY 2025; all directors attended all meetings in FY 2024; independent directors met in executive session regularly .
- Director compensation (non-employee plan): Annual retainers—Board Member $32,500; Lead Independent $15,000; Committee chair/member retainers and annual option grants (e.g., 7,500 options on Jan 2, 2025) as disclosed; Audit retainers must be paid in cash .
Related Party Transactions and Risk Indicators
- Related party transactions: None over $120,000 since April 1, 2023; policy overseen by Audit Committee .
- Section 16(a): No delinquent filings noted for FY 2024 .
- Tax gross-ups: Equity-related one-time tax reimbursements and tax gross-ups included in “All Other Compensation”—a potential shareholder-unfriendly signal, though quantum decreased in FY 2025 vs FY 2024 .
- Equity plan capacity: As of March 31, 2025, 118,081 securities to be issued upon exercise of outstanding options/rights; 14,670 shares available for future issuance across plans (post multiple reverse splits) .
Compensation Structure Analysis
- Cash vs equity mix: FY 2025 total comp of $597,075 comprised of salary $325,000, bonus $162,500 (27% of total), stock awards $37,732, and other comp $71,844—equity weight modest; FY 2024 total comp $726,543 with higher stock award value and other comp (tax gross-ups) .
- Shift in instruments: Ongoing use of time-based RSUs (including immediate-vesting on June 20, 2024, and 3-year cliff RSUs on Jan 2, 2025 and June 19, 2025) alongside multi-year vesting options; time-based RSUs lower performance risk, but CoC single-trigger vesting for certain awards increases potential parachute value .
- Discretionary bonuses: Bonuses awarded at 50% of base for FY 2024 and FY 2025 and 60% in FY 2026 for qualitative achievements (financing, partnerships, consolidation), reflecting Committee discretion rather than formulaic financial targets—monitor pay-for-performance alignment .
- Repricing/modification: Not disclosed; option timing practices disclosed with no evidence of spring-loading in FY 2025 .
Vesting Schedules and Potential Selling Pressure
- Near-term supply: Tranches of Dec 29, 2023 options vesting in equal thirds on Dec 29 of 2024, 2025, 2026 ; RSUs granted Jan 2, 2025 and Jun 19, 2025 vest on third anniversaries (Jan 2, 2028; Jun 19, 2028), or earlier upon a change of control .
- Tax reimbursements tied to equity grants suggest net shares could be reduced for tax-withholding/covering, partially mitigating open-market selling, but the practice is itself a governance flag to watch .
Say‑on‑Pay and Shareholder Feedback
- 2025 proxy seeks advisory approval of executive compensation with stated objectives (attract/retain, reward past performance, align incentives); Board recommends “FOR” the proposal; vote outcomes not yet included in the proxy .
Expertise & Qualifications
- Education: BS Finance (Babson College); JD (Suffolk University Law School); Bar: MA and CO .
- Functional depth: Two decades counseling public companies on securities/M&A; SEC experience; financial services leadership .
Equity Ownership & Beneficial Holders (Context)
- Officers and directors as a group: 42,796 shares beneficially owned (aggregate), with 1,642,765 shares outstanding as of July 8, 2025 .
- No arrangements known that may result in a change of control as of March 31, 2025 .
Investment Implications
- Alignment and retention: Cash-heavy bonus outcomes and time-based RSUs with CoC acceleration enhance retention but weaken performance linkage; however, multi-year option vesting preserves some performance sensitivity. Monitor Committee’s future shift toward measurable financial KPIs and mix of PSUs vs RSUs .
- Governance watch items: Recurrent one-time tax reimbursements/gross-ups, single-trigger vesting on some awards, and qualitative bonus determinations merit scrutiny from a pay-for-performance perspective; the independent committee structure, clawback policy, and separate board leadership partly offset risk .
- Trading signals: Option/RSU vesting dates (Dec 29 each year; Jan 2, 2028; Jun 19, 2028) are potential supply windows; change-of-control terms imply materially higher realized value due to accelerated vesting and cash severance—monitor M&A catalysts .
- Ownership: Beneficial ownership at ~1.0% provides some alignment but not a controlling stake; absence of pledging disclosure is neutral; insider trading policy and clawback in place .