Nicolas Cary
About Nicolas Cary
Nicolas Cary, age 40, joined TON Strategy Company’s Board in August 2025. He is Co‑Founder of Blockchain.com and has served as Vice Chairman of Blockchain.com Group Holdings since 2013; he also founded the Blockchain Commission for Sustainable Development and co‑founded SkysTheLimit.org, serving as Chairperson of its Board . The Board has determined Cary is independent; this determination considered that TON Strategy Company made payments to a cryptocurrency financial services company where Cary is an employee and director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PipelineCRM (SaaS) | Founding partner and manager of customer operations | 2007–2013 | Early-stage operating leadership in SaaS customer operations |
| Teaching/Field Work (India) | English teacher; poverty reduction assessments | Prior to 2007 (not specified) | Community development and international exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blockchain.com Group Holdings | Co‑Founder; Vice Chairman | 2013–present | Executive leadership in crypto financial services |
| Blockchain Commission for Sustainable Development | Founder Commissioner | Not specified | Policy and sustainability focus in blockchain |
| SkysTheLimit.org | Co‑Founder; Chairperson of the Board | Not specified | Nonprofit platform for underrepresented entrepreneurs |
Board Governance
| Attribute | Details |
|---|---|
| Board service start | August 2025 |
| Independence status | Independent (Nasdaq criteria); Board considered payments to a crypto financial services company where Cary is affiliated |
| Committees | Audit Committee (Chair); Compensation Committee (Member); Governance and Nominating Committee (Member) |
| Audit Committee composition | Cary (Chair), Evan Sohn (financial expert), Tucker Highfield; all independent |
| Compensation Committee composition | Evan Sohn (Chair), Cary; both independent; qualify as non‑employee and outside directors |
| Governance & Nominating composition | Tucker Highfield (Chair), Cary; both independent |
| Board meeting policy | Directors are required to make a concerted effort to attend the annual meeting; all directors serving at the time attended the 2024 annual meeting |
| Committee meeting cadence (FY2024) | Audit: 5; Compensation: 6; Governance & Nominating: 2 (Cary joined in 2025; these are baseline frequencies) |
Other Directorships & Interlocks
- No public company directorships disclosed for Cary; roles cited are private company, nonprofit, and policy organizations .
Expertise & Qualifications
- Digital assets and technology executive leadership; co‑founded and led major crypto financial services company .
- Prior SaaS operational leadership; international development exposure .
- Current governance roles include Audit Chair and member of Compensation and Governance & Nominating Committees, indicating trust in oversight and remuneration governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Nicolas Cary | Not reported (dash in table) | <1% | September 25, 2025 |
Governance Assessment
- Committee leadership and breadth: Cary is Audit Committee Chair and serves on Compensation and Governance & Nominating, concentrating oversight responsibilities in a recently appointed independent director . The Audit Committee includes a designated financial expert (Sohn), not Cary, which balances expertise on the committee .
- Independence with related‑party sensitivity: The Board explicitly considered TON Strategy Company’s payments to a cryptocurrency financial services company where Cary is an employee/director in assessing his independence, and still determined him independent. This indicates awareness of potential conflicts but leaves limited disclosure on the magnitude/terms of such payments, a monitoring point for investors .
- Ownership alignment: Cary reported less than 1% beneficial ownership with no shares listed, suggesting limited direct “skin‑in‑the‑game” relative to influence as Audit Chair; watch for future equity grants or share accumulation to enhance alignment .
- Governance infrastructure: Anti‑hedging policy in place, prohibiting directors/officers from hedging or monetization transactions in TON Strategy Company securities, supporting alignment for all insiders .
- Compensation governance resources: Compensation Advisory Partners (CAP) was retained to advise on executive and board compensation; while the proxy notes advisory services and peer review, it does not disclose consultant independence assessments beyond scope and no interlocks, which is standard but should be revisited as committee practices evolve under Cary’s participation .
RED FLAGS to monitor:
- Related‑party exposure: Payments to a crypto financial services company where Cary is affiliated; future disclosures should quantify and describe services/terms to ensure arm’s‑length treatment .
- Low ownership alignment: Beneficial ownership <1% may weaken perceived alignment for an Audit Chair; monitor for equity grants or purchases .
Positive signals:
- Strong committee coverage and independence across Audit, Compensation, and Governance & Nominating; Audit Committee includes a designated financial expert (Sohn), and all members are independent .
- Anti‑hedging policy enhances alignment and reduces risk of misaligned incentives for directors .
