Jones Soda (JSDA) appoints Darcey Macken COO with 1.2M stock options

Rhea-AI Filing Summary

Jones Soda Co. named consumer packaged goods veteran Darcey Macken as Chief Operating Officer effective December 8, 2025. She brings more than 20 years of leadership experience, including CEO roles at Myna Snacks and Planterra Foods and senior positions at Sovos Brands, Noosa Yoghurt, and Kellogg Company overseeing multibillion‑dollar portfolios.

Under her employment agreement, Ms. Macken will receive an annual base salary of $300,000 and is eligible for a discretionary annual cash bonus of up to 35% of base salary. She was also granted non‑qualified stock options to purchase up to 1,200,000 shares of Jones Soda common stock, vesting in four equal tranches of 300,000 options on each of December 8, 2026, December 8, 2027, December 8, 2028, and December 8, 2029, subject to continued service.

Separately, the Board appointed Jerry Goldner as Senior Vice President, Partnerships, and he resigned as Chief Growth Officer effective December 8, 2025.

Insights

Consumer and beverage sector governance analyst

Jones Soda adds seasoned CPG operator as COO with equity-heavy package.

The appointment of Darcey Macken as COO places an experienced food and beverage executive into a key operational role. Her background leading brands like OZO, Noosa, and major Kellogg sales organizations suggests familiarity with scaling brands, managing manufacturing, and building distribution in categories similar to Jones Soda’s.

The compensation structure combines a $300,000 base salary with eligibility for an annual cash bonus up to 35% of base, plus 1,200,000 stock options vesting annually from 2026 through 2029. This ties a meaningful portion of her potential upside to long-term equity value and continued service. The leadership shift of Jerry Goldner into a dedicated partnerships role may help clarify responsibilities across growth and operations.

Overall impact will depend on how effectively Ms. Macken translates her prior experience into Jones Soda’s smaller-scale environment and how the new leadership configuration supports execution, which will be reflected in future operating results and disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 8, 2025

JONES SODA CO.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

0-28820		52-2336602
(Commission File Number)		(IRS Employer Identification No.)

4786 1st Avenue South, Suite 103, Seattle, Washington		98134
(Address of Principal Executive Offices)		(Zip Code)

(206) 624-3357

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

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

Appointment of Chief Operating Officer

On December 8, 2025, the Board of Directors of Jones Soda Co. (the “Company”) appointed Darcey Macken, age 50, as the Company’s Chief Operating Officer.

Ms. Macken is a veteran consumer packaged goods executive with more than two decades of leadership experience across high-growth, innovation-driven food and beverage companies. Since January 2023, Mr. Macken has served as CEO and Co-Founder of Myna Snacks, Inc., a digital snacking company launched in partnership with creator Imane “Pokimane” Anys and backed by Connect Ventures, where she built the organization, commercial model, and product portfolio while activating a large global audience. Prior to Myna Snacks, Ms. Macken was CEO of Planterra Foods from October 2019 to October 2022, where she established the OZO™ plant-based protein brand, renovated a large-scale manufacturing facility, and launched more than 20 products across 12 countries. Earlier, she held senior leadership roles at Sovos Brands, and Noosa Yoghurt from April 2015 to October 2019, including serving as the CEO/General Manager, where she led the business through its acquisition and drove revenue growth from approximately $45 million to more than $200 million. Ms. Macken spent over a decade at the Kellogg Company in multiple executive positions, including President of U.S. Sales from May 2013 to January 2014 and Senior Vice President, Global Sales from January 2014 to March 2015, where she oversaw multibillion-dollar revenue portfolios and built global sales enablement frameworks. She has extensive experience in brand building, product innovation, global sales leadership, operational scale-up, and cross-functional team development.

Ms. Macken has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Ms. Macken has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Ms. Macken was not appointed as the Company’s Chief Operating Officer pursuant to any arrangement or understanding with any other person.

In connection with Ms. Macken’s appointment as Chief Operating Officer, Ms. Macken entered into an employment agreement, dated December 8, 2025 (the “Macken Employment Agreement”). Pursuant to the Macken Employment Agreement, Ms. Macken is entitled to receive an annual base salary of $300,000. Additionally, for each fiscal year during the term of her employment, Ms. Macken is eligible to receive an annual cash bonus of up to 35% of her annual base salary at the discretion of the Company’s Board of Directors. Further, Ms. Macken was granted non-qualified stock options to purchase up to 1,200,000 shares of the Company’s common stock under the Company’s 2022 Omnibus Equity Incentive Plan (the “Macken Stock Options”). The Macken Stock Options are scheduled to vest as follows: (i) 300,000 Macken Stock Options on December 8, 2026; (ii) 300,000 Macken Stock Options on December 8, 2027; and (iii) 300,000 Macken Stock Options on December 8, 2028; and (iv) the remaining 300,000 Macken Stock Options on December 8, 2029, in each case subject to Mr. Macken’s continued service with the Company as a consultant or an executive officer.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete copy of the Macken Employment Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Appointment of SVP, Partnerships

Effective as of December 8, 2025, the Company’s Board of Directors appointed Jerry Goldner, age 57, as Senior Vice President, Partnerships. In connection with his appointment as Senior Vice President, Partnerships, Mr. Goldner resigned from his role as the Company’s Chief Growth Officer, effective December 8, 2025.

Item 8.01 Other Events.

On December 9, 2025, the Company issued a press release announcing the appointment of Ms. Macken. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Macken Employment Agreement, dated December 8, 2025
99.1		Press Release, dated December 9, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 12, 2025	JONES SODA CO.
	/s/ Brian Meadows
	Brian Meadows
	Chief Financial Officer

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FAQ

What leadership change did Jones Soda Co. (JSDA) announce?

Jones Soda Co. appointed Darcey Macken as Chief Operating Officer effective December 8, 2025, and named Jerry Goldner Senior Vice President, Partnerships, with his resignation as Chief Growth Officer effective the same date.

What is the compensation package for JSDAs new COO, Darcey Macken?

Under her employment agreement, Ms. Macken receives an annual base salary of $300,000, is eligible for a discretionary annual cash bonus of up to 35% of base salary, and has been granted non-qualified stock options to purchase up to 1,200,000 shares of Jones Soda common stock.

How do Darcey Mackens stock options at Jones Soda vest?

Ms. Mackens 1,200,000 non-qualified stock options are scheduled to vest in four equal tranches of 300,000 options on December 8, 2026, December 8, 2027, December 8, 2028, and December 8, 2029, subject to her continued service with the company.

What prior experience does JSDAs new COO, Darcey Macken, bring?

Ms. Macken has more than two decades in consumer packaged goods, including CEO and Co-Founder of Myna Snacks, CEO of Planterra Foods where she launched the OZO brand, senior leadership roles at Sovos Brands and Noosa Yoghurt, and executive positions at Kellogg Company overseeing multibillion-dollar revenue portfolios.

Did Jones Soda Co. disclose any related-party transactions with Darcey Macken?

Jones Soda Co. stated that Ms. Macken has no family relationships with any current director, director nominee, or executive officer and that there are no transactions or proposed transactions involving her that require disclosure under Item 404(a) of Regulation S-K.

What other disclosure did Jones Soda make about the COO appointment?

Jones Soda noted that it entered into an employment agreement with Ms. Macken dated December 8, 2025 and that it issued a press release on December 9, 2025 announcing her appointment, filed as Exhibit 99.1.