Chris Lyons
Sintx TechnologiesAbout Chris Lyons
Chris Lyons, age 55, is an independent director of SINTX Technologies, appointed in April 2025. He is a partner at BiotechExec (since January 2024) and the CEO of Southern Metrics Consulting (since January 2018); previously he spent 13 years at Medtronic Spine & Biologics (including 10 years as Director, Global Business Development) and 16 years at Smith & Nephew in multiple commercial roles. He holds a BBA in Marketing & Sales from the Fogelman College of Business & Economics, University of Memphis. The Board classifies Lyons as an independent director under Nasdaq Rule 5605(a)(2) and has nominated him as a Class II director for re‑election at the September 2025 annual meeting to a term ending in 2028 if re‑elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic Spine & Biologics | Director, Global Business Development (10 years); Director, International Biologic Marketing; Sr. Product Manager – International Biologics | Feb 2005 – Jan 2018 | Led global BD for a decade; commercial leadership in biologics |
| Smith & Nephew | Clinical Therapies Sales Rep; Group Manager, Orthopedic Navigation; Group Product Manager | 16 years (dates not specified) | Commercial and product roles across ortho/navigation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BiotechExec | Partner | Since Jan 2024 | Executive management services and fractional executive placement |
| Southern Metrics Consulting | Chief Executive Officer | Since Jan 2018 | Advises emerging medtechs on commercialization and exits |
Board Governance
- Board status: Independent, non‑employee director; Board majority independent .
- Classification and term: Class II; up for re‑election at 2025 Annual Meeting; term to 2028 if re‑elected .
- Attendance: The Board met 40 times in 2024 and all directors during 2024 attended >75% of Board/committee meetings; Lyons joined in April 2025 (no 2024 attendance data for him) .
- Committees and roles:
| Committee | Chair | Members | Lyons’ Role |
|---|---|---|---|
| Audit Committee | Jay Moyes (Chair) | Mark Anderson; Robert Mitchell; Chris Lyons | Member |
| Compensation Committee | Mark Anderson (Chair) | Jay Moyes; Robert Mitchell; Chris Lyons | Member |
| Governance & Nominating Committee | Robert Mitchell (Chair) | Jay Moyes; Mark Anderson; Chris Lyons | Member |
- Notable context: In 2024, committees handled matters within Board meetings rather than separate committee meetings; Audit Committee has an “audit committee financial expert” (Moyes) .
Fixed Compensation
| Element | Amount / Terms | Period/Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 paid in 12 monthly installments | Policy in effect (paid quarterly per schedule; stated as monthly equal installments) |
| Committee chair fees | $20,000 (Audit Chair); $7,500 (other committee Chairs) | Lyons is not a chair → $0 chair fees |
| Meeting fees | Not disclosed | No separate meeting fees disclosed |
| Expense reimbursement | Reasonable expenses reimbursed with documentation | As incurred |
Performance Compensation
| Instrument | Grant Policy | Typical Terms | Performance Metrics |
|---|---|---|---|
| Stock options (annual) | Annual option award of 10,000 shares for non‑employee directors | Exercise price ≥ fair market value on grant date; max 10‑year term; vesting schedule set by Committee (plan terms) | None disclosed for director equity; no specific performance metrics tied to director compensation disclosed |
Notes: The 2025 proxy also asks shareholders to adopt the 2025 Equity Incentive Plan (successor to 2020 plan), authorizing up to 700,000 shares for awards; directors are eligible participants .
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed for SEC‑reporting issuers | — | — | Proxy states only Mr. Moyes sits on other SEC‑reporting company boards; no other SINT directors (including Lyons) currently do so |
Expertise & Qualifications
- Medical device commercialization and global business development (Medtronic Spine & Biologics; Smith & Nephew) .
- Entrepreneurial/operator perspective via consulting and executive advisory roles (Southern Metrics; BiotechExec) .
- Education: BBA, Marketing & Sales, University of Memphis (Fogelman College) .
Equity Ownership
| Holder | Form of Ownership | Amount | % of Outstanding | Detail |
|---|---|---|---|---|
| Chris Lyons | Stock options (currently exercisable) | 10,000 options | <1% (as indicated by *) | No common shares disclosed in his line; total shares outstanding 2,755,587 as of July 1, 2025 |
- Pledging/hedging: No pledging or hedging disclosures specific to Lyons; not discussed in proxy sections cited .
- Ownership guidelines: No director stock ownership guidelines disclosed in the cited sections .
Governance Assessment
Strengths
- Independent status; serves on all three key committees (Audit, Compensation, Governance/Nominating), providing broad oversight exposure .
- Relevant medtech commercialization and BD track record aligns with SINTX’s industry focus .
- Audit Committee includes a designated financial expert (Moyes), enhancing financial reporting oversight where Lyons participates .
- Proxy reports no related‑party transactions above Item 404 thresholds since January 1, 2023, reducing conflict risk . Company maintains a related‑party review policy overseen by the Audit Committee .
Risks / Potential Red Flags
- Limited ownership alignment at appointment: beneficial ownership consists of options to purchase 10,000 shares and indicates less than 1% ownership; no common stock reported in his line as of July 1, 2025 .
- Board process context: committees did not meet separately in 2024 (pre‑reconstitution), which may raise process quality questions for that period; current‑year committee cadence not yet disclosed .
- Company‑level concern: the proxy discloses 280G excise tax gross‑ups for certain officer change‑in‑control payments (shareholder‑unfriendly), although this pertains to executives, not directors .
Conflicts and Related‑Party Exposure
- Annual D&O questionnaires and Code of Ethics processes are in place; conflicts resolved by the Board; bylaws and policy require disinterested approval for related‑party transactions .
- No transactions with Lyons (or other insiders) above Item 404 thresholds since January 1, 2023, per proxy .
Board & Committee Workload/Engagement
- Board met 40 times in 2024; all then‑directors met >75% attendance—Lyons was appointed in April 2025; no 2025 attendance data provided at time of proxy .
Director Compensation Structure Signals
- Cash retainer of $50,000 plus annual option grant of 10,000 shares indicates a cash/equity mix with continuing option usage (as opposed to RSUs), keeping some performance/market sensitivity but typically with lower immediate ownership than full‑value awards .
- Plan terms require option exercise price at FMV and a maximum 10‑year term, limiting repricing and windfall risk relative to in‑the‑money grants .