Seth D. Yon
About Seth D. Yon
Seth D. Yon is President and Chief Executive Officer of Sanara MedTech (effective September 15, 2025) and a member of the Board of Directors; he previously served as President & Chief Commercial Officer from April 2025 and President, Commercial since August 2023. He is 50 years old and holds a B.A. from Grand Valley State University . Company operating momentum during his commercial leadership/transition period included Q3 2025 net revenue growth of 22% year-over-year to $26.3M, with Adjusted EBITDA up to $4.9M (from $2.6M), and nine-month 2025 net revenue up 25% to $75.6M with Adjusted EBITDA of $12.3M (from $5.1M) . As context, Sanara’s cumulative TSR value of an initial $100 investment stood at $112.35 as of December 31, 2024, with a 2024 net loss of $9.7M, prior to Mr. Yon’s CEO appointment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sanara MedTech | President & CEO; Director | 2025–present (CEO eff. 9/15/2025) | Elevated from President & CCO; Board expanded to add Yon as director; change-of-control and incentive framework set to align pay with performance . |
| Sanara MedTech | President & Chief Commercial Officer | Apr 2025–Sep 2025 | Led commercial strategy for surgical segment; contributed to 22% Q3 2025 YoY net revenue growth and profitability improvement . |
| Sanara MedTech | President, Commercial; prior VP Commercial; National Sales Director; Director of Sales | 2018–Aug 2023 (various roles) | Built national commercial footprint and sales processes, expanding reach and growth . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Iroquois Industrial Group | Vice President (Sales & Marketing) | 2015–2018 | Led multiple divisions serving medical, educational, automotive industries . |
| GreenerGrads | Founder, Leader | 2011–2014 | Founded and led development of the venture . |
| Jostens, Inc. | Sales Rep / Independent Territory Manager | 1999–2011 | Top sales performer and educational leader . |
Fixed Compensation
| Component | Terms | Effective date |
|---|---|---|
| Base salary | $600,000 per year | 9/15/2025 (Yon Employment Agreement) . |
| One-time equity grant | Restricted stock valued at $1,000,000 based on closing price on Effective Date; vests 1/3 on each of the first three anniversaries of 9/15/2025 | Grant to be issued within 30 days of 9/15/2025; vesting on or about 9/15/2026, 9/15/2027, 9/15/2028 . |
| Benefits | Standard company benefits; expense reimbursement per policy | As specified; ongoing . |
Performance Compensation
| Incentive | Metric/weighting | Target | Actual/payout | Vesting/settlement |
|---|---|---|---|---|
| Annual cash bonus | Up to 100% of base salary; metrics set annually by Board | Not disclosed | Not disclosed | Paid following year if approved; employment on 12/31 required . |
| Annual equity (RS or other) | Up to 100% of base salary (grant-date fair value), Board-approved | Not disclosed | Not disclosed | Subject to plan and award agreements; forfeiture if employment terminates unless otherwise determined . |
Notes:
- Company currently emphasizes restricted stock; it does not currently grant stock options or option-like instruments under its equity practice, and has no option-timing policy in effect given this stance .
- Compensation committee oversees a Compensation Recovery (clawback) Policy .
Equity Ownership & Alignment
- One-time CEO grant: $1,000,000 in restricted stock, vesting 1/3 annually over three years from 9/15/2025; annual equity eligibility up to 100% of salary (Board discretion) .
- Change-in-control equity treatment: Restricted stock becomes fully vested upon a Change in Control under the company equity plans; employment agreement provides accelerated vesting upon qualifying termination (see Employment Terms) .
- Pledging/hedging: Insider Trading Policy prohibits hedging, options trading, short sales, margin accounts, or pledging without advance approval from CEO and CFO .
- Ownership level: No beneficial ownership for Mr. Yon was disclosed in the April 11, 2025 security ownership table (pre-appointment to the board and pre-CEO equity grant) .
Employment Terms
| Provision | Mr. Yon terms |
|---|---|
| Agreement/Term | Employment Agreement effective 9/15/2025; initial 12-month term with automatic 12-month renewals unless 90-day advance notice given . |
| Severance (no cause / good reason) | 1x base salary paid over 24 semi-monthly installments; accelerated vesting of prior stock grants; continued health benefits during severance period with COBRA reimbursement; release required . |
| Change-of-control severance | 2x base salary (if terminated by Company or successor within one year of a “Change of Control”); same vesting acceleration and benefits continuation as above; release required . |
| Non-compete | 12 months post-employment; applies to competing businesses in U.S. and other countries where the Company is materially active . |
| Non-solicit (customers/employees) | 12 months post-employment for customer and employee solicitation restrictions . |
| Confidentiality/IP/Non-disparagement | Robust confidentiality, inventions assignment, and non-disparagement covenants; return of materials on termination . |
| Dispute resolution | Texas law; binding arbitration (AAA) in Tarrant County, TX, with specified limits on punitive damages (except as required by statute) . |
| 409A compliance | Agreement intended to comply with/exempt from Section 409A; “separation from service” standard; six-month delay for specified employees if required . |
Performance & Track Record
| Metric (consolidated) | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
|---|---|---|---|---|
| Net Revenue ($M) | 21.7 | 26.3 | 60.4 | 75.6 |
| Net Income from Continuing Ops ($M) | (0.2) | 0.8 | (2.9) | 0.7 |
| Adjusted EBITDA ($M) | 2.6 | 4.9 | 5.1 | 12.3 |
- Narrative: Management cited strong sales execution in surgical soft tissue products, +24% growth in surgical soft tissue sales, expansion with independent distributors and deeper penetration at existing facilities as drivers of the quarter .
- Strategic actions: In November 2025, the Company announced discontinuation of THP operations to refocus on surgical business; THP classified as discontinued operations .
Board Governance (service, committees, independence context, dual-role implications)
- Board service: The Board expanded to nine members on 9/15/2025 and appointed Mr. Yon as a director concurrently with his CEO appointment; he serves until the 2026 annual meeting or until his successor is elected .
- Committee roles: No committee assignments for Mr. Yon were disclosed in the appointment 8-K; as of April 21, 2025, the audit, compensation, nominating & corporate governance, and corporate development committees were chaired by independent directors (DeSutter, Ortwein, DeSutter, DeSutter respectively), with committee memberships as disclosed below .
- Audit: DeSutter (Member), Mack III (Member), Tanzberger (Chair) .
- Compensation: Mack III (Member), Major (Member), Ortwein (Chair) .
- Nominating & Corporate Governance: DeSutter (Chair), Major (Member), Ortwein (Member) .
- Corporate Development: DeSutter (Chair), Mack III (Member), Major (Member), Myers (Member), Tanzberger (Member) .
- Independence: As of April 21, 2025, independent directors were DeSutter, Mack III, Major, Myers, Ortwein, and Tanzberger . The company had no Lead Independent Director and combined the Executive Chairman and CEO roles at that time; later, roles were separated with the Executive Chairman (Nixon) and CEO (Yon) in place, but the company states it does not plan to establish a Lead Independent Director in the foreseeable future .
- Attendance: In 2024, the Board met four times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Related Party and Governance Considerations
- Related-party relationships with Executive Chairman affiliates (e.g., CGI Cellerate RX and The Catalyst Group) have been approved by the audit committee, including historical sublicensing arrangements and a transaction advisory services agreement (fees incurred $288,594 in 2024) .
- Insider Trading Policy prohibits hedging and pledging without approval and restricts short-term or speculative transactions .
Compensation Structure Analysis
- Mix/Leverage: CEO pay design includes up to 100% bonus and up to 100% annual equity (board discretion), plus a sizable one-time time-based RS award; absence of options and lack of disclosed performance share units suggests lower upside leverage vs. options-heavy structures and a tilt toward time-based equity .
- Performance metrics: Annual bonus and equity criteria are set by the Board but not publicly disclosed; the compensation committee oversees a clawback policy .
- Change-in-control: Double-trigger economics (termination within one year of CoC) at 2x salary with accelerated vesting; single-trigger benefits are through plan-level vesting on Change in Control, while employment agreement requires termination for cash severance .
Investment Implications
- Pay-for-performance alignment: The 100% target bonus opportunity and annual equity eligibility enable pay to scale with outcomes; however, reliance on time-based RS (including the $1.0M grant) heightens retention but may dilute direct linkage to hard targets unless future equity incorporates performance conditions .
- Retention/turnover risk: Strong retention features (severance, accelerated vesting, 12-month non-compete, sizable multi-year vesting schedule) lower near-term departure risk and align executive continuity through at least the next three vesting anniversaries (starting ~9/15/2026) .
- Trading signals: Expect potential Form 4 activity around annual vesting dates of the $1.0M RS grant; monitor any 10b5-1 plan adoptions and net share settlements for tax withholding once grants are issued . Insider pledging is restricted, reducing risk of forced selling .
- Governance lens: The lack of a Lead Independent Director and the Executive Chairman’s related-party engagements are recurring governance watch items; however, board committee independence and majority-independent board provide checks, and committee oversight of the clawback policy is in place .
- Execution track record: Under Mr. Yon’s commercial leadership, Q3 and YTD 2025 showed strong top-line and profitability improvements; continued focus on the core surgical business following THP discontinuation should clarify resource allocation and near-term margin trajectory .
Citations:
- Executive appointments/biography/education: **[714256_0001493152-25-012560_form8-k.htm:1]** **[714256_0001493152-25-012560_form8-k.htm:2]** **[714256_0001641172-25-005554_formdef14a.htm:28]** **[714256_0001493152-25-012560_ex99-1.htm:1]**
- Q3/9M 2025 performance: **[714256_0001493152-25-021715_ex99-1.htm:0]**
- TSR/net loss (Pay vs Performance): **[714256_0001641172-25-005554_formdef14a.htm:38]**
- Compensation terms (salary/bonus/annual equity/one-time grant): **[714256_0001493152-25-012560_ex10-1.htm:17]** **[714256_0001493152-25-012560_ex10-1.htm:18]** **[714256_0001493152-25-012560_form8-k.htm:2]**
- Equity plan, option practice, forfeiture, CoC vesting: **[714256_0001641172-25-005554_formdef14a.htm:36]** **[714256_0001641172-25-005554_formdef14a.htm:37]**
- Clawback oversight: **[714256_0001641172-25-005554_formdef14a.htm:15]**
- Insider trading policy (hedging/pledging/margin): **[714256_0001641172-25-005554_formdef14a.htm:19]** **[714256_0001493152-24-014548_formdef14a.htm:28]**
- Board independence, committees, attendance, LID context: **[714256_0001641172-25-005554_formdef14a.htm:13]** **[714256_0001641172-25-005554_formdef14a.htm:14]** **[714256_0001641172-25-005554_formdef14a.htm:15]** **[714256_0001641172-25-005554_formdef14a.htm:16]** **[714256_0001641172-25-005554_formdef14a.htm:17]**
- Related party transactions: **[714256_0001641172-25-005554_formdef14a.htm:24]** **[714256_0001641172-25-005554_formdef14a.htm:26]**
- THP strategic realignment: **[714256_0001493152-25-021615_ex99-1.htm:0]**