Jay Birnbaum
Sonoma PharmaceuticalsAbout Jay Birnbaum
Independent director of Sonoma Pharmaceuticals since April 2007; age 80. Pharmacologist with prior senior roles at Novartis/Sandoz overseeing global project management and dermatology portfolio strategy; co-founder and former CMO of Kythera Biopharmaceuticals (acquired by Allergan), board member at Excaliard Pharmaceuticals (acquired by Pfizer), co-founder and EVP at Lipido Pharmaceuticals; currently co-founder and director at Hallux, Inc. Education: B.S. Biology (Trinity College) and Ph.D. Pharmacology (University of Wisconsin) . He is nominated for re-election as a Class II director to serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis/Sandoz Pharmaceuticals | Vice President, Global Project Management; led strategic planning/development for dermatology portfolio | Not disclosed | Led portfolio strategy; senior leadership experience |
| Kythera Biopharmaceuticals | Co-founder; Chief Medical Officer | Not disclosed | Company later acquired by Allergan; clinical and strategic leadership |
| Excaliard Pharmaceuticals | Board Director | Not disclosed | Company later acquired by Pfizer; governance oversight |
| Lipido Pharmaceuticals, Inc. | Co-founder; Executive Vice President | Not disclosed | Early-stage leadership and operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Hallux, Inc. | Co-founder; Board Director | Not disclosed | Current board role |
| Excaliard Pharmaceuticals | Board Director | Not disclosed | Acquired by Pfizer |
| Kythera Biopharmaceuticals | Co-founder; CMO | Public prior to acquisition | Acquired by Allergan |
Board Governance
- Committee assignments: Audit (Member), Compensation (Member), Nominating & Corporate Governance (Member) .
- Committee chairs: Audit and Compensation chaired by Jerry McLaughlin; Nominating & Corporate Governance chaired by Philippe Weigerstorfer .
- Independence: Board determined Dr. Birnbaum is independent under Nasdaq and SEC rules .
- Attendance/Engagement: Board held 5 meetings in FY2025; all directors attended all meetings, and no incumbent director attended fewer than 75% of meetings; independent directors met regularly in executive sessions .
- Committee activity: Audit (4 meetings), Compensation (2), Nominating & Corporate Governance (1) in FY2025 .
- Lead Independent Director: Jerry McLaughlin .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| FY2024 Fees Earned or Paid in Cash | $55,000 | As disclosed in director compensation table |
| Annual Board Member Retainer | $32,500 | Non-employee director plan |
| Audit Committee Member (non-chair) | $7,500 | Must be paid in cash |
| Compensation Committee Member (non-chair) | $7,500 | May be paid in cash, options, or stock grant |
| Nominating & Corporate Governance Committee Member (non-chair) | $7,500 | May be paid in cash, options, or stock grant |
Policy notes:
- Audit retainers must be paid in cash; other retainers can be elected in cash, options, or stock .
- Stock ownership guidelines: upon option exercise, maintain ownership of at least 20% of the net shares acquired; hold such shares for nine months after board service ends .
Performance Compensation
| Equity Component | Grant Date | Quantity | Fair Value | Exercise Price | Vesting | Change-of-Control |
|---|---|---|---|---|---|---|
| Stock Options (annual grant) | Jan 2, 2025 | 7,500 | $17,088 | $2.68/share | Vests in three equal tranches on 1st, 2nd, 3rd anniversaries | Vests upon change of control |
| FY2024 Option Awards (reported value) | FY2024 | — | $17,088 | — | — | — |
Program notes:
- Non-employee directors historically eligible for annual grant of 20,000 options; the annual grant was adjusted in January 2025 (actual grant to Dr. Birnbaum: 7,500 options) .
- No director-specific performance metrics tied to equity awards are disclosed; vesting is time-based with change-of-control acceleration .
Other Directorships & Interlocks
| Company | Relationship to SNOA | Potential Interlock/Conflict |
|---|---|---|
| Hallux, Inc. (Director) | No disclosed relationship | No related-party transactions >$120,000 since April 1, 2023 |
| Excaliard Pharmaceuticals (Director) | No disclosed relationship | No related-party transactions >$120,000 since April 1, 2023 |
| Kythera Biopharmaceuticals (Co-founder, CMO) | No disclosed relationship | No related-party transactions >$120,000 since April 1, 2023 |
Related-party governance:
- Formal Related Party Transaction Policy (administered by Audit Committee). No related-party transactions above $120,000 since April 1, 2023 .
Expertise & Qualifications
- Deep pharmacology and dermatology portfolio expertise; extensive leadership in biopharma startups and strategic roles at Novartis/Sandoz .
- Long-standing knowledge of SNOA’s business from continuous service since 2007 .
- Education: B.S. Biology (Trinity College), Ph.D. Pharmacology (University of Wisconsin) .
Equity Ownership
| Holder | Shares Owned (Direct) | Options/Warrants Exercisable ≤60 Days | Total Beneficial Ownership | Percent of Shares Outstanding |
|---|---|---|---|---|
| Jay Birnbaum | 286 | 2,188 | 2,474 | * (less than 1%) |
Reference base:
- Shares outstanding: 1,642,765 as of July 8, 2025 .
- Independent directors’ aggregate outstanding options as of March 31, 2025: Birnbaum – 10,029 (granted and outstanding) .
Insider trading and compliance:
- Insider Trading Policy adopted; Section 16(a) compliance indicates no delinquent filings in FY2024 .
Governance Assessment
Positive signals
- Independence and full engagement: Independent status with active membership across Audit, Compensation, and Nominating & Governance; full attendance and regular executive sessions support board effectiveness .
- No related-party transactions: Audit Committee-administered policy and no transactions >$120,000 mitigate conflict risk .
- Ownership alignment mechanisms: Director stock ownership guidelines require retention of net shares post-option exercise, supporting skin-in-the-game, though absolute ownership is small (* <1%) .
- Strong domain expertise: Pharmacology and dermatology portfolio leadership experience relevant to SNOA’s business .
Watch items and potential red flags
- Low absolute equity ownership: Beneficial ownership below 1% may limit direct economic alignment versus larger holders; monitor ongoing option exercises/grants for increased alignment .
- Change-of-control accelerated vesting: Director options accelerate upon change of control; while common, it can create perceived short-term incentives not fully aligned with long-run value .
- Compensation reliance on equity election: Flexibility to receive retainers in equity can increase dilution sensitivity; ensure grant levels remain prudent (annual grant reduced to 7,500 options in Jan 2025) .
Committee effectiveness and risk oversight
- Audit Committee: Four meetings; independent membership; chair designated financial expert; oversight of auditor selection and pre-approvals suggests sound financial governance .
- Compensation Committee: Two meetings; oversight of pay programs, equity plan administration, and alignment principles; continued monitoring warranted given company’s emphasis on equity due to working capital constraints .
- Nominating & Governance: One meeting; annual effectiveness review process and diversity of skills focus are positives .
Director Compensation Mix (context)
- FY2024 mix: Cash fees $55,000 and option awards $17,088; policy permits non-audit retainers to be paid in cash, options, or stock grants at director’s election .