Sheryle Bolton
About Sheryle Bolton
Sheryle Bolton is an independent director and Chairperson of the Board at Tivic Health Systems, Inc. (TIVC), serving since July 16, 2019, and as Chair since August 18, 2021; she is 78 years old . She holds a B.A. and M.A. in English/Linguistics from the University of Georgia and an MBA from Harvard Business School, and is recognized as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hult International Business School | Adjunct Professor of Practice | 2015–2021 | Taught entrepreneurship and finance; governance and leadership experience |
| Scudder-Kemper mutual funds | Board member (more than forty funds) | Not disclosed | Large-scale fund board oversight experience |
| Scientific Learning Corporation | CEO and later Chair (public company) | Not disclosed | Led company from pre-product to IPO; capital markets and operating leadership |
| Merrill Lynch Capital Markets; HBO; Rockefeller & Co. | Executive roles | Not disclosed | Strategy, media, and asset management background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Watermark (Silicon Valley) | Former Chair | Not disclosed | Executive network leadership |
| Non-profit NGO | Audit Committee Chair | Not disclosed | Focused on financing small businesses in Asia and Sub-Saharan Africa |
Board Governance
- Independence: Board affirmatively determined Bolton is independent under Nasdaq standards .
- Board leadership: Roles of Chair (Bolton) and CEO (Ernst) are separated; Board deems this appropriate for Tivic’s size and scope .
- Committee assignments and chair roles:
- Audit and Risk Committee: Member; Chair; audit committee financial expert .
- Compensation Committee: Member; Chair .
- Nominations and Corporate Governance Committee: Member (Valauri is Chair) .
- Attendance: No director attended fewer than 75% of Board and committee meetings in FY2024; all directors attended the 2024 annual meeting .
- Meeting cadence (governance intensity):
- See table below.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meetings (count) | 8 | 5 |
| Audit & Risk Committee Meetings (count) | 5 | 5 |
| Compensation Committee Meetings (count) | 7 | 7 |
| Nominations & Corporate Governance Committee Meetings (count) | 4 | 5 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Cash Fees/Retainer ($) | $63,000 | $63,000 | $65,250 |
| Option Awards – Grant-Date Fair Value ($) | $59,600 | $2,121 | $3,930 |
| Total Director Compensation ($) | $122,600 | $65,121 | $69,180 |
| Board Compensation Plan – Annual Retainers (policy) | Directors $35,000; Board Chair $15,000; Audit Chair $13,000; Comp Chair $9,000; Nominating Chair $6,000 | Directors $35,000; Board Chair $15,000; Audit Chair $13,000; Comp Chair $9,000; Nominating Chair $6,000 | Directors $35,000; Board Chair $15,000; Audit Chair $13,000; Comp Chair $9,000; Nominating Chair $6,000 |
Performance Compensation
- Equity awards are stock options under Tivic’s 2021 Equity Incentive Plan; no director-specific performance metrics are disclosed for Bolton’s awards .
- The 2021 Plan permits performance-based awards, but director grant structures/vesting metrics for Bolton are not disclosed .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| RSUs/PSUs (granted) | Not disclosed | Not disclosed | Not disclosed |
| Options (granted) – Grant-Date FV ($) | $59,600 | $2,121 | $3,930 |
| Performance Metrics Tied to Director Equity | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- No current public-company directorships for Bolton are disclosed in Tivic’s proxy materials; prior fund board service and non-profit roles noted above .
- No related party transactions involving Bolton reported over the relevant periods .
Expertise & Qualifications
- Audit committee financial expert; financially literate; extensive executive and board experience .
- Capital markets and operating leadership (CEO leading Scientific Learning to IPO); broad sector experience (financial services, media, health care) .
- Recognitions include Harvard Business School acknowledgment as influential graduate; executive leadership awards .
Equity Ownership
| Metric | As of Apr 13, 2023 | As of Jun 17, 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 23,729 (options vested/exercisable within 60 days); <1% of class | 668 (options vested/exercisable within 60 days); <1% of class |
| Options Outstanding (total reported) | 64,250 (subject to option awards) | 1,115 (subject to option awards) |
| Anti-Hedging Policy | Hedging prohibited for directors | Hedging prohibited for directors |
| Clawback (Compensation Recovery) Policy | Adopted Nov 2023 (Exchange Act Section 10D-compliant) | In effect |
Insider Trades
| Item | Status |
|---|---|
| Form 4 transactions disclosed for Bolton (most recent proxies) | None disclosed; no late Section 16 filings for Bolton; 2023 late filing noted only for Karen Drexler |
Governance Assessment
-
Strengths:
- Independent Chair separate from CEO; clear oversight structure .
- Bolton is audit committee financial expert and chairs Audit & Risk; robust committee activity (5–7 meetings annually) indicates engaged oversight .
- Clawback policy adopted and anti-hedging policy in place; aligns with shareholder-friendly risk controls .
-
Watch items / potential red flags:
- Concentration of responsibilities: Bolton chairs both Audit & Risk and Compensation Committees, which can heighten governance workload and perceived influence concentration; mitigation is full independence and multi-member committees .
- Ongoing equity financing structures and reverse splits reflect capital needs; Board oversight remains critical for investor confidence, though these are company-level matters rather than Bolton-specific conflicts .
-
Conflicts/Related Parties: No related party transactions involving Bolton reported; Board independence confirmed .
-
Attendance/Engagement: No attendance shortfalls; committee meeting cadence suggests active engagement .