Jessica Morris
Tonix Pharmaceuticals HoldingAbout Jessica Morris
Jessica Morris is Chief Operating Officer at Tonix Pharmaceuticals and has been with the company since April 2013. She holds a B.S. in Commerce and a B.A. in Music from the University of Virginia (Echols Scholar) and is 47 years old . Pay-versus-performance disclosures show company net income of -$110M (2022), -$117M (2023), and -$130M (2024) and TSR value of an initial $100 investment of $3.41 (2022), $0.56 (2023), and $0.01 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tonix Pharmaceuticals | Consultant | Apr 2013–Sep 2013 | Early operational/finance support during company build-out |
| Tonix Pharmaceuticals | SVP of Finance | Sep 2013–Oct 2015 | Led finance function |
| Tonix Pharmaceuticals | Chief Administrative Officer | Oct 2015–Jan 2016 | Oversaw administrative operations |
| Tonix Pharmaceuticals | Acting CFO | Jan 2016–Feb 2016 | Interim leadership of finance |
| Tonix Pharmaceuticals | EVP, Operations | Feb 2016–Jan 2018 | Ran operations scaling |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zhong Rong Group | Vice President, Investment Management | Not disclosed | Buy-side investment experience |
| American Capital | Senior Associate, Sponsor Finance | Not disclosed | Sponsor finance underwriting |
| Calvert Street Capital Partners | Vice President, Mezzanine Debt Fund | Not disclosed | Mezzanine capital investing |
| Silicon Valley Bank | Associate, Commercial Finance | Not disclosed | Commercial lending/credit |
| Deutsche Bank | Financial Analyst, Investment Banking | Not disclosed | Investment banking analytics |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $475,000 | $494,000 |
| Actual Annual Bonus ($) | $179,550 | $180,310 |
| Target Bonus % | Not disclosed | Not disclosed |
Performance Compensation
Annual Incentive (Cash Bonus)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate & individual performance goals | Equal weighting of individual vs company performance | Not disclosed | Not disclosed | $179,550 (2023) ; $180,310 (2024) | N/A |
Equity Awards (Options)
| Grant Date | Type | # Options | Exercise Price ($/sh) | Grant Date Fair Value ($) | Expiration | Vesting Details |
|---|---|---|---|---|---|---|
| 2/27/2024 | Stock Option | 100 | $1,177.60 | $107,279 | 2/27/2034 | 1/3 vests on 2/23/2025; remaining vests monthly over 24 months |
| 2/27/2024 | Stock Option (125% premium) | 100 | $1,472.00 | $106,152 | 2/27/2034 | 1/3 vests on 2/23/2025; remaining vests monthly over 24 months |
| 2/15/2023 | Stock Options (time-based) | Not disclosed | $132,416 / $264,800 / $396,992 / $529,408 | Not disclosed | 2/15/2032 | 10% on 2/15/2023; 10% on 2/15/2024; 40% on 2/15/2025; 40% on 2/15/2026 |
| 2/9/2026 | Stock Option (price-goal vesting) | 1 exercisable, 1 unexercisable line item | $3,219,200,000.00 | Not disclosed | 2/9/2026 | Vests 1/3 upon achieving average closing price goals of $3,840,000,000.00, $4,480,000,000.00, $5,120,000,000.00 for 20 consecutive trading days; minimum 1-year service |
Option awards reported in the Summary Compensation Table total $274,049 (2023) and $213,431 (2024) .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 297 shares; less than 1% of outstanding |
| Shares outstanding reference | 6,877,816 shares outstanding as of March 28, 2025 |
| Current exercisable/options within 60 days | Includes 297 shares underlying options exercisable within 60 days |
| Hedging/pledging policy | Company prohibits hedging and pledging of Tonix stock for all employees and directors |
- Stock ownership guidelines and compliance status: Not disclosed.
- Vested vs unvested breakdown beyond the 60-day exercisable figure: Not fully disclosed.
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Employment Agreement dated Feb 23, 2021; initial 1-year term with automatic 1-year renewals unless non-renewal notice 60 days prior to term end |
| Base Salary (agreement reference) | $522,912 per annum as of March 1, 2025 |
| Severance (without Cause / Good Reason) | Lump-sum equal to 12 months base salary; 12 months continuation of health benefits for employee and eligible dependents; acceleration of unvested stock awards for the number of awards that would have vested over the 12 months following termination |
| Death/Disability | Fully earned but unpaid base salary through end of month of termination |
| Definitions | Cause and Good Reason defined (fraud/embezzlement, felony, unauthorized disclosure, gross negligence/failure to perform, material policy breach; Good Reason includes material diminution in title/authority/compensation, material relocation, material breach, or non-renewal) |
| Change-of-control cash benefits | Company policy: no single-trigger cash change-in-control benefits; acceleration only upon actual termination events |
| Retirement benefits | None provided (no traditional plan or SERP) |
| Tax gross-ups | None provided |
| Perquisites | Limited; executives eligible for same benefits as non-executive salaried employees; no additional perquisites |
| Clawback | Not disclosed |
| Non-compete / Non-solicit | Not disclosed |
Say-on-Pay & Shareholder Feedback
- Majority support in May 2022 tri-annual say-on-pay; next say-on-pay at 2025 Annual Meeting .
- Board recommends three-year frequency for advisory vote on executive compensation .
Pay vs Performance (Company-Level Reference)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ Millions) | (110) | (117) | (130) |
| TSR – value of $100 investment ($) | 3.41 | 0.56 | 0.01 |
Investment Implications
- Alignment: Compensation emphasizes at-risk pay via stock options, including premium strike price grants and multi-year vesting; company prohibits hedging/pledging, which strengthens alignment .
- Ownership: Beneficial ownership is de minimis (<1%), with 297 shares/options currently exercisable within 60 days; alignment relies more on future option value than current share ownership .
- Retention risk: Auto-renewal employment agreement and severance/benefit continuation plus 12-month vesting acceleration support retention; no tax gross-ups or retirement benefits reduce shareholder-unfriendly features .
- Performance linkage: Annual cash incentives tie to corporate and individual goals with equal weighting; equity awards include explicit price-goal vesting schedules on certain grants, creating direct linkage to share price outcomes .
- Monitoring: Upcoming 2025 say-on-pay provides a shareholder feedback checkpoint; track Form 4 filings for any option exercises or sales to assess potential near-term selling pressure as 2024–2026 vesting tranches become exercisable .