Clay Crolius
DNA XAbout Clay Crolius
Clay Crolius is Chief Financial Officer of Sonim Technologies (since July 2022) and previously served as Chief Accounting Officer (Sep 2021–Jul 2022). He holds a BA in Economics and Business from UCLA and is a California CPA; prior roles include finance leadership at Warner Bros. Studios and controller/principal accounting officer roles in technology and manufacturing/retail businesses . As of June 20, 2024 he was 62, and he also serves as Secretary on Company proxy filings . Pay-versus-performance disclosures show cumulative TSR falling to $34.23 for a hypothetical $100 investment in 2024 alongside a net loss of $33.65 million; non-PEO NEO compensation actually paid averaged $513,490 in 2024 . In Q3 2025, Crolius highlighted operational focus on strategic transactions and cost discipline amid reverse split and authorized share increase, noting sequential revenue growth to $16.2 million and improved net loss to $4.8 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sonim Technologies | Chief Accounting Officer | Sep 2021–Jul 2022 | Finance leadership during transition before CFO appointment |
| 4Front Ventures Corp. | Principal Accounting Officer and Controller | Dec 2016–Aug 2021 | Finance leadership at a national manufacturer and retailer |
| Ethology Corporation | Controller | 2015–2016 | Controller at digital advertising agency startup |
| David Lewis Company | Senior Management Consultant | 2005–2014 | Consulting in professional services |
| Warner Bros. Studios (Time Warner) | VP, Financial Operations | 2000–2005 | Financial operations leadership at a major studio |
External Roles
No external directorships or board committee roles for Crolius were disclosed in Company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $323,750 | $320,000 |
| Actual Bonus Paid ($) | $96,000 | $93,669 |
| Option Awards (Grant-date Fair Value, $) | $157,520 | $89,352 |
| Other Compensation ($) | — | — |
| Total ($) | $577,270 | $503,021 |
| Target Bonus % | Not disclosed in DEF 14A | Not disclosed in DEF 14A |
Notes:
- Base salary was amended to $320,000 retroactive to Nov 1, 2023 per Crolius Letter Agreement .
- Sonim, as an emerging growth company, uses scaled executive compensation disclosure; detailed cash/equity mix targets are not provided .
Performance Compensation
Annual/Discretionary Bonus
| Element | Policy | 2023 Actual | 2024 Actual |
|---|---|---|---|
| Discretionary/Performance Bonus Eligibility | Eligible for discretionary and performance-based bonuses payable in cash or equity under the 2019 Plan | $96,000 | $93,669 |
| Metric, Weighting, Target, Actual, Payout, Vesting | Not disclosed in proxy (company uses plan metrics but exec-specific scorecards not filed) | — | — |
Equity Awards and Vesting
| Grant Date | Type | Shares/Options | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Jan 27, 2023 | Stock Options | 10,000 (exercisable) | 4.940 | Vested; standard post-termination window per plan | 1/27/2033 |
| Nov 24, 2023 | Stock Options | 20,000 (exercisable) | 7.000 | One-year vest from grant (special award of 200,000 pre-split → 20,000 post 1-for-10 split) | 11/24/2033 |
| Apr 8, 2024 | Stock Options | 17,000 (unexercisable) | 6.154 | Vest in 3 equal annual installments beginning Apr 8, 2025 | 4/8/2034 |
Plan-level performance criteria available for PSUs/cash performance awards include financial and operational metrics such as EBITDA, TSR, revenue, margin, ROE/ROA, operating cash flow, market share, cost reduction, and debt reduction; awards may incorporate company-wide or unit-level goals with adjustment provisions . The 2019 Plan prohibits discounted options and single-trigger change-in-control vesting; awards are subject to clawback per Nasdaq Rule 10D-1 .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 66,625 | Includes options exercisable within 60 days |
| % of Shares Outstanding | <1% | Based on 17,781,919 outstanding shares |
| Options Exercisable (≤60 days) | 35,667 | From beneficial ownership table |
| Options – Unexercisable | 17,000 | Apr 8, 2024 grant; vesting begins 2025 |
| RSUs (Vested/Unvested) | None disclosed | NEO stock awards table shows none outstanding for Crolius |
| Pledging/Hedging | Prohibited by Insider Trading Policy (short sales, derivatives, margin, pledges) | Aligns with skin-in-the-game |
| Stock Ownership Guidelines | Not disclosed for executives in proxy | General governance and anti-hedging disclosed |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Amended & restated letter agreement Dec 8, 2023; base salary $320,000 retroactive to Nov 1, 2023; discretionary bonus eligibility; at-will employment |
| Severance (Change in Control) | If terminated without cause or resigned for “good reason” within 12 months post-closing of change in control: lump-sum equal to six months base salary plus guaranteed pro-rated bonus, payable within 30 days |
| Severance (Non-CIC) | Not specifically disclosed for Crolius beyond CIC framework |
| Equity Acceleration | 2019 Plan has no automatic single-trigger vesting; Crolius’ agreement does not disclose accelerated vesting terms (Becher has specified acceleration) |
| Clawback | Company-wide clawback policy per Nasdaq Rule 10D-1; awards subject to recoupment on restatements |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed in proxy filings for Crolius |
| Tax Gross-ups | Not disclosed; no gross-up language in Crolius agreement |
Investment Implications
- Pay-for-performance alignment: Cash compensation is modest with meaningful equity exposure via options; absence of single-trigger acceleration and presence of clawbacks mitigate misalignment risk . However, lack of disclosed bonus scorecards/targets reduces transparency into incentive quality .
- Selling/vesting pressure: Near-term vesting of the Apr 8, 2024 option grant (first tranche on Apr 8, 2025) and fully vested 2023 special option (post 1-year) create potential event windows; monitor Form 4s around vest dates for selling pressure signals .
- Retention and change-of-control economics: CIC cash severance at six months salary plus pro-rated bonus is modest; no disclosed equity acceleration reduces CIC windfall risk but may also dampen retention in strategic transactions unless board uses plan discretion .
- Alignment and risk controls: Strict anti-hedging/pledging policy, clawback compliance, and no discounted options support governance quality; beneficial ownership is small (<1%), typical for micro-cap EGCs, but option holdings provide upside alignment .
- Company backdrop: Reverse split (1-for-18) and authorized share increase executed in Oct 2025 to regain Nasdaq compliance and pursue capital flexibility; CFO commentary emphasizes strategic monetization of listing, suggesting elevated corporate action probability and potential executive retention stress in volatile periods .
