Carolyn Bonner
About Carolyn Bonner
Carolyn Bonner, 41, serves as President of Medicus Pharma Ltd. since September 2023 and was appointed Acting CFO on September 12, 2025 without additional compensation or a separate agreement for the acting role . She holds a B.A. in marketing from West Chester University and has prior leadership across diagnostics and biotech development . No company TSR, revenue growth, or EBITDA growth metrics tied to Bonner’s performance are disclosed in the proxy or related filings; her tenure includes strategic initiatives such as advancing the SKNJCT-003 BCC Phase 2 program and completing the acquisition of Antev, where she was appointed to the Antev board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parkway Clinical Laboratories (CAP-accredited) | President & CEO | 2019–2023 | Led U.S. diagnostics operations and client-driven customization initiatives |
| Building Beyond BRIC Investment Fund | Director of Corporate Development | 2019–2023; involvement noted also May 2009–Dec 2011 | Fundraising, marketing, and back-office operations support |
| Rosetta Genomics (parent of PCL) | Director of Corporate Development | Jul 2008–May 2009 | Corp dev for publicly traded biotech; integration with PCL |
| Lakewood Pathology (PLUS Diagnostics) | Sales Executive | 2006 | Commercial growth in diagnostics under private equity ownership |
External Roles
| Organization | Position | Start Year | Notes |
|---|---|---|---|
| Antev Limited | Director (Board) | 2025 | Appointed following Medicus’s acquisition; joins board alongside senior company leadership |
Fixed Compensation
- Acting CFO: No additional compensation and no separate agreement for Acting CFO service as of September 12, 2025 .
- Structure: Medicus is party to a management agreement with RBx Capital, LP under which RBx provides Bonner to serve as President; Medicus pays RBx $100,000 per month for services and reimburses reasonable business expenses .
| Element | 2025 Status/Amount | Notes |
|---|---|---|
| Acting CFO incremental pay | $0 | No additional compensation for Acting CFO |
| Management agreement fee (RBx) | $100,000/month | RBx provides Bonner (President) to Medicus |
Performance Compensation
- Program architecture: Executive compensation emphasizes base salary and equity incentives; equity awards primarily time-vested for retention with no formal metric-weighted payout framework disclosed for named executives, and the Compensation Committee relies on discussions rather than preset goals .
- Clawbacks: Company-wide clawback policy compliant with Nasdaq Rule 10D-1 applies to Executive Officers (includes President), covering incentive-based compensation over the prior three fiscal years in the event of restatement; SOX 304 applies to CEO/CFO for misconduct-related restatements .
- Hedging: Named executive officers are prohibited from using hedging instruments to offset decreases in company equity .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Equity incentives (options/RSUs) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Time-based vesting under Equity Incentive Plan |
No specific revenue/EBITDA/TSR targets, payouts, or Bonner-specific incentive metrics are disclosed.
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 86,405 | Includes 67,500 options currently exercisable; percent listed as less than 1% |
| Options – currently exercisable | 67,500 | Footnote (4) to beneficial ownership table |
| Ownership % of outstanding shares | <1% | Company table marks “* Less than one percent” |
| Warrants (Public Warrants) | Not disclosed | No specific warrants disclosed for Bonner |
| Convertible notes purchased | $25,000 principal | Converted into equity with other notes in 2024, indicating alignment |
| Hedging | Prohibited for NEOs | Company hedging prohibition articulated for named executive officers |
| Clawback applicability | Yes | Executive Officers covered per policy (includes President) |
Strike prices, expiration, and vesting schedules are not disclosed for Bonner’s options; only the currently exercisable count is provided .
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Role | President; Acting CFO | President since Sept 2023; Acting CFO appointed Sept 12, 2025 |
| Acting CFO compensation | No additional compensation; no separate agreement | As disclosed in Item 5.02 8-K |
| Employment arrangement | Provided via RBx Capital management agreement | RBx provides Bonner as President to Medicus |
| Start date (President) | September 2023 | From executive officers table |
| Non-compete / non-solicit | Not disclosed for Bonner | Non-compete/nonsolicit terms shown for other executives (Quinlan/Brennan), but not for Bonner |
| Family relationships | None | No family relationships with directors/executives per 8-K |
| Related party transactions | None reportable | No transactions reportable under Item 404(a) with Bonner per 8-K |
Plan-Level Change-of-Control Mechanics (affects all award holders, including executives):
- The Equity Incentive Plan allows the Committee to permit immediate exercisability of options and accelerate expiry/conditions upon “Acceleration Events” such as merger, sale of assets, >50% voting control acquisition, liquidation, etc. .
- RSUs generally forfeit upon termination unless the Committee accelerates or waives vesting; RSU settlement must occur no later than December 15th of the third calendar year following the grant year .
Investment Implications
- Alignment: Bonner’s beneficial ownership and exercisable options, plus her $25,000 participation in the company’s 2024 convertible notes, indicate personal capital at risk and alignment with equity holders .
- Transparency and retention: As a non-NEO, Bonner’s detailed cash compensation, bonus targets, and award-specific vesting terms are not disclosed; her service provision via RBx’s management agreement adds structural opacity and may complicate direct pay-for-performance analysis .
- Governance safeguards: A robust clawback policy applies to Executive Officers (including President) and hedging prohibitions apply to named executive officers, which collectively reduce misalignment risk; change-of-control provisions enable option exercisability/acceleration which could create event-driven selling pressure and should be monitored around strategic transactions .
- Execution track record: Her tenure is associated with operational and strategic milestones (SKNJCT-003 progress; Antev acquisition; Antev board appointment), suggesting active involvement in pipeline expansion and corporate development; however, no quantitative performance-linked compensation metrics or payouts are disclosed for Bonner specifically .