Philippe Weigerstorfer
Sonoma PharmaceuticalsAbout Philippe Weigerstorfer
Independent director at Sonoma Pharmaceuticals (SNOA) since September 2018; age 65 in the latest proxy. Background spans senior commercial leadership and corporate development in global pharmaceuticals (Vifor, Galenica, Novartis, Sandoz). Education: Degree in Business Administration and Economics with a minor in Law from the University of Basel. The board identifies him as independent. Core competencies cited: pharmaceutical operations, international business, and sales/marketing leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vifor Pharma Asia Pacific Pte Ltd (Vifor Pharma Group) | Managing Director, APAC | 2011–2017 | Led APAC activities (Singapore HQ), oversaw regional operations in pharmaceutical products . |
| Galencia Ltd. (as disclosed) | Special Advisor to Executive Chairman | 2000–2016 | Supported growth through acquisitions of pharma companies, licenses, projects . |
| Novartis Pharma Ltd. | Head of Corporate Marketing (Dermatology and others) | 1996–1999 | Helped establish Novartis as a leading dermatology company . |
| Sandoz Pharma AG | Various roles incl. Head of Dermatology & Cardiovascular BU | Prior to 1996 | Commercial leadership positions; taught at business school . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weigerstorfer New Venture LLC (GmbH), Switzerland | Owner & Managing Director | Current | Entrepreneurial vehicle; Switzerland-based . |
| Onycho Pharma Pte. Ltd., Singapore | Chairman of the Board | Since Jan 2020 | Role disclosed in earlier proxy biographies . |
Board Governance
- Board structure: Lead Independent Director (Jerry McLaughlin) separate from CEO; independent directors meet in regular executive sessions .
- Independence: Board determined Weigerstorfer to be independent under Nasdaq rules .
- Board and committee activity (FY2025):
- Board meetings: 5; in FY2024, no incumbent director attended fewer than 75% and all directors attended all meetings .
- Audit Committee: 4 meetings; members independent; chair qualifies as “audit committee financial expert” .
- Compensation Committee: 2 meetings .
- Nominating & Corporate Governance (NCG) Committee: 1 meeting .
- Committee assignments (current):
- Audit Committee: Member .
- Nominating & Corporate Governance Committee: Chair .
- Related party transactions: None >$120,000 since April 1, 2023; Audit Committee administers related party review; no arrangements or understandings for director selection .
- Section 16 compliance: Company reports no late filings for FY2024 based on review of provided reports .
Fixed Compensation
| Item | FY2023 | FY2024 (as reported in 2024 Proxy) | Notes |
|---|---|---|---|
| Annual director cash fees (paid) | $51,000 | $47,500 | Cash retainer aligns with plan components below. |
| Retainer schedule (plan terms) | — | See plan (below) | Audit member must be paid in cash; others can elect cash/options/stock . |
| Non-Employee Director Compensation Plan (effective as disclosed) | Amount |
|---|---|
| Board Member annual retainer | $32,500 |
| Lead Independent Director | $15,000 |
| Audit Committee Chair | $10,000 |
| Compensation Committee Chair | $7,500 |
| Nominating & Corporate Governance Committee Chair | $7,500 |
| Audit Committee member (non-chair) | $7,500 (cash only) |
| Compensation Committee member (non-chair) | $7,500 |
| Nominating & Corporate Governance member (non-chair) | $7,500 |
Note: Weigerstorfer is Audit member and NCG Chair, consistent with his FY2024 cash of $47,500 (32.5k Board + 7.5k NCG Chair + 7.5k Audit member) .
Performance Compensation
| Grant/Period | Instrument | Shares/Options | Exercise Price | Grant-Date FV (Director) | Vesting | Source |
|---|---|---|---|---|---|---|
| Jan 14, 2022 | Stock Options | 30,000 | $4.60 | $121,000 | 3 tranches at 6, 18, 30 months; COC acceleration | |
| Dec 29, 2022 | Stock Options | 20,000 | $1.08 | $17,000 | 3 equal annual tranches; COC acceleration | |
| FY2024 annual grant | N/A | Waived | — | — | — | |
| Jan 2, 2025 | Stock Options | 7,500 | $2.68 | $17,088 | 3 equal annual tranches; COC acceleration |
- Annual grant policy: Amended to 20,000 options in Dec 2022; earlier policy was 30,000 options (Jan 2022). All audit retainers paid in cash; other retainers may be in cash, options, or stock at director’s election .
- Clawback: Company adopted a Nasdaq-compliant clawback policy for executive incentive comp after restatements; applies to executive officers (not directors) .
Director Compensation (Totals)
| Fiscal Year | Fees Earned (Cash) | Option Awards (FV) | Total |
|---|---|---|---|
| FY2023 | $51,000 | $17,000 | $68,000 |
| FY2024 (2024 Proxy) | $47,500 | $0 (annual option grant waived) | $47,500 |
| FY2024 (2025 Proxy presentation) | $47,500 | $17,088 (7,500 options granted 1/2/2025) | $68,088 |
Note: The 2025 proxy presents a January 2, 2025 option grant alongside FY2024 director pay, while the 2024 proxy states the FY2024 annual grant was waived. We present both disclosures for completeness .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| Onycho Pharma Pte. Ltd. (Singapore) | Not specified | Chairman of the Board (since Jan 2020) | Not disclosed |
| Other public company boards (current) | — | Not disclosed in SNOA proxy biography | — |
Expertise & Qualifications
- Pharmaceutical industry background with strategic and commercial leadership experience; international markets exposure (Switzerland, Canada, Singapore) .
- Sales and marketing expertise in pharma; experience during development of clinical-stage products .
- Education: Business Administration & Economics (major) and Law (minor), University of Basel .
Equity Ownership
| As-Of Date (Proxy) | Common Shares Owned | Options/Warrants Exercisable ≤60 days | Total Beneficial | % Outstanding | Shares Outstanding (context) |
|---|---|---|---|---|---|
| July 8, 2025 | 125 (yet to be issued) | 2,168 | 2,293 | <1.0% (star) | 1,642,765 |
| June 21, 2024 | 2,500 (yet to be issued) | 36,666 | 39,166 | <1.0% (star) | 19,004,393 |
- Options held by independent directors as of March 31, 2025: Weigerstorfer – 10,001 options outstanding (aggregate) .
- Director stock ownership guidelines (adopted Oct 26, 2017): after option exercise, expected to retain at least 20% of net shares; shares acquired via option exercise expected to be held for nine months post board service .
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Corporate Governance and serves on Audit—positions central to board effectiveness and oversight .
- Attendance/engagement signal: no incumbent director fell below 75% in FY2024; all directors attended all meetings; board and committees met with reasonable cadence; independent executive sessions held .
- No related-party transactions >$120k since April 1, 2023; formal related-party policy administered by Audit Committee .
-
Watch items / Red flags
- Say-on-pay failed in 2022 (FOR 172,635 vs AGAINST 223,644), indicating shareholder dissatisfaction at that time; improved outcome in 2025 (FOR 112,548 vs AGAINST 26,360) suggests remediation, but history warrants continued monitoring of comp governance .
- Low direct economic alignment: beneficial ownership <1% with small absolute holdings post reverse split; reliance on option grants for alignment—monitor exercise/retention relative to guidelines .
- Inconsistency in FY2024 director option grant disclosure (waived in 2024 proxy vs. 7,500 options reported in 2025 proxy) merits clarification with the company on period presentation and compensation timing .
Additional Signals
- Board leadership: Lead Independent Director in place since 2014; separate from CEO, supporting independent oversight .
- Committee structures/charters: All members of committees deemed independent; Audit has financial expert; charters available on website .
- Clawback policy: Adopted per Nasdaq requirements for executive incentive compensation following restatements (executives only) .
Notes on Shareholder Votes
| Meeting | Proposal | Result |
|---|---|---|
| Sep 21, 2021 | Elect Class I director (Weigerstorfer) | Elected: For 459,771; Withheld 89,996 . |
| Sep 15, 2022 | Say-on-Pay FY2022 | Not approved: For 172,635; Against 223,644; Abstain 50,114 . |
| Aug 27, 2025 | Say-on-Pay FY2025 | Approved: For 112,548; Against 26,360; Abstain 3,604 . |
Summary of Committee Work (FY2025)
| Committee | Role | Meetings | Independence |
|---|---|---|---|
| Audit | Member | 4 | All members independent; chair is financial expert . |
| Compensation | — | 2 | Members independent . |
| Nominating & Corporate Governance | Chair | 1 | Members independent; oversees board effectiveness assessments . |