Mark J. Bonney
About Mark J. Bonney
Independent director since July 2020; currently Audit Committee Chair, Compensation Committee member, and Chair of the Independent Transaction Committee. President & CEO of On Board Advisors, LLC; prior CEO/CFO experience across multiple public companies. Education: B.S. in Business (Central Connecticut State University) and MBA in Finance (University of Hartford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MRV Communications, Inc. | President & CEO; Director | Dec 2014–Aug 2017; Director Apr 2013–Aug 2017 | Led sale of company; public company CEO and board experience |
| RhythmOne plc | President & CEO; Interim CFO; Director | May 2018–Apr 2019; Interim CFO Feb–Apr 2019 | Digital advertising operator; operational turnaround leadership |
| SeaChange International, Inc. | Director; Executive Chair & PEO; Independent Chairman | Aug 2017–Dec 2019; Exec Chair Apr–Oct 2019; Indep Chair Oct–Dec 2019 | Governance and strategic oversight in software |
| Zix Corporation | Director | Jan 2013–Dec 2021 | Cloud email security; long-tenured public board service |
| Sigma Designs, Inc. | Director | Aug 2012–Aug 2015 | Semiconductor board experience |
| Direct Brands, Inc. | EVP & CFO | 2010–2012 | Finance leadership in DTC media |
| JDS Uniphase (JDSU) | VP & GM, Authentication Solutions | 2008–2010 | Business unit leadership; optical/telecom sector |
| American Bank Note Holographics | Director; EVP & CFO | Director 2003–2005; EVP & CFO 2005–2008 | Corporate finance; acquired by JDSU |
| Axsys Technologies, Inc. | President, COO, Director | 1999–2002 | Operations in aerospace/defense components |
| Zygo Corporation | CFO | 1993–1999 | Semiconductor/industrial components finance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Plug Power Inc. | Director | Since July 2023 | Public company board in green hydrogen |
| Zix Corporation | Director | Jan 2013–Dec 2021 | Prior public board (merged) |
| SeaChange International, Inc. | Director; Executive Chair; Independent Chair | Aug 2017–Dec 2019 | Executive leadership on board |
| MRV Communications, Inc. | Director | Apr 2013–Aug 2017 | Telecom equipment |
| Sigma Designs, Inc. | Director | Aug 2012–Aug 2015 | Smart home SoC |
Board Governance
- Independence: Board determined Bonney is independent under SEC and Nasdaq rules .
- Committee assignments (as of April 2025): Audit Chair; Compensation member; Governance not listed; Independent Transaction Committee Chair .
- Attendance: Board met 11 times in 2024; each incumbent director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Transaction Committee: Formed of independent directors; retained GuideCap Partners LLC for fairness opinion; members receive $10,000 quarterly fee .
- Compensation Committee activity: Met six times in 2024; oversees executive and director compensation .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Board retainer (cash unless elected as stock) | $100,000 policy | $100,000 policy |
| Audit Committee chair fee | $40,000 policy | $40,000 policy |
| Independent Transaction Committee quarterly fee | $10,000 per quarter (members) | $10,000 per quarter (members) |
| Compensation/Governance chair fee (if applicable) | $15,000 policy | $15,000 policy |
| Fees earned or paid in cash (Bonney) | $55,000 | $70,000 |
| Director stock awards grant-date fair value (Bonney) | $77,224 | $73,727 |
- Equity election mechanics: Non-employee directors may elect 50% or 100% of annual compensation in restricted stock; shares granted based on 30-day average closing price before grant .
- Bonney’s elections and share counts:
- June 2023: elected 50% stock; received 14,092 restricted shares; vesting risk lapsed June 13, 2024 (earlier of Annual Meeting) .
- June 2024: elected 50% stock; received 10,593 restricted shares; risk of forfeiture lapses June 3, 2025 (earlier of Annual Meeting or June 18, 2025), subject to continued service .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity awards are time-based restricted stock, not PSU/options with performance conditions |
| Options/PSUs for directors | Not part of director compensation program; equity is restricted stock per policy |
| Clawbacks/tax gross-ups for directors | Not disclosed for director compensation (company-wide clawback policy not referenced in director section) |
Director pay is primarily retainer plus time-based restricted stock; no performance conditions are disclosed for non-employee director awards .
Other Directorships & Interlocks
| Company | Relationship to TTSH | Potential Interlock/Conflict |
|---|---|---|
| Plug Power Inc. (public) | No disclosed supplier/customer relationship with TTSH | No interlock disclosed |
| Prior boards (Zix, SeaChange, MRV, Sigma Designs, RhythmOne) | Historical roles across technology/media | No TTSH related-party transactions disclosed from these affiliations |
- Related-party transactions: Audit Committee reviews related person transactions; no Bonney-related transactions disclosed in proxies reviewed .
Expertise & Qualifications
- Financial and operating expertise: Former CFO (Zygo, American Bank Note Holographics, Direct Brands); former CEO (MRV, RhythmOne); extensive public-company governance .
- Domain experience: Technology, telecom, software, advertising, semiconductors; strategic and financial oversight .
- Qualifications cited by TTSH for Bonney’s board service: Significant CEO/CFO experience; substantial public board experience .
Equity Ownership
| Metric | As of Apr 22, 2024 | As of Apr 8, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 105,221 | 115,814 |
| Ownership % of outstanding | <1% | <1% |
| Restricted stock held (context) | 14,092 granted Jun 2023; vested Jun 13, 2024 | 10,593 granted Jun 2024; scheduled to vest Jun 3, 2025 |
| Pledging/hedging | Company policy prohibits hedging and pledging (without prior CFO approval) and margin accounts; pre-clearance required for trades | |
| Ownership guidelines | Non-employee directors required to hold ≥3x annual retainer; compliance by Feb 28, 2026 (or 5 years from initial election, whichever later); retain ≥50% of shares until compliance |
Governance Assessment
- Committee leadership and expertise: Bonney’s Audit Chair role and prior CFO/CEO background support board effectiveness on financial reporting, risk oversight, and controls. His leadership on the independent Transaction Committee adds process credibility to complex corporate actions .
- Independence and engagement: Affirmed independent under SEC/Nasdaq; met attendance thresholds; Compensation Committee met six times in 2024, suggesting active governance cadence .
- Director compensation and alignment: Mix of cash plus restricted stock (50% elected in 2023 and 2024) aligns director incentives with shareholder outcomes; stock ownership guidelines and anti-hedging/pledging policy strengthen alignment. Bonney’s beneficial ownership is modest (<1%), but guidelines require increased holding by 2026, with retention requirements until met .
- Potential conflicts and signals:
- Going-dark Transaction: Independent Transaction Committee (Bonney and Solheid) recommended the reverse/forward split and deregistration; members receive $10,000 quarterly fees. While standard for special committees, investors should note additional compensation and the high insider ownership (directors/executives 36.9%) planning to vote “FOR,” which concentrates influence on a decision that reduces disclosure and liquidity. A fairness opinion supports the $6.60 cash-out price .
- Post-Transaction reporting: After deregistration, Section 16 reporting ends and public disclosure decreases, reducing transparency on insider trades and governance; the company intends to continue audited financials for shareholders but with less public information .
- RED FLAGS to monitor:
- Reduced transparency and liquidity post-deregistration, including cessation of SEC filings and exchange listing .
- Concentrated insider ownership influencing votes on the Transaction .
- Any related-party transactions (none disclosed for Bonney), and adherence to anti-pledging policy .