Carolyn Taylor
Tonix Pharmaceuticals HoldingAbout Carolyn Taylor
Carolyn Taylor (age 65) is an independent director of Tonix Pharmaceuticals Holding Corp. (TNXP) since July 2021. She is a Columbia Law School graduate (J.D.) with a B.A. from Brown University and has broad transactional and general counsel experience in financial technology and at Covington & Burling LLP. Her biography emphasizes legal and deal-making credentials relevant to governance and compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strike Protocols Inc. (fintech) | General Counsel | 2019–2020 | Senior legal leadership for fintech operations |
| Covington & Burling LLP | Partner / Of Counsel (various) | 1989–2000; 2004–2015 | Transactional legal practice; broad deal experience |
| Longitude, Inc. (financial services) | EVP & General Counsel | 2000–2003 | Executive legal role; transactional oversight |
External Roles
- No current public company directorships are listed for Ms. Taylor in TNXP’s proxy biography; disclosed roles are prior legal and fintech positions (no other public boards identified) .
Board Governance
| Governance Aspect | Details |
|---|---|
| Independence | Board determined Ms. Taylor is independent under Nasdaq rules . |
| Board/Committee Attendance | All directors (including Ms. Taylor) attended at least 75% of Board and applicable committee meetings in 2024 . |
| Committee Assignments | Compensation Committee, Member (not Chair) . |
| Lead Independent Director | James Treco; leads executive sessions and independent director meetings; liaison to Chair/CEO . |
| Prohibited Practices | Company policy prohibits hedging or pledging Tonix stock and short sales/options by directors and employees . |
| Related-Party Transactions | None in the last two fiscal years; related-party policy requires committee review/approval; directors with interests must recuse . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer (Director) | $55,000 | $55,000 | Lead Director receives $75,000; Ms. Taylor is a director, not Lead Director . |
| Meeting/Committee Fees | Not disclosed | Not disclosed | Proxy describes retainers; no separate meeting fees disclosed . |
Notes: Non-employee director retainers increased to $55,000 in March 2023; remained $55,000 in 2024 .
Performance Compensation
| Equity Award Design | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Stock Options (grant-date fair value) | $27,475 | $16,499 | Options vest at the next annual meeting of shareholders . |
- No performance metrics are disclosed for non-employee director equity; awards are time-based stock options that vest at the next annual meeting .
- Plan guardrail: maximum total annual value per non-employee director (cash + equity) generally capped at $350,000; exceptions up to $500,000 for extraordinary circumstances, per Incentive Plan .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Considerations |
|---|---|---|
| None disclosed | — | No interlocks or related-party relationships disclosed involving Ms. Taylor . |
Expertise & Qualifications
- Legal/Transactional Expertise: Former GC roles and senior law firm experience; “broad transactional experience” highlighted by TNXP .
- Education: J.D., Columbia Law School; B.A., Brown University .
- Governance Relevance: Skillset aligns with Compensation Committee duties (contracts, equity plans, disclosures) .
Equity Ownership
| Metric | Amount | Date/Detail |
|---|---|---|
| Total Beneficial Ownership (shares) | 41 | As of March 28, 2025 . |
| % of Shares Outstanding | <1% | Based on 6,877,816 shares outstanding . |
| Vested/Exercisable within 60 days | 41 options | Footnote indicates all 41 are options exercisable within 60 days . |
| Unvested/Unexercisable | Not disclosed | — |
| Pledged Shares | None allowed (policy prohibits pledging) | Company Insider Trading Policy . |
Director Compensation Mix and Trends
| Year | Cash Retainer | Option Award Value | Total |
|---|---|---|---|
| 2023 | $55,000 | $27,475 | $82,475 |
| 2024 | $55,000 | $16,499 | $71,499 |
- Mix shifted modestly away from equity in 2024 (options grant-date value declined), while cash retainers remained stable; this suggests a cautious approach to director equity dilution during 2024 .
Governance Assessment
-
Strengths
- Independent director on Compensation Committee; committee engages an independent consultant (Aon) reporting directly to the Committee, supporting robust pay governance .
- Prohibition on hedging and pledging aligns director incentives with long-term shareholders and reduces alignment risk .
- No related-party transactions disclosed in the last two fiscal years (reduced conflict risk), and a formal related-party policy is in place .
- Attendance threshold (≥75%) achieved by all directors, indicating baseline engagement .
-
Watch items / potential red flags
- The company notes only the CEO attended last year’s annual shareholder meeting; while no attendance policy exists, limited director presence at the annual meeting can be viewed negatively by some investors (board-level observation, not specific to Ms. Taylor) .
- Frequent capital structure actions (e.g., broad reverse split authorization range) are company-level risk signals; they do not implicate Ms. Taylor directly but may increase the importance of Compensation Committee oversight on equity usage and dilution .
-
Overall View
- Ms. Taylor’s legal and transactional background is well-matched to TNXP’s Compensation Committee remit. Independence, non-pledging policy compliance, and absence of related-party ties support investor confidence. Continued monitoring of equity grant sizing/dilution and visible director-shareholder engagement would further strengthen governance optics .