Tucker Highfield
About Tucker Highfield
Tucker Highfield (age 48) was appointed as an independent director of TON Strategy Company in August 2025; he chairs the Governance and Nominating Committee and serves on the Audit Committee . He is Group Chief Financial Officer of Genesis Digital Assets (since June 2023) and previously led Asia Pacific Equity Capital Markets at Bank of America Merrill Lynch (Aug 2018–Mar 2023) after senior equity syndicate roles at Credit Suisse (2013–Apr 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesis Digital Assets | Group Chief Financial Officer | Jun 2023–present | Finance leadership in Bitcoin mining operations |
| Bank of America Merrill Lynch | Managing Director, Head of APAC ECM | Aug 2018–Mar 2023 | Led equity syndicate/ECM origination and distribution |
| Credit Suisse | Head of Equity Syndicate, APAC; prior ECMA roles | 2013–Apr 2018 | Structured/priced IPOs, equity-linked; regional leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Genesis Digital Assets | Group CFO | No disclosure of public-listing status | Industrial-scale Bitcoin mining; finance oversight |
| Other public company boards | — | — | None disclosed for Highfield in TONX proxy |
Board Governance
- Independence: Board determined Highfield qualifies as independent under Nasdaq rules .
- Committee assignments: Governance & Nominating (Chair), Audit (Member); not on Compensation .
- Committee activity levels (FY2024): Audit met 5 times; Compensation met 6 times; Governance met 2 times .
- Board meetings: Board met 5 times in FY2024; policy expects directors to attend the annual meeting (all directors at the time attended 2024) .
- Election mandate: At the Oct 24, 2025 annual meeting, Highfield received 36,937,197 “For,” 1,908,263 “Withheld,” and 3,380,025 broker non-votes .
Fixed Compensation
Company’s non‑employee director compensation structure (FY2024 context; prior board):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer – Lead Independent Director | $240 thousand |
| Annual cash retainer – other independent directors | $75 thousand |
| Equity awards (illustrative prior director grants) | RSUs and options were granted Nov 8, 2024 to prior directors; unvested RSUs/options accelerated in Aug 2025 per terms |
| Expense reimbursement | Reasonable travel/out‑of‑pocket expenses reimbursed |
| Note: Highfield was appointed in Aug 2025; no FY2024 director compensation reported for him in the proxy . |
Performance Compensation
- No performance-based metrics disclosed for director compensation; say‑on‑pay pertains to NEOs, not directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: Committee members (Sohn Chair, Cary) are independent; no interlocks or relationships requiring disclosure for FY2024; CAP retained as independent compensation consultant for executive and Board compensation .
- No related public company directorships disclosed for Highfield .
Expertise & Qualifications
- Qualifications emphasized by TONX: leadership in global capital markets, CFO experience at a leading Bitcoin mining company, and deep knowledge of blockchain/digital assets .
- Audit Committee composition: Highfield is independent; Sohn designated audit committee financial expert (not Highfield) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Tucker Highfield | — | * (<1%) | No beneficial ownership disclosed as of Sep 25, 2025; 59,987,137 shares outstanding |
| Policy on hedging | — | — | Anti‑hedging policy prohibits directors/officers/employees from hedging or monetization transactions in Company securities |
| Note: “*” denotes less than 1% . No pledging policy disclosed; no pledging by Highfield disclosed . |
Governance Assessment
- Independence and roles: Highfield strengthens independent oversight as Governance & Nominating Chair and Audit member, aligning with Nasdaq independence criteria .
- Shareholder mandate: Strong “For” vote in 2025 supports his appointment and board continuity amid leadership changes .
- Ownership alignment: No disclosed TONX share ownership by Highfield may indicate limited direct financial alignment; mitigated by Company’s anti‑hedging policy enhancing governance alignment .
- Committee effectiveness: Governance Committee met twice in FY2024 and is responsible for nominations and corporate responsibility; Audit met five times, reflecting active financial oversight; Compensation uses CAP and met six times (committee he is not on), indicating structured pay governance .
- Conflicts/related party risk: No related‑party transactions or interlocks involving Highfield disclosed; family relationships and director selection arrangements are absent, reducing conflict risk .
- Shareholder sentiment on pay: 2025 say‑on‑pay passed (36.4M For vs 2.41M Against) with annual frequency adopted, suggesting investor confidence in compensation governance .
Other Reference Tables
Board and Committee Composition (current at proxy date)
| Name | Independent | Audit | Compensation | Governance & Nominating | Director Since |
|---|---|---|---|---|---|
| Tucker Highfield (48) | Yes | Member | — | Chair | 2025 |
| Evan Sohn (57) | Yes | Member; Audit Financial Expert designation applies to Sohn | Chair | — | 2025 |
| Nicolas Cary (40) | Yes | Chair | Member | Member | 2025 |
| Manuel Stotz (41) | No | — | — | — | 2025 |
| Rory J. Cutaia (69) | No | — | — | — | 2014 |
2025 Annual Meeting Voting Results (Proposal 1 – Directors)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Tucker Highfield | 36,937,197 | 1,908,263 | 3,380,025 |
RED FLAGS
- Limited equity ownership alignment: No disclosed TONX share ownership for Highfield as of Sep 25, 2025 .
- Governance bandwidth to monitor: Governance Committee met only twice in FY2024; as new Chair, effectiveness will hinge on cadence and rigor going forward .
Positive Signals
- Clear independence and leadership roles on key oversight committees .
- Strong shareholder support at 2025 election .
- Anti‑hedging policy enhances alignment and discourages misaligned risk-taking .
