Margaret Smith Bell
Tonix Pharmaceuticals HoldingAbout Margaret Smith Bell
Margaret Smith Bell, age 65, has served as an independent director of Tonix Pharmaceuticals Holding Corp. since September 2017. She holds a B.A. from Wesleyan University and an M.B.A. from The Wharton School; her core credentials are in healthcare equity research and portfolio management, including senior roles at Standard Life Investments and Putnam Investments. Her background emphasizes healthcare industry expertise and buy-side analytical rigor, which the Board cited as instrumental for her selection.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Life Investments | Vice President; Portfolio Manager and Healthcare Equity Analyst | Not disclosed | Healthcare investment analysis and portfolio management |
| Putnam Investments | Managing Director; Senior Health Care Analyst; Portfolio Manager of Putnam Health Sciences Trust | Not disclosed | Led healthcare fund coverage and portfolio |
| State Street Research | Analyst and Vice President | Not disclosed | Healthcare research coverage |
| Alex. Brown & Sons, Inc. | Research Analyst | Not disclosed | Sell-side healthcare research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beth Israel Deaconess Medical Center | Past member, Board of Overseers | Not disclosed | Advisory/oversight capacity |
Board Governance
- Independence: The Board determined Ms. Bell is independent under Nasdaq Marketplace Rules.
- Committee assignments (FY2024): Audit Committee (Member); Compensation Committee (Chair); Not on Nominating and Corporate Governance Committee.
- Meeting attendance: Each director attended at least 75% of Board and relevant committee meetings in FY2024; Board held 11 meetings, Audit 10, Compensation 6, Nominating & Corporate Governance 4.
- Board leadership: CEO is Chairman; an independent Lead Director (James Treco since March 2021) leads independent director sessions and liaises with the Chair.
- Annual meeting attendance: Only Dr. Lederman attended last year’s annual shareholder meeting; there is no formal policy requiring director attendance.
Fixed Compensation
| Year | Cash Retainer ($) | Additional Chair/Lead Fees ($) | Meeting Fees | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 55,000 | 0 (lead director receives $20k; not applicable to Bell) | Not disclosed | 55,000 |
Performance Compensation
| Year | Instrument | Grant Date | Grant Value ($) | Vesting Schedule | Quantity/Status |
|---|---|---|---|---|---|
| 2024 | Stock options | Date of director grant not separately itemized; options awarded on or around annual cycle | 16,499 (ASC 718 grant-date fair value) | Vest at the next annual meeting of shareholders (May 8, 2025) | 33 options outstanding as of 12/31/2024 for each director |
| 2025 (ownership snapshot) | Options/RSUs (derivatives) | N/A | N/A | Exercisable/vest within 60 days of 3/28/2025 | 45 shares underlying options and RSUs within 60 days (Bell) |
- Equity award timing and practices: Non-employee director options are awarded pursuant to the Incentive Plan on the date of the annual meeting; grants are not timed around MNPI disclosures and follow an annual cycle.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ms. Bell in TNXP’s proxy biography.
- Shared directorships/Interlocks: Not disclosed; no related-party transactions in the last two fiscal years.
Expertise & Qualifications
- Education: B.A., Wesleyan University; M.B.A., The Wharton School, University of Pennsylvania.
- Technical/industry expertise: Extensive healthcare investment research and portfolio management experience across buy-side and sell-side roles.
- Board qualifications noted: Healthcare and investment experience were instrumental to Board selection.
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Composition Notes |
|---|---|---|---|
| March 28, 2025 | 45 | <1% (star denotes less than 1%) | Includes 45 shares underlying options and RSUs exercisable/vest within 60 days ; Shares outstanding: 6,877,816 |
- Hedging/Pledging: Company policy prohibits hedging or pledging of Tonix stock and short sales/options trading by directors and employees.
- Section 16 compliance: Company believes all directors and officers complied with Section 16(a) filings for FY2024.
- Ownership guidelines: Director stock ownership guidelines not disclosed.
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Bell oversees executive and director pay policies, including use of independent consultant Aon plc; the consultant reports directly to the committee, was retained independently of management, and provided peer data—reducing consultant conflict risk.
- Independence and engagement: Bell is classified independent and served on key committees (Audit and Compensation), with reported 75%+ attendance—supporting board effectiveness.
- Pay structure alignment: Director pay is modest and primarily time-based option awards vesting at the next annual meeting, with no disclosed meeting or committee chair fees for Bell (only lead director receives extra), suggesting restrained director compensation.
- Ownership alignment: Beneficial holdings are small (45 derivative-based shares, <1%), indicating limited “skin-in-the-game”; however, anti-hedging/pledging mitigates misalignment risks.
- Conflicts/related-party: No related-party transactions in the last two fiscal years; no family relationships among directors/executives, limiting conflict risk.
- RED FLAGS: Limited equity ownership may be viewed as low alignment; only the CEO attended last year’s annual meeting (no policy requiring attendance), which could be perceived as limited visible shareholder engagement by other directors.