Bruce Thornton

About Bruce Thornton

Bruce Thornton (age 59) served as Executive Vice President and Chief Operating Officer (and Corporate Secretary) of Sonoma Pharmaceuticals since April 2020 until his termination for cause on October 18, 2025 . He previously led international operations and U.S. operations at Sonoma from 2004–2020, with prior roles at Jomed/EndoSonic and Volcano Therapeutics . Education: BS in Aeronautical Science (Embry‑Riddle) and MBA (National University) . Company performance during his tenure shows revenue growth from FY23 to FY25 and persistent negative EBITDA; see table below (values from S&P Global).

*Values retrieved from S&P Global.

Past Roles

External Roles

No public company directorships or external board roles disclosed for Thornton .

Fixed Compensation

Perquisites detail (selected):

• Car allowance: $12,000 (FY22); $11,700 (FY23)
• 401(k) match: $10,000 (FY22); $9,808 (FY23)
• Insurance premiums: $40,000 (FY22); $32,172 (FY23)

Base salary adjustments:

• Employment agreement set base at $260,800 effective June 16, 2023 .
• Increased to $300,000 on June 12, 2025 by Compensation Committee .

Performance Compensation

Equity Awards (Grants and Vesting)

Outstanding equity at FY-end snapshots:

• As of March 31, 2023: multiple options outstanding including 18,517/9,260 (exercisable/unexercisable) at $8.03; 10,000/20,000 at $4.60; and 40,000 unexercisable at $1.08 .
• As of March 31, 2024: options include 13,333/26,667 at $1.08; 60,000 unexercisable at $0.18 .
• As of March 31, 2025: options include 1,333/667 at $21.60 and 1,000/2,000 at $3.60; plus 10,000 unvested RSUs (post-split presentation), indicative of adjusted counts after the 1‑for‑20 reverse split .

Equity Ownership & Alignment

• No pledging or hedging arrangements disclosed for executives; director stock ownership guidelines exist (retain 20% of net shares from option exercises; nine-month post-service holding), but executive-specific ownership guidelines are not disclosed .
• Section 16 filings show equity grants but no disclosed open-market sales by Thornton in the cited period; RSU grants on 12/29/2022 (options) and 06/19/2025 (RSUs) indicate continued equity-based alignment prior to termination .

Employment Terms

Key terms across agreements:

• Title & base salary: EVP & COO; $260,800 effective June 16, 2023; increased to $300,000 June 12, 2025 .
• Bonus: Target up to 50% of base; up to 120% of target for exceeding goals at Compensation Committee discretion .
• Equity: Eligible for annual grants at Compensation Committee discretion .
• Severance (without cause/for good reason): Lump-sum equal to 1x base salary; pro‑rata bonus at Committee discretion; automatic vesting of all unvested time‑based options/equity; performance-based vesting only if goals met (Committee discretion); COBRA reimbursement up to 12 months .
• Change-of-control termination: 1x base salary plus target annual bonus equal to 50% of base; same equity vesting provisions as above; COBRA reimbursement .
• Exercise window: Vested equity awards remain exercisable post-termination per agreement terms; proxies note 18-month exercise window language generally for vested awards upon termination (company-level) .
• Covenants: Confidentiality, non‑compete, non‑solicit, non‑disparagement; benefits contingent on executing a release and compliance with covenants during employment and for two years after termination .
• Termination for cause: Thornton terminated for cause on October 18, 2025 and will not receive salary or benefits beyond amounts earned through termination date .

Say-on-Pay Support (FY25 compensation):

Investment Implications

• Alignment and dilution: Thornton historically held meaningful option positions and later RSUs, with time‑based vesting and change‑of‑control acceleration supporting retention; however, the 1‑for‑20 reverse split in August 2024 materially reduced reported counts in FY25 disclosures .
• Near-term insider selling pressure: Prior schedules had significant option tranches vesting on 12/29/2025 and 12/29/2026, but termination for cause likely forfeits unvested awards—reducing potential insider selling overhang tied to his grants .
• Change-of-control economics: If Thornton had remained and been terminated in a CoC scenario, economics were modest (1× salary plus 50% of base as target bonus and time‑based equity acceleration), limiting golden‑parachute risk; as terminated for cause, no severance applies .
• Pay-for-performance: Bonus opportunity set at 50% of salary with Committee discretion; absence of disclosed quantitative metrics (revenue/EBITDA/TSR targets) weakens pay‑for‑performance transparency, though cost discipline is evident with smaller option grant fair values in FY23 vs FY21–22 .
• Governance and risk: Termination for cause is a material governance red flag and suggests execution or compliance issues; investors should monitor subsequent leadership stability and operational performance following his departure .

Note: Company performance metrics in the “About” table are from S&P Global and presented for context; the proxy does not tie Thornton’s bonus directly to disclosed quantitative thresholds.