CEO contract revised as Sonoma Pharma (NASDAQ: SNOA) COO retires

Rhea-AI Filing Summary

Sonoma Pharmaceuticals updated its leadership arrangements. The company entered into an amended and restated employment agreement with its Chief Executive Officer, Amy Trombly, effective October 3, 2025. The agreement provides a base salary of $475,000 per year and makes her eligible for a target annual bonus of 50% of base salary at the Compensation Committee’s discretion. It also refines definitions of Cause and Good Reason and updates covenants to align with what the company describes as best practices.

Severance and benefits for Ms. Trombly are clarified, including salary-continuation payments and COBRA reimbursement up to twelve months for certain terminations, and increased to two times salary and target bonus plus up to twenty-four months of COBRA reimbursement if a qualifying termination occurs in connection with a Change in Control. Separately, Executive Vice President and Chief Operating Officer Bruce Thornton notified the company that he will retire effective December 2, 2025, and the Chief Operating Officer position will be eliminated. Mr. Thornton will receive $300,000 in severance, COBRA reimbursement for up to twelve months, and favorable treatment of his equity awards, subject to a general release of claims.

Insights

Corporate governance analyst

Sonoma refines CEO protections and loses a long-time COO in a planned transition.

The amended employment agreement for Amy Trombly formalizes her compensation at a base salary of $475,000 with a target bonus of 50% of salary, and tightens definitions of Cause and Good Reason. These updates standardize severance mechanics, shift severance to payroll installments, and remove 409A tax gross-ups, which the company characterizes as consistent with best practices. Change in Control termination terms increase severance to two times salary and target bonus and extend COBRA reimbursement to up to twenty-four months, underscoring stronger protections in a sale scenario.

The retirement of long-serving Chief Operating Officer Bruce Thornton, effective December 2, 2025, reflects a planned leadership change rather than an abrupt departure, with a two‑month transition period. His $300,000 severance, up to twelve months of COBRA reimbursement, and vesting treatment for equity awards are typical for an executive separation package. The elimination of the COO role suggests a streamlined leadership structure, but any operational impact will depend on how responsibilities are reassigned, which is not detailed in the excerpt.

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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) October 3, 2025

SONOMA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33216		68-0423298
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

5445 Conestoga Court, Suite 150

Boulder, CO 80301

(Address of principal executive offices)

(Zip Code)

(800) 759-9305

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	SNOA	The Nasdaq Stock Market LLC

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. ☐

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

Amended and Restated Employment Agreement with our Chief Executive Officer

Effective October 3, 2025, we entered into an amended and restated employment agreement with our Chief Executive Officer, Amy Trombly.

Under the amended and restated agreement, we agreed to pay Ms. Trombly a base salary of $475,000 per annum. Ms. Trombly will be eligible to receive a target annual bonus of 50% of her base salary, which shall be in the discretion of the Compensation Committee. Consistent with best practices, the definition of Cause was expanded to include material failure by Ms. Trombly to comply with the Company’s written policies or rules, if such failure is reasonably likely to cause material, reputational or financial harm to the Company. Also consistent with best practices, the definition of Good Reason excludes base salary reductions up to 10% as applied consistently to similarly-situated executives. Good Reason also excludes the failure by a successor to the Company to assume the terms of the amended and restated agreement.

In the event of termination without Cause or for Good Reason, Ms. Trombly’s severance payment is to be paid in accordance with regular payroll rather than as a lump sum payment, consistent with best practices, and COBRA reimbursement is extended to up to twelve months following termination for Ms. Trombly, her spouse or domestic partner and her dependents. In the event of termination without Cause or for Good Reason in connection with a Change in Control, Ms. Trombly’s severance payment is increased to two times her annual base salary and two times her target annual bonus, and COBRA reimbursement is extended to up to twenty-four months following termination for Ms. Trombly, her spouse or domestic partner and her dependents. In the event of termination due to death or disability, COBRA reimbursement is extended to up to twelve months following termination for Ms. Trombly, her spouse or domestic partner and her dependents.

The mutual notice period for termination is extended to 90 days, and vested equity awards may be exercised for up to 24 months following termination.

Consistent with best practices, the amended and restated agreement does not require the Company to reimburse Ms. Trombly in the event of any 409A excise taxes, and the non disparagement covenant was updated to comply with current Colorado law. All other material terms of the amended and restated agreement remain unchanged from her prior employment agreement.

The foregoing description of the Amended and Restated Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Departure of Chief Operating Officer

On October 3, 2025, our Executive Vice President and Chief Operating Officer, Bruce Thornton, notified us of his intent to retire from his position with the Company effective December 2, 2025, and we have determined to eliminate the position of Chief Operating Officer upon Mr. Thornton’s departure. Mr. Thornton has agreed to assist us with transitioning his responsibilities over the next two months.

In connection with Mr. Thornton’s termination, we will pay him severance consisting of $300,000, contingent upon his execution of a general release of claims against the Company. He will also be entitled to up to twelve months’ COBRA reimbursement for himself and his dependents. 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. Mr. Thornton’s Executive’s outstanding and vested equity awards shall remain exercisable for 18 months following termination.

Mr. Thornton has served as our Chief Operating Officer since April 2020 and previously as our Executive Vice President for International Operations and Sales and General Manager for U.S. operations since March 2004. We thank Mr. Thornton for his many years of dedicated service and wish him the best in his future endeavors.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
10.1		Amended and Restated Employment Agreement by and between the Company and Amy Trombly, dated October 3, 2025.
104		Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

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.

	SONOMA PHARMACEUTICALS, INC.
Date: October 9, 2025	By:	/s/ Amy Trombly
	Name: Title:	Amy Trombly Chief Executive Officer

3

FAQ

What changes did Sonoma Pharmaceuticals (SNOA) make to its CEO employment agreement?

Sonoma Pharmaceuticals entered into an amended and restated employment agreement with CEO Amy Trombly effective October 3, 2025. It sets her base salary at $475,000 per year, provides eligibility for a target annual bonus of 50% of base salary at the Compensation Committee’s discretion, refines definitions of Cause and Good Reason, updates non-disparagement terms to comply with Colorado law, and clarifies severance and COBRA reimbursement terms, including enhanced benefits in connection with a Change in Control.

What are the new severance terms for Sonoma Pharmaceuticals CEO Amy Trombly?

If Amy Trombly is terminated without Cause or resigns for Good Reason, her severance is to be paid through regular payroll, and she and eligible dependents may receive COBRA reimbursement for up to twelve months. If such a termination occurs in connection with a Change in Control, she is entitled to severance equal to two times her annual base salary and two times her target annual bonus, plus COBRA reimbursement for up to twenty-four months. In the event of death or disability, COBRA reimbursement may be provided for up to twelve months.

Who is retiring from Sonoma Pharmaceuticals (SNOA) and when?

Bruce Thornton, Executive Vice President and Chief Operating Officer of Sonoma Pharmaceuticals, notified the company on October 3, 2025 of his intent to retire. His retirement is effective December 2, 2025, after which the company has determined it will eliminate the Chief Operating Officer position. He will assist with transitioning his responsibilities over the two months prior to his departure.

What severance will Bruce Thornton receive upon retirement from Sonoma Pharmaceuticals?

Upon his termination, Bruce Thornton will receive severance of $300,000, contingent on his execution of a general release of claims against the company. He will also be eligible for up to twelve months of COBRA reimbursement for himself and his dependents. All outstanding time-based equity awards will become fully vested, performance-based equity awards will continue to vest or be forfeited under their existing terms, and his vested equity awards will remain exercisable for eighteen months after termination.

How does Sonoma Pharmaceuticals treat CEO equity awards upon termination under the new agreement?

The amended CEO agreement states that vested equity awards may be exercised for up to twenty-four months following a termination. This extended exercise window applies to Amy Trombly’s vested equity awards after her employment ends, and is part of the broader package of updated severance and benefit provisions described in the agreement.

Will Sonoma Pharmaceuticals keep the Chief Operating Officer role after Bruce Thornton retires?

No. Sonoma Pharmaceuticals states that it has determined to eliminate the position of Chief Operating Officer upon Bruce Thornton’s departure on December 2, 2025. Mr. Thornton will help transition his responsibilities before he leaves, but the role itself will not be retained.