Evan Sohn
About Evan Sohn
Evan Sohn, age 57, is an independent director of TON Strategy Company (TONX), appointed to the Board on August 7, 2025. He serves as Chair of the Compensation Committee and member of the Audit Committee, and is designated an “audit committee financial expert.” His background spans executive leadership in technology and recruiting, including CEO roles and senior sales leadership across payments and retail-tech; he currently leads Aura Intelligence and chairs Nixxy, Inc. (Nasdaq: NIXX), the successor to Recruiter.com. Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Recruiter.com | Chief Executive Officer | Jul 2020 – Jun 2023 | Led recruiting platform; drove public-company transition culminating in successor entity Nixxy, Inc. |
| Veea Inc. | Vice President of Sales | Apr 2018 – Jul 2020 | Retail solutions; commercial leadership |
| Poynt Inc. (acquired by GoDaddy) | Vice President of Sales | 2015 – 2018 | Payments platform; scaled sales pre-acquisition |
| VeriFone, Inc. | Vice President of Sales | Not disclosed | Electronic payments; senior sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aura Intelligence | Chief Executive Officer | 2023 – Present | SaaS workforce analytics and insights platform |
| Nixxy, Inc. (Nasdaq: NIXX) | Chairman of the Board | Apr 2019 – Present | Joined as Chairman in Apr 2019; currently chairs successor to Recruiter.com |
| Sohn Conference Foundation | Co-founder and Vice President | Not disclosed | Non-profit focused on childhood disease treatment |
Board Governance
- Independence: The Board determined Evan Sohn is independent under Nasdaq rules alongside Nicolas Cary and Tucker Highfield.
- Committee assignments:
- Audit Committee: Member; independence confirmed; designated “audit committee financial expert.” Audit Committee met 5 times in FY 2024 (context; Sohn appointed in 2025).
- Compensation Committee: Chair; independence confirmed; committee met 6 times in FY 2024 (context; Sohn appointed in 2025). The committee engaged Compensation Advisory Partners (CAP) to advise on executive and Board pay.
- Compensation Committee interlocks: None; no insider participation or relationships requiring disclosure.
- Board/meeting attendance: Board met 5 times in FY 2024; attendance data for Evan Sohn not disclosed (joined in 2025).
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Interlocks/Notes |
|---|---|---|---|---|
| Nixxy, Inc. | Nasdaq (NIXX) | Chairman | Not disclosed | No interlocks disclosed with TONX suppliers/customers/competitors |
Expertise & Qualifications
- Executive leadership in technology and recruiting (CEO of Aura Intelligence; former CEO of Recruiter.com); senior sales leadership in payments (VeriFone, Poynt) and retail tech (Veea).
- Public company board experience and current chair role at Nixxy, Inc. (Nasdaq: NIXX).
- Audit Committee financial expert designation, strengthening financial oversight and audit-quality accountability.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 2,629 |
| Ownership (% of shares outstanding) | Less than 1% |
| Methodology note | Beneficial ownership includes shares issuable within 60 days under options/RSUs; applies generally to table methodology (no RSU/option details for Sohn disclosed). |
Governance Assessment
- Board effectiveness signals: Independence designation; service as Compensation Committee Chair; and Audit Committee financial expert status strengthen pay oversight and financial reporting integrity.
- Pay governance infrastructure: Use of independent compensation consultant (CAP) and formal committee charters available on the company’s website indicate baseline governance hygiene (committee charters referenced in proxy).
- Conflicts and related-party context: No related-party transactions disclosed for Evan Sohn. Related-party transactions involve Kingsway Capital (Executive Chairman affiliation) via a 20-year advisory services agreement with a one-time $3.0M setup fee and ongoing annual fee equal to 2.0% of market capitalization—an area for Compensation Committee and Board oversight to mitigate perceived influence and ensure shareholder alignment.
- Independence robustness: Board disclosed that Cary’s independence was assessed despite payments to Blockchain.com; Evan Sohn’s independence affirmed with no disclosed ties to TONX counterparties, supporting governance credibility.
- Risk indicators: Anti-hedging policy prohibits hedging/monetization by directors, supporting alignment; no pledging policy disclosure; no legal proceedings, SEC investigations, or related-party transactions disclosed for Sohn.
RED FLAGS to monitor: Scale and term of Kingsway advisory arrangement (2% of market cap, 20-year term) could create perception risks; Compensation Committee leadership should ensure rigorous oversight, clear benchmarking, and transparent disclosure of decision rationale.
