Jerry McLaughlin
Sonoma PharmaceuticalsAbout Jerry McLaughlin
Jerry McLaughlin, age 77, is Sonoma Pharmaceuticals’ Lead Independent Director (since March 26, 2014) and has served on the Board since March 2013. He chairs both the Audit Committee (designated the SEC “audit committee financial expert”) and the Compensation Committee. He holds a B.S. in Pharmacy from the State University of New York at Buffalo and brings sales/marketing and healthcare industry operating expertise across scientific software and medical devices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied BioCode, Inc. | Interim Chief Executive Officer | Nov 2011 – Apr 2013 | Led transition period as interim CEO |
| DataStream Medical Imaging Systems, Inc. | Founder; Chairman & CEO | Apr 2011 – Apr 2016 | Built diagnostic imaging software start-up |
| DataFlow Information Systems | President | Jul 2007 – Dec 2011 | Oversaw operations and growth |
| CompuMed, Inc. | President & Chief Executive Officer | May 2002 – Jun 2007 | Led medical device/diagnostics company |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the 2025 DEF 14A beyond SNOA . |
| Prior public company boards | Not disclosed . |
| Private/company operating roles | See Past Roles above . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Jerry McLaughlin is independent under Nasdaq and SEC rules . |
| Lead Independent Director | Serves as Lead Independent Director; leads Board meetings and oversight of management; effective Mar 26, 2014 . |
| Committee assignments | Audit (Chair); Compensation (Chair) . |
| Audit Committee financial expert | Designated “audit committee financial expert” under Item 407(d)(5)(ii) of Reg S‑K . |
| Committee meeting cadence (FY2025) | Audit: 4; Compensation: 2; Nominating: 1 . |
| Board meetings (FY2025) | Board held 5 meetings; independent directors met regularly in executive sessions . |
| Attendance | In FY2024, no incumbent director attended fewer than 75% of meetings and all directors attended all meetings . |
| Related-party transactions | None ≥$120,000 since Apr 1, 2023; Audit Committee administers related‑party policy . |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $65,000 | Director compensation table . |
| Option Awards (Grant-date fair value, FY2024) | $17,088 | FASB ASC 718 fair value . |
| Total (FY2024) | $81,088 | Sum of cash and option awards . |
Director retainer framework (as amended Dec 29, 2022):
| Retainer Component | Annual Amount | Form |
|---|---|---|
| Board Member | $32,500 | Cash/option/stock at director election . |
| Lead Independent Director | $15,000 | Cash/option/stock at director election . |
| Audit Chair | $10,000 | Must be paid in cash . |
| Compensation Chair | $7,500 | Cash/option/stock at director election . |
| Nominating & Gov Chair | $7,500 | Cash/option/stock at director election . |
| Audit Committee Member (non‑chair) | $7,500 | Must be paid in cash . |
| Compensation Committee Member (non‑chair) | $7,500 | Cash/option/stock at director election . |
| Nominating & Gov Member (non‑chair) | $7,500 | Cash/option/stock at director election . |
Notes:
- Audit retainers (chair and member) must be paid in cash, reinforcing financial reporting independence .
Performance Compensation
| Grant | Date | Type | Amount | Exercise Price | Vesting | Valuation/Notes |
|---|---|---|---|---|---|---|
| Annual Director Grant | Jan 2, 2025 | Stock Options | 7,500 options | $2.68 | Vests 1/3 on each of the 1st, 2nd, and 3rd anniversaries; accelerates on change of control | Included in director comp disclosures; grant-date fair value for “Option Awards” for FY2024 shown as $17,088 per director . |
| Annual grant policy | Annual | Stock Options | Historically 20,000 options; adjusted in Jan 2025 | — | As per plan | Annual grant size “was adjusted in January 2025” (resulting in 7,500 options) . |
Performance metrics for director pay:
- None disclosed; director equity is time‑based (not performance‑based). Retainers (other than Audit) can be taken in equity at the director’s election .
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Public company directorships | — | — | None disclosed in proxy . |
| Private/operating roles | Applied BioCode; DataStream; DataFlow; CompuMed | Executive roles (former) | No related party transactions ≥$120,000 disclosed since Apr 1, 2023 . |
Expertise & Qualifications
- Education: B.S. in Pharmacy (SUNY Buffalo) .
- Domain expertise: Sales and marketing; healthcare industry operations (scientific software, medical devices); extensive leadership as executive and director .
- Governance expertise: Lead Independent Director since 2014; designated Audit Committee financial expert; chairs Audit and Compensation Committees .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (Options/Warrants exercisable within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Jerry McLaughlin | 270 | 2,198 | 2,468 | <1% (asterisked) |
Additional equity context:
- As of Mar 31, 2025, independent directors’ outstanding options: McLaughlin – 10,044 (aggregate outstanding, includes unvested) .
- Shares outstanding were 1,642,765 as of Jul 8, 2025 (beneficial ownership denominator per proxy footnote) .
- Director stock ownership guidelines: upon option exercise, expected to maintain ownership of ≥20% of net shares acquired (post‑tax and exercise price) and hold such shares for nine months after Board service ends .
Governance Assessment
-
Strengths
- Independent Lead Director with deep operating background and long tenure; leads oversight separate from CEO; independent directors meet in regular executive sessions, supporting board effectiveness .
- Chairs both Audit and Compensation; designated audit committee financial expert; Audit and Compensation met 4 and 2 times, respectively, in FY2025; Board met 5 times, indicating ongoing engagement .
- No related‑party transactions ≥$120,000 since Apr 1, 2023; director independence confirmed by Board .
- Section 16(a) compliance: no filing delinquencies reported for FY2024 .
- Director equity aligned via option grants; ability to elect equity for certain retainers enhances alignment (with Audit retainers cash‑only to preserve independence) .
-
Watch items
- Concentration of committee leadership (Audit and Compensation chairs held by one director) can increase key-person reliance; monitor for workload and succession planning on committees .
- Annual director option grant size was reduced in January 2025 (from a historical 20,000‑option framework to 7,500 options granted), which may reflect equity pool constraints or recalibration; continue monitoring cash/equity mix and grant policy changes over time .
- Proxy does not disclose director‑level ownership guideline multiples (e.g., retainer multiple); guidelines are framed around post‑exercise holdings only, which may be less stringent than fixed multiples used by some issuers .
-
Red flags
- None identified in proxy: no related‑party transactions, no insider reporting delinquencies, no pledging disclosures for directors, no loans to directors .
Overall: McLaughlin’s independence, dual committee chair roles, and audit financial expertise bolster investor confidence in controls and pay oversight. The reduced option grant size in 2025 and cash-only Audit retainers suggest prudence on pay structure and auditor independence; continued vigilance on committee workload concentration is advisable .