Sonoma Pharmaceuticals, Inc. appointed new CEO

Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Appointment of New Director


Effective July 22, 2022, the Company's Board of Directors appointed Amy Trombly, our Chief Executive Officer, to serve as a member of our Board of Directors. Ms. Trombly will not receive additional compensation for her Board service. Ms. Trombly will serve as a Class I Director until the 2024 Annual Meeting of Stockholders. 


Employment Agreements with our Chief Executive Officer and Chief Operating Officer


Effective July 22, 2022, we entered into an amended and restated employment agreement with our Chief Executive Officer, Amy Trombly. Under the amended and restated agreement, Ms. Trombly will devote substantially all of her time, energy and skill to the performance of her duties as Chief Executive Officer for the Company. The amended and restated agreement also provides that, in the event of termination without cause or for good reason, Ms. Trombly is entitled to a lump sum severance equal to one time her base salary. All other material terms of the amended and restated agreement remain unchanged from her prior employment agreement.


Also effective July 22, 2022, we amended and restated our employment agreement with Bruce Thornton, our Chief Operating Officer. The amended and restated agreement provides that, in the event of termination upon change of control, Mr. Thornton is entitled to receive, in addition to the other benefits described therein, a target annual bonus amount of 50% of his base salary. All other material terms of his amended and restated agreement remain unchanged from his prior employment agreement.


The foregoing descriptions of the employment agreements are not complete and are qualified in their entirety by reference to the full text of the employment agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.


Bonus Grants


Effective July 22, 2022, the Compensation Committee of the Board of Directors approved annual bonus awards of $162,500 for Ms. Trombly and $150,000 for Mr. Thornton.


Departure of Chief Financial Officer


As part of our on ongoing effort to cut costs and streamline Company operations, on July 22, 2022 we commenced consolidating all of our corporate functions in the United States to our office in Boulder, Colorado. Effective on or before December 31, 2022, we will close our office in Woodstock, Georgia. In connection with the Woodstock office closure, Mr. Jerry Dvonch resigned as our Chief Financial Officer. Mr. Dvonch has agreed to assist us with transitioning the Company's operations to the Boulder office on or before December 31, 2022.


Upon Mr. Dvonch's termination, we will pay him severance consisting of $100,000, contingent upon his execution of a general release of claims against the Company. He will also be entitled to up to six months' COBRA reimbursement. All outstanding time-based equity-based compensation awards will become fully vested and all outstanding performance-based equity compensation awards will remain outstanding and will vest or be forfeited in accordance with the terms of the applicable award agreements.


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