Frank Tinker
About Frank Tinker
Frank Tinker serves as Chief Technology Officer (CTO) of SynCardia Systems, LLC (a wholly owned operating subsidiary of Picard Medical, Inc. “PMI”) under an employment offer letter dated November 1, 2021; he is not disclosed as a director of PMI in the company’s Management section and director nominee consents, and is listed with 0% beneficial ownership in PMI’s proxy ownership table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SynCardia Systems, LLC | Chief Technology Officer | Offer letter dated Nov 1, 2021; salary updated March 2023 | Leads product development for Freedom II driver and broader TAH technology |
External Roles
- Not disclosed in the S-1/A or proxy materials .
Board Governance
- Role status: No disclosure that Frank Tinker is a PMI director; director nominees listed were Patrick Schnegelsberg (CEO), Richard Fang, Chris Hsieh, Sam Van, and George Ye .
- Committee infrastructure: PMI filed forms of Audit, Compensation, and Nominating & Corporate Governance Committee charters; membership not disclosed in S-1/A exhibits .
- Independence baseline: PMI disclosed at least a majority of Board members qualify as “independent” per Exchange rules (8‑K representation), and entered indemnification agreements with directors and officers at IPO .
- Controlled company: PMI is a “controlled company” post‑IPO; Hunniwell controls ~54.8% voting power, and PMI may rely on certain NYSE American governance exemptions .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $123,000 (as of March 2023; $120,000 initial at Nov 1, 2021) |
| Annual bonus eligibility | Not listed among NEOs eligible for 2024 bonus (eligibility noted for CEO, CFO, COO only) |
| Benefits | Paid vacation, reimbursement of reasonable business expenses, eligibility for company-sponsored benefits |
| Special cash incentive | Royalty: $200 for every Freedom II Driver entering service, capped at $500,000 |
Performance Compensation
| Award Type | Grant Date | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options (ISO) | Feb 15, 2022 | 204,478 | $0.23 | Nov 8, 2031 | 25% cliff at first anniversary of vesting start (Nov 8, 2021), then monthly over 36 months |
| Outstanding (as of Mar 31, 2025) | — | 170,397 exercisable; 34,081 unexercisable | $0.23 | Nov 8, 2031 | As above |
Plan-Level Performance Metrics and Policies (apply to equity awards generally)
| Category | Examples/Terms |
|---|---|
| Performance metrics (illustrative list) | EPS, EBITDA, TSR, ROE, ROA, stock price, revenue targets, margin, operating income, cash flow, market share, regulatory milestones, governance and compliance, ESG impact, partner milestones (administrator discretion) |
| Clawback | Awards subject to clawback per listing standards and Dodd‑Frank |
| Change-of-control | Administrator may assume/continue/substitute awards, accelerate vesting, lapse repurchase rights, cancel for cash, or pay intrinsic value; actions may differ by award/participant |
| Repricing | Administrator may reduce exercise price, cancel/replace options/SARs with other awards or cash with participant consent |
| Section 280G | “Best net” cut or full delivery approach to minimize excise tax impact; ordered reductions across cash/equity/benefits as specified |
Other Directorships & Interlocks
- No public company directorships or interlocks disclosed for Frank Tinker .
Expertise & Qualifications
- Detailed biography, education, and prior roles are not disclosed in the S‑1/A Management section for Frank Tinker; he is listed as a Named Executive Officer (CTO) in Executive Compensation tables but not within the Directors list .
Equity Ownership
| Item | Detail |
|---|---|
| PMI beneficial ownership | 0.00% listed in DEF 14A; shares owned not disclosed (table for “Directors and Executive Officers”) |
| Options held | 170,397 exercisable; 34,081 unexercisable at $0.23, expiring 11/8/2031 |
| Vested vs. unvested | Vested reflects exercisable balance; remaining unvested per schedule noted above |
| Pledging/hedging | No pledging/hedging disclosures for Tinker identified |
| Ownership guidelines | No director or officer ownership guidelines disclosed; director compensation program to be determined post‑IPO |
Governance Assessment
- Role alignment: Governance data indicate Frank Tinker is CTO of SynCardia (PMI’s operating subsidiary) and not disclosed as a PMI director; committee assignments, board attendance, and director compensation therefore do not apply to him at this time .
- Incentive alignment: Option grants with long-dated expirations and standard vesting plus a royalty tied to Freedom II Driver entries create a clear product adoption incentive; as CTO, this creates strong operational focus on successful deployment of driver technology .
- RED FLAGS:
- Controlled company status may reduce certain governance safeguards versus non‑controlled issuers .
- Equity plan authorizes up to 18,000,000 shares, expanding dilution capacity; plan allows award repricing and broad administrator discretion, which can be shareholder‑unfriendly if misused .
- Related party exposure: Numerous related‑party financings exist at PMI level, but no related‑party transactions are disclosed for Tinker personally; indemnification agreements with directors/officers at IPO are standard .
Direction of travel: PMI’s governance infrastructure (committee charters, indemnification, independence assertions) is in place, but as a controlled company, investors should monitor committee composition, equity plan usage (repricings, acceleration), and transparency around executive incentives. Tinker’s royalty arrangement on Freedom II Driver requires clear disclosure and oversight to mitigate potential conflicts as he influences design and deployment of the product .