Tyson Marshall
Alphatec HoldingsAbout Tyson Marshall
Tyson Marshall is General Counsel & Corporate Secretary at Alphatec Holdings (ATEC), serving in this role since July 19, 2023; age 51 as disclosed in the 2025 proxy . He joined ATEC in 2017 as Director of Legal Affairs, became Vice President, Associate General Counsel (2018–2023), and previously held in-house roles at Mad Catz Interactive (Associate General Counsel 2013–2016; General Counsel & Corporate Secretary 2016–2017), following more than ten years in private practice including eight years at Morrison & Foerster and prior litigation work at Fish & Richardson; he holds a J.D. magna cum laude from University of San Diego and a B.S. in Psychology from BYU . Company performance during his current tenure includes 2024 revenue of $612 million (+27% YoY), adjusted EBITDA margin improvement of >690 bps YoY, and Q4’24 free cash flow of $9 million . Within ATEC’s 2024 compensation peer group, ATEC ranked at the 90th percentile for 1-year revenue growth and 85th percentile for 3-year revenue CAGR; TSR percentile ranks were 19% (1-year) and 75% (3-year) as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alphatec Holdings (ATEC) | Director of Legal Affairs | 2017–2018 | Not disclosed |
| Alphatec Holdings (ATEC) | Vice President, Associate General Counsel | 2018–2023 | Not disclosed |
| Mad Catz Interactive, Inc. | Associate General Counsel | 2013–2016 | Not disclosed |
| Mad Catz Interactive, Inc. | General Counsel & Corporate Secretary | 2016–2017 | Not disclosed |
| Morrison & Foerster | Securities Litigation Enforcement & White Collar Defense (Attorney) | 8 years (tenure length disclosed) | Not disclosed |
| Fish & Richardson, P.C. | Securities and IP litigator | Years not disclosed | Not disclosed |
External Roles
None disclosed in ATEC filings reviewed for 2024–2025 .
Fixed Compensation
- Tyson Marshall is not a Named Executive Officer (NEO); base salary, target bonus %, and actual bonus paid are not individually disclosed in the proxy . ATEC’s executive compensation framework uses base salary plus annual short-term incentives and multi-year equity awards for executive officers generally .
Performance Compensation
ATEC’s 2024 Annual Short‑Term Incentive Compensation Plan for executive officers was tied to revenue (75% weighting) and adjusted EBITDA (25% weighting), with payout curves and committee discretion for individual performance; the plan funded at an aggregate 105% based on actuals. In January 2025, for Senior Leadership Team including NEOs, 50% of the 2024 annual bonus was paid in cash and 50% in RSUs that vest on December 5, 2025 .
| Metric | Weighting | Target (Plan Design) | Actual Payout (Corporate) | Weighted Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Revenue | 75% | Company global revenue target with threshold at 96% of target; aggressive target set (+36% vs prior year target) | 102% | 76% | Committee could adjust for individual performance; half the 2024 bonus paid in RSUs vesting 12/5/2025 |
| Adjusted EBITDA | 25% | Company adjusted EBITDA target; challenging threshold/target | 114% | 29% | Same as above; bonus payouts ranged ~97%–111% of target for NEOs |
Long-term incentives used PRSUs based on 2024 global revenue growth and time-based RSUs; PRSUs earned at 127% of target based on 27% YoY revenue growth, vesting ratably over three years (one‑third annually on March 5, 2025/2026/2027) .
Equity Ownership & Alignment
| Policy/Guideline | Details |
|---|---|
| Stock Ownership Guidelines (coverage) | Apply to non-employee directors, CEO, and all Section 16 officers (including NEOs) |
| Targets | Non-employee directors: 3.0x cash retainer; CEO: 5.0x base salary; Section 16 officers: 1.0x base salary |
| Counts toward guideline | Shares owned outright; vested/unvested time-based restricted stock and RSUs |
| Does not count | Vested/unvested stock options; unearned PRSUs |
| Time to achieve | Within 5 years of becoming subject to the guidelines |
| Hedging/Pledging | Insider Trading Policy prohibits short sales, margin loans, collars/hedges, and transactions in publicly traded options on ATEC securities (exceptions only with prior approval) |
| Clawback | Policy adopted effective Dec 1, 2023 pursuant to Exchange Act Rule 10D‑1/Nasdaq; allows recovery of excess incentive compensation after a restatement over prior 3 completed fiscal years |
Note: Beneficial ownership for Tyson Marshall was not individually listed in the 2025 proxy’s ownership table (which itemizes NEOs and directors), so his share counts and pledged shares, if any, are not disclosed; the Insider Trading Policy prohibits pledging and hedging .
Employment Terms
| Item | Tyson Marshall |
|---|---|
| Current role | General Counsel & Corporate Secretary (appointed July 19, 2023) |
| Employment at-will | Executive officers are at-will and party to employment agreements approved by the Board/Compensation Committee |
| Severance Agreement (executed) | ATEC entered an Executive Severance Agreement with Tyson Marshall on July 19, 2023 |
| Severance cash (no cause termination) | Lump sum equal to 1.0x the higher of (i) annual target total cash compensation (base + target bonus) or (ii) average annual total cash compensation for prior 3 calendar years |
| COBRA benefits | Company-paid health and dental insurance premiums for 18 months |
| Equity post-termination | Post-termination exercise period for vested stock options extended to the later of (i) 90 days post-termination or (ii) the remaining term of such awards |
| Conditions | Severance payable only if termination is involuntary (not due to retirement, death, or disability), not for Cause; Executive must execute a general release and return company property; not eligible for severance under other plans |
| Change-in-Control (CIC) | No Tyson‑specific CIC agreement was disclosed in the filings reviewed; ATEC’s program generally provides double‑trigger cash severance for NEOs and accelerated vesting of service‑based awards, with no excise tax gross‑up |
Additional governance role signals:
- Named as a Proxy for shareholders in 2025 (appointment of Patrick S. Miles and Tyson Marshall as “Named Proxies”) .
- Listed contact for notices in a convertible notes hedging confirmation (General Counsel contact) .
Investment Implications
- Alignment: The executive framework emphasizes pay-for-performance via revenue/EBITDA short-term metrics and multi-year equity vesting; hedging/pledging prohibitions and formal clawback increase alignment and reduce agency risk .
- Retention: Tyson’s severance terms (1x greater of target total cash or 3-year average; 18 months COBRA; option exercise extension) provide moderate retention/transition support without excessive guarantees; no CIC gross-ups per policy and no Tyson-specific CIC agreement found, suggesting balanced protection .
- Performance backdrop: ATEC’s 2024 execution delivered 27% revenue growth, >690 bps adjusted EBITDA margin improvement, and positive Q4 FCF, which drove above-target incentive funding and PRSU earning at 127% of target—supportive of performance-linked pay outcomes .
- Governance quality: 85% Say‑on‑Pay support in 2024, independent Compensation Committee with an independent advisor (Compensia), and clearly articulated ownership and clawback policies point to shareholder‑responsive governance .
- Data gaps: Individual compensation and ownership details for Tyson are not reported (not a NEO), limiting precision on insider selling pressure and ownership guideline compliance; monitoring Form 4 filings would be required to assess trading activity and ownership changes .
No related-party transactions involving Tyson Marshall were reported, and ATEC maintains a formal related‑person transaction policy; none were disclosed for 2024–2025, reducing conflict risk .