R. Newcomb Stillwell
Tonix Pharmaceuticals HoldingAbout R. Newcomb Stillwell
R. Newcomb Stillwell, age 68, has served as an independent director of Tonix Pharmaceuticals since March 2023. He spent 1984–2021 at Ropes & Gray LLP, including as co‑managing partner of the Boston office, and holds an A.B. from Princeton University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ropes & Gray LLP | Co‑Managing Partner, Boston office; various roles | 1984–2021 | Extensive advisory experience on life science and healthcare transactions used to inform TNXP board service |
External Roles
- No other current public company directorships disclosed for Stillwell in the proxy .
Board Governance
- Independence: The Board determined Stillwell is independent under NASDAQ listing rules .
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member .
- Attendance: Company disclosed each director attended at least 75% of Board and committee meetings in FY2024 .
- Board structure: CEO is Chair; Lead Independent Director role held by James Treco; Audit chaired by Treco; Compensation chaired by Margaret Smith Bell; Nominating chaired by Richard Bagger .
| Governance Item | Detail |
|---|---|
| Independence Status | Independent director (NASDAQ definition) |
| Board Tenure Start | March 2023 |
| Committees | Audit (Member); Nominating & Corporate Governance (Member) |
| FY2024 Attendance | ≥75% Board and applicable committee meetings |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $55,000 | Non-employee director retainer; lead director receives $75,000 (not applicable to Stillwell) |
| Meeting Fees | Not disclosed | No per‑meeting fees disclosed |
| Committee Chair Fees | Not applicable | Stillwell not a chair |
Performance Compensation
| Award Type | Grant Date | Fair Value (USD) | Quantity | Vesting | Other Terms |
|---|---|---|---|---|---|
| Stock Options | 2024 | $16,499 | Not disclosed | Vest at next annual meeting of shareholders | Fair value per Black‑Scholes; value may differ from realized |
| Options Outstanding (as of 12/31/2024) | — | — | 33 shares underlying options | — | Aggregate underlying options per director as of year-end |
Insider Trades (Section 16)
| Date | Filing | Transaction | Security | Quantity | Notes |
|---|---|---|---|---|---|
| May 13, 2025 | Form 4 | Award (grant) | Stock Options | 10,000 | Director option award reported; company IR Form 4 page and summary data |
| Mar 15, 2023 | Form 4 | Reported transaction | — | — | Initial Form 4 filing for Stillwell; details on EDGAR index |
Note: Insider trading summary values are from third‑party site; refer to company IR Form 4 links for official filings and details.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed in proxy |
Expertise & Qualifications
- Legal and transaction expertise from Ropes & Gray with a focus on life sciences and healthcare deals; Princeton A.B. and Harvard Law J.D. .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Exercisable/Outstanding |
|---|---|---|---|
| R. Newcomb Stillwell | 41 | * (<1%) | Aggregate underlying options outstanding per director: 33 (as of 12/31/2024) |
- Shares Outstanding reference: 6,877,816 as of March 28, 2025 .
- Hedging/Pledging: Directors and employees are prohibited from hedging or pledging Tonix stock, short sales, or standardized options trading under the Insider Trading Policy .
Governance Assessment
-
Positives:
- Independent director with legal/transaction expertise relevant to biopharma; serves on Audit and Nominating committees supporting oversight and board composition .
- Board disclosed robust committee activity (Audit 10, Compensation 6, Nominating 4 meetings in FY2024) and ≥75% attendance for directors, indicating engagement .
- Prohibition on hedging/pledging strengthens alignment and reduces conflict risk .
- No related‑party transactions in the last two fiscal years; policy requires Nominating & Corporate Governance Committee review and board approval with recusals .
-
Potential concerns:
- Alignment risk: very small personal beneficial holding (41 shares; <1% of outstanding) may limit direct economic exposure relative to company performance; equity awards are time‑vested options rather than performance‑conditioned instruments .
- Combined Chair/CEO structure increases reliance on Lead Independent Director and committee oversight to mitigate concentration of authority .
-
Signals:
- Standardized director pay structure (cash retainer + annual option grant) with vesting at next annual meeting; use of independent compensation consultant (Aon) for benchmarking suggests attention to market competitiveness and governance best practices .
RED FLAGS
- Low beneficial ownership (41 shares; <1%) relative to outstanding shares—potentially weak “skin‑in‑the‑game” signal for alignment .
- No performance metrics tied to director equity awards disclosed; options vest based on service, not TSR/operational KPIs .
References
- Director biography, age, tenure, and education
- Independence status, board leadership, and committee structure
- Meeting counts and attendance
- Director compensation (cash retainer and options) and vesting
- Beneficial ownership table and shares outstanding
- Insider trading policy (hedging/pledging prohibition)
- Related‑party transactions policy and disclosure (none in last two fiscal years)
- Compensation Committee use of independent consultant (Aon)
- Insider trades (Form 4 links and summary)