J. Paul SoRelle
About J. Paul SoRelle
J. Paul SoRelle (age 68) has served on the Synergy CHC Corp. (SNYR) board since his appointment in December 2014. He led Pioneer Press of Greeley, Inc. as President and CEO (1999–April 2020) and continues to consult there; earlier roles include President/CEO of RamStar, Inc. and director/EVP of International Thunderbird Gaming Corporation after RamStar’s sale (through Oct 1996) . He serves as an independent director (meets Nasdaq independence standards via audit/compensation committee service) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Press of Greeley, Inc. | President & CEO; Consultant since Apr 2020 | 1999–Apr 2020; consulting since Apr 2020 | Long-tenured operating leadership in commercial printing |
| RamStar, Inc. | President & CEO (and other roles) | Nov 1988–1994 (sold to International Thunderbird Gaming) | Led company through sale; continued as EVP/Director at acquirer |
| International Thunderbird Gaming Corporation | Executive Vice President; Director | 1994–Oct 1996 | Executive and board role post-acquisition |
| Convenience stores (private) | Owner/operator | Nov 1982–1988 | Operated and expanded convenience store chain (3→8 stores) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Pioneer Press of Greeley, Inc. | Consultant | Apr 2020 | Ongoing consulting following CEO tenure |
| Public company boards (current) | — | — | None disclosed in past five years |
Board Governance
- Board and committees
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Board determined all Audit and Compensation Committee members (incl. SoRelle) are independent under SEC/Nasdaq rules .
- Committee “financial expert”: Nitin Kaushal (Chair, Audit) designated as the audit committee financial expert; SoRelle is not designated the financial expert .
- Attendance and activity
- Meetings in FY2024: Board 1; Audit 1; Compensation 0; Nominating & Corporate Governance 0 .
- Attendance: “No director attended fewer than 75%” of Board and committee meetings on which they served (FY2024) .
- Board structure and oversight
- CEO/Chair duality: CEO Jack Ross also serves as Chairman; company maintains combined roles given small size .
- Director annual meeting attendance: Encouraged, not required; no annual meeting held in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $25,000 | Non-Executive Director Compensation Policy adopted Dec 5, 2024; paid quarterly in arrears |
| Committee Chair Retainer – Audit | $50,000 | Cash, payable to Audit Chair (not applicable to SoRelle) |
| Committee Chair Retainer – Compensation | $0 | No additional chair retainer |
| Committee Chair Retainer – Nominating & Corporate Governance | $0 | No additional chair retainer (SoRelle chairs this committee) |
| Committee Member Retainers (Audit/Comp/NCG) | $0 | No member retainers |
| FY2024 Non-Employee Director Cash Paid | $0 | Company paid no director compensation during FY2024 |
Performance Compensation (Director)
| Component | Grant Vehicle | Amount/Structure | Vesting/Metrics |
|---|---|---|---|
| Annual Equity Award (non-employee directors) | RSUs under 2024 Plan | $25,000 | Vesting schedule and any performance metrics not disclosed; policy indicates RSUs, not performance-conditioned |
| Additional Equity – Audit Chair | RSUs under 2024 Plan | $100,000 | Only for Audit Chair (not applicable to SoRelle) |
Clawbacks and award governance: Company adopted an executive incentive compensation clawback policy for restatements ; the 2024 Equity Plan also subjects stock awards to recoupment per policy and prohibits option repricing without shareholder approval .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public company boards | None disclosed for SoRelle in the past five years |
| Prior public company boards | International Thunderbird Gaming Corporation (Director; EVP) through Oct 1996 |
| Compensation Committee interlocks | None; no insider participation reported |
Expertise & Qualifications
- Operating leadership: Decades as CEO/operator across printing and consumer businesses; M&A experience through RamStar sale .
- Governance: Chairs Nominating & Corporate Governance; serves on Audit and Compensation committees (independent) .
- Financial expertise designation: Not the audit committee financial expert (designation held by Nitin Kaushal) .
Equity Ownership
| Holder | Shares/Derivatives | Percent of Outstanding | Notes |
|---|---|---|---|
| J. Paul SoRelle – total beneficial ownership | 192,997 | 2.2% | Based on 8,752,178 shares outstanding as of Apr 21, 2025 |
| • SoRelle Family Partnership LLLP (direct/indirect) | 108,963 | — | SoRelle is a general partner with shared voting/dispositive power |
| • Stock options (Mr. SoRelle) | 84,034 | — | Options to purchase common shares; strike/expiration not disclosed for directors |
| Pledging/Hedging | — | — | Hedging prohibited; pledging prohibited except in extraordinary situations with approval |
| 10b5-1 trading plan | — | — | One director had a 10b5-1 plan in effect as of record date; identity not disclosed |
Governance Assessment
- Alignment and engagement
- Ownership: SoRelle’s 2.2% beneficial stake (including 108,963 partnership shares and 84,034 options) provides meaningful alignment relative to SNYR’s small float .
- Independence and roles: Independent across Audit/Comp committees and chairs Nominating & Corporate Governance—key for board refreshment and governance standards .
- Compensation structure signals
- 2024: No director cash/equity paid (transition year) .
- 2025 policy: Modest $25k cash + $25k RSU annual grants for non-employee directors; no extra pay for N&CG chair; significant cash/equity premia reserved for Audit Chair only . This reduces conflict risk for non-chair directors and maintains equity-based alignment.
- Risk indicators and potential red flags
- Board leadership: Combined CEO/Chair structure persists, concentrating authority; board cites small-company rationale . RED FLAG (structure).
- Meeting cadence: Only 1 board and 1 audit meeting in FY2024; no compensation or nominating/governance committee meetings disclosed—limited formal oversight cadence. RED FLAG (low meeting frequency) .
- Related-party ecosystem: Extensive related-party dealings with CEO-affiliated entities (Kenek Brands consulting, loans/advances; BoomBod transactions) and major creditor/distributor Knight Therapeutics; Audit Committee charter now covers related-party review (transactions predated charter adoption). Heightened governance sensitivity, though no SoRelle-specific RPTs disclosed .
- Trading/pledging policies: Hedging banned; pledging generally prohibited but with rare-exception carve-out; 10b5-1 plan in place for one unnamed director. Policies reduce alignment risks, but exceptions warrant monitoring .
Notes and References
- Board composition and bios (ages, tenures, roles):
- Committee assignments, chairs, meetings, attendance:
- Independence and audit committee financial expert designation:
- Board leadership structure:
- Hedging/pledging/10b5-1 policies:
- Beneficial ownership table (shares outstanding, SoRelle holdings) and footnotes:
- Director compensation—2024 actuals and Dec 5, 2024 policy (cash/equity, chair differentials):
- Clawback policy; plan recoupment and repricing protections:
- Related party transactions context: