Jerry Dvonch
Sonoma PharmaceuticalsAbout Jerry Dvonch
Jerry Dvonch, age 57, is Sonoma Pharmaceuticals’ Chief Financial Officer, appointed February 7, 2024 after serving as Interim CFO from April 7, 2023; he previously served as CFO from September 2020 to November 2022. He holds a BBA in Accounting (Niagara University), an MBA in Finance (University of Rochester), and is a CPA in New York, with 15+ years of SEC reporting experience, including roles at NeoGenomics Laboratories, SpineCenter Atlanta, and DS Healthcare Group . Company-level pay-versus-performance disclosures show cumulative TSR deterioration over FY2023–FY2025 ($100 initial investment value: $24.35 in 2023, $4.15 in 2024, $2.73 in 2025) alongside net losses of $5,151K, $4,835K, and $3,457K, respectively—context for incentive design and realized pay outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonoma Pharmaceuticals | CFO | Feb 2024–Present | Finance leadership with focus on strengthening finances and distributor partnerships per Comp Committee assessments |
| Sonoma Pharmaceuticals | Interim CFO | Apr 2023–Feb 2024 | Stabilized reporting and finance functions during transition |
| Sonoma Pharmaceuticals | CFO | Sep 2020–Nov 2022 | Led finance; prior tenure informs continuity and institutional knowledge |
| SpineCenter Atlanta | Controller; SVP Finance & Accounting | Mar 2017–Aug 2020 | Led finance operations; healthcare sector experience |
| DS Healthcare Group, Inc. | Consultant Controller | Mar 2016–Apr 2016 | Short-term control and reporting support |
| NeoGenomics Laboratories | Director External Reporting; Director of Finance | Jul 2005–Jul 2015 | Deep SEC reporting; scaled public company processes |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 | FY 2026 |
|---|---|---|---|---|
| Base Salary ($) | $142,024 | $60,000 | $240,000 | $240,000 (per employment arrangement) |
| Target Bonus % of Base | n/a | Up to 50% | Up to 50% | Up to 50% |
| Actual Bonus ($) | $0 | $0 | $17,753.42 (prorated) | $60,000 (25% of base) |
| All Other Compensation ($) | $139,138 | $208,786 | $62,042 | — |
Notes:
- FY2025 bonus reflects prorated eligibility following Feb 7, 2024 appointment .
- FY2026 bonus awards were approved June 12, 2025 (Company fiscal year ending March 31, 2026) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Form | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Performance Bonus (Corporate goals & milestones) | Discretionary (Comp Committee) | Up to 50% of base; up to 120% of target if exceeding goals | FY2025: $17,753.42 (prorated from Feb 7, 2024) | Cash | Paid after fiscal year-end upon Committee determination |
| Annual Performance Bonus (Corporate goals & milestones) | Discretionary (Comp Committee) | Up to 50% of base; up to 120% of target if exceeding goals | FY2026: $60,000 (25% of base) | Cash | Paid post determination; FY2026 awards approved Jun 12, 2025 |
| RSU Grants (Retention/equity alignment) | n/a | 10,000 RSUs (Jan 2, 2025) | Unvested as of Mar 31, 2025 | Stock units | Vest on Jan 2, 2028 or upon change of control |
| RSU Grants (One-time awards) | n/a | 2,679 RSUs (Jun 20, 2024) | Vested at grant | Stock units | Immediate vesting (grant-date) |
| RSU Grants (FY2026 awards) | n/a | 13,500 RSUs (Jun 19, 2025) | Granted | Stock units | Vest on 3rd anniversary or upon change of control |
Plan architecture:
- Bonuses are determined at the sole discretion of the Compensation Committee; payout may be cash, RSUs, options, or stock; eligibility requires continued employment and good standing .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Shares Owned (Direct) | 4,229 |
| Rights to Acquire (Options/RSUs within 60 days or upon vesting) | 3,891 |
| Total Beneficial Ownership | 8,120 |
| Percent of Shares Outstanding | “*” (less than 1%) |
| Executive Stock Ownership Guidelines | Not disclosed for executives; director guidelines exist (20% net shares hold post-exercise) |
| Shares Pledged as Collateral | Not disclosed |
| Hedging/Pledging Policy | Insider trading policy referenced; specific executive hedging/pledging prohibitions not detailed |
Outstanding Equity Awards (as of March 31, 2025)
| Award Type | Quantity | Exercise/Grant Price | Expiration/Vesting | Status |
|---|---|---|---|---|
| Stock Options | 1,390 (exercisable) | $160.60 | 01/07/2031 | Exercisable |
| Stock Options | 1,501 (exercisable) | $4.60 | 01/14/2032 | Exercisable |
| Stock Options | 1,000 (exercisable) + 2,000 (unexercisable) | $3.60 | 12/29/2033; vest 1/3 on 12/29/2024, 12/29/2025, 12/29/2026 or upon CoC | Mixed (time-based) |
| RSUs | 10,000 (unvested) | n/a | Vest 01/02/2028 or upon CoC | Unvested |
| RSUs | 2,679 | n/a | Granted/vested 06/20/2024 | Vested |
| RSUs | 13,500 | n/a | Granted 06/19/2025; vest on 3rd anniversary or upon CoC | Unvested (new award) |
Notes:
- All share counts/exercise prices reflect historical reverse splits, including 1-for-20 effective August 29, 2024 .
Employment Terms
| Term | Details |
|---|---|
| Appointment | CFO effective Feb 7, 2024 (after Interim CFO since Apr 7, 2023) |
| Base Salary | $240,000 per year |
| Target Bonus | Up to 50% of base salary, discretionary; prorated in first year |
| Equity Eligibility | Eligible under equity incentive plans; awards per Committee discretion |
| Benefits | Medical, dental, vision, retirement plans |
| Severance | Not disclosed for CFO in proxy (specific severance terms provided for other executives but not for Mr. Dvonch) |
| Change-of-Control Equity Treatment | Time-based equity awards vest fully; performance-based equity vest per award terms if goals satisfied (company-wide approach reflected in plan documentation) |
| Clawback | Incentive compensation subject to clawback per law, stock exchange requirements, and Company policy |
Compensation Structure Analysis
- Mix shift toward salary in FY2025: Salary rose to $240,000 in FY2025 (from $60,000 in FY2024), while “All Other Compensation” fell to $62,042 (from $208,786), indicating normalization after prior consulting-related payments .
- Discretionary bonus framework: Bonuses are not formulaic and depend on Committee judgment against corporate goals; FY2025 payout was modest and prorated ($17,753), FY2026 payout increased to $60,000 (25% of base) .
- Retention equity mechanics: RSUs carry 3-year cliff vesting with change-of-control acceleration; options are multi-year, time-based—creating medium-term retention hooks .
- Tax gross-up red flag: $5,000 tax gross-ups in FY2025 appear shareholder-unfriendly relative to governance best practices .
Related Party Transactions
- No related party transactions over $120,000 since April 1, 2023 were disclosed, reducing conflict risk optics .
Equity Ownership & Alignment (Detail)
| Component | Vested vs Unvested | Notes |
|---|---|---|
| RSUs (2,679) | Vested | Granted and vested June 20, 2024 |
| RSUs (10,000) | Unvested | Vest Jan 2, 2028 or upon CoC |
| RSUs (13,500) | Unvested | Granted June 19, 2025; vest on 3rd anniversary or upon CoC |
| Options (1,390; 1,501; 1,000/2,000) | Mix of exercisable/unexercisable | Time-based vest schedules and expirations through 2033 |
| Beneficial Ownership | <1% of shares outstanding | 8,120 total beneficial shares; low alignment risk from concentration |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company TSR – $100 Initial Investment Value | $24.35 | $4.15 | $2.73 |
| Company Net Loss ($000s) | $5,151 | $4,835 | $3,457 |
Context:
- Compensation “actually paid” tracks with equity valuations and loss profile; Committee emphasizes alignment while preserving cash via equity-heavy mix historically .
Employment Contracts, Severance, and Change-of-Control Economics
- CFO employment arrangement specifies salary, bonus eligibility, equity participation, and benefits; explicit severance for CFO not detailed in the proxy .
- Company-wide change-of-control treatment accelerates time-based equity and leaves performance-based equity subject to goal satisfaction per award terms; RSUs granted to Dvonch have CoC acceleration .
Risk Indicators & Red Flags
- Tax gross-ups present for CFO ($5,000 in FY2025) .
- Discretionary bonus decisioning (non-formulaic) can weaken pay-for-performance signal, though committee cites contributions to finances and partnerships .
- Low personal ownership (<1%) may reduce direct downside alignment, though multi-year unvested RSUs and options create retention incentives .
Investment Implications
- Retention vs. selling pressure: 3-year RSU cliffs (10,000 from 2025; 13,500 from 2025 grants) and unvested options staggered through 2026 reduce near-term selling pressure; CoC acceleration could unlock awards quickly, creating potential event-driven supply .
- Alignment: Beneficial ownership is small (<1%), but equity-heavy incentives and clawback policy support alignment; presence of tax gross-ups is a governance blemish .
- Performance linkage: Bonuses remain discretionary without disclosed metric weightings; in practice, FY2025 and FY2026 payouts reflect Committee’s view of contributions to finances and partnerships amid ongoing losses and negative TSR, tempering strong pay-for-performance signaling .
- Change-of-control economics: Full vesting of time-based awards and performance award treatment under CoC create meaningful event-driven value for the CFO, modestly increasing retention risk if strategic alternatives are in play .