Ivan Howard
About Ivan Howard
Ivan Howard (age 57) has served as an independent director of Tenon Medical since 2022, currently chairing the Audit Committee and serving on the Compensation Committee; the 2025 directors table also lists him on Nominating & Corporate Governance . He is Vice President & Senior Specialist in Alternative Investment Fiduciary Risk at Banco Santander (since 2019) and holds an MBA from Mercer University and an M.S. in Biomedical Engineering from the University of Florida . The Board has designated him an Audit Committee financial expert with accounting and financial management expertise .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banco Santander | Vice President & Sr. Specialist, Alternative Investment Fiduciary Risk | 2019–present | Fiduciary risk oversight |
| Collier County Farm Bureau | Director | 2020–present | Local agricultural governance |
| Hendry/Glades County Farm Service Agency | Chairman | 2016–present | Program oversight |
| U.S. Dept. of Agriculture Advisory Committee on Minority Farmers | Member | 2020–present | Advisory input on minority farmer issues |
| Univ. of Florida College of Biomedical Engineering External Advisory Board | Member | 2018–present | Academic advisory |
Board Governance
- Independence: The Board determined Howard is independent under Nasdaq rules .
- Committees and roles:
- Audit Committee: Chair; designated audit committee financial expert; committee met 5x in FY2024 (4x in FY2023) .
- Compensation Committee: Member .
- Nominating & Corporate Governance: The 2025 directors table lists Howard as a member, but the 2025 committee description lists only Robert Weigle and Stephen Hochschuler as members—an inconsistency to note .
- Attendance: In FY2024, each director attended at least 80% of Board and applicable committee meetings; in FY2023, at least 83% (company-wide disclosure) .
- Board tenure: Director since 2022; Board size fixed at seven, elected annually .
Committee Assignments Over Time
| Committee | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Audit | Chair | Chair | Chair; financial expert |
| Compensation | Member | Member | Member |
| Nominating & Corporate Governance | — | — | Listed as member in directors table; committee description lists only Weigle/Hochschuler (inconsistency) |
Fixed Compensation
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Board retainer | $40,000 | $40,000 |
| Audit Committee Chair fee | $20,000 | $20,000 |
| Compensation Committee member fee | $0 | $7,500 |
| Total cash compensation | $60,000 | $67,500 |
| Equity compensation | $0 (none issued to board in 2023) | $0 (none issued to board in 2024 except initial RSU grant to K. Jacques) |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Performance-linked director pay metrics (e.g., TSR, revenue, EBITDA) | Not disclosed; director pay comprised of cash retainer and committee fees | Not disclosed; director pay comprised of cash retainer and committee fees |
No performance-based metrics for non-employee director compensation are disclosed; equity grants to directors were not made in 2023 and not made in 2024 other than the initial grant to K. Jacques .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in Howard’s biography |
| Prior public company boards (last 5 years) | None disclosed in Howard’s biography; biographies provide such information where applicable |
| Interlocks with TNON competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Audit committee financial expert and financially literate under Nasdaq listing standards .
- Fiduciary risk specialization (Banco Santander) and biomedical engineering background, supporting audit/risk oversight and domain understanding in medtech .
- Independent director status and experience across advisory boards and government committees .
Equity Ownership
| Ownership Detail | As of June 13, 2024 | As of June 6, 2025 |
|---|---|---|
| Common shares beneficially owned | 8,517 | 1,230 |
| RSUs vesting within 60 days | Includes 684 RSUs held by TCTIG, LLC beneficially owned by Howard | 164 RSUs vesting within 60 days; includes 86 RSUs held by TCTIG, LLC beneficially owned by Howard |
| Shares held by TCTIG, LLC with Howard beneficial ownership/voting control | 6,592 shares | 824 shares |
| Percent of voting stock | <1% (“*”) | <1% (“*”) |
Company notes no known pledge arrangements or other arrangements that may result in a change of control, and beneficial ownership determined per SEC rules .
Governance Assessment
- Strengths:
- Independent status; Audit Chair with “financial expert” designation enhances confidence in financial reporting oversight .
- Documented audit committee activity (5 meetings in 2024; executive sessions with auditors) and risk oversight remit .
- Consistent attendance (≥80% in 2024; ≥83% in 2023, company-wide) .
- Director pay is modest, primarily cash retainer/committee fees; limited equity grants, reducing pay-related risk .
- Potential risks and RED FLAGS:
- Committee membership inconsistency: 2025 directors table lists Howard on Nominating & Corporate Governance, but the 2025 committee description identifies only Weigle and Hochschuler as members—this discrepancy should be clarified (RED FLAG: governance disclosure inconsistency) .
- Beneficial ownership through TCTIG, LLC requires ongoing monitoring for any related-party considerations, though no related-party transactions involving Howard are disclosed (low risk currently) .
- Related-party transactions: None involving Howard disclosed; only Ferrari Consulting Agreement noted as a related-party item .
- Overall: Howard’s audit oversight credentials and independence support board effectiveness; verify committee rosters to ensure accuracy and transparency in governance disclosures .