Richard Ferrari
About Richard Ferrari
Richard Ferrari, 70, is a founder, director, and the Executive Chairman of Tenon Medical. He has served on Tenon’s Board since 2012, and entered into a consulting agreement to serve as Executive Chairman effective September 1, 2021. He is a Managing Director at DeNovo Ventures (since 2000). He holds a BA in Education from Ashland University and an MBA from the University of South Florida. The Board does not classify him as an independent director.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| PQ Bypass | CEO and Chairman | Jan 2019 – Apr 2021; company acquired by Endologix | Led through sale process |
| TransAortic (acquired by Medtronic) | Co‑founder; Board member | Within last five years (historical exit referenced) | Co‑founded; acquisition outcome |
| SentreHeart (acquired by AtriCure) | Executive Chairman | Within last five years (historical exit referenced) | Executive leadership to exit |
| Spinal Modulation (sold to St. Jude) | Board member | Prior role (historical exit referenced) | Board oversight to exit |
| Hands of Hope | Board member | Prior role | Non‑profit board service |
External Roles
| Organization | Role | Status (as disclosed) | Notes |
|---|---|---|---|
| DeNovo Ventures | Managing Director | Current (since 2000) | VC firm focused on medical devices/biotech |
| Medlumics, S.L. | Executive Chairman; Board member | Current | Medical device company |
| ABS Interventional | Vice Chairman; Board member | Current | Interventional device company |
| Heart Beam Inc. | Executive Chairman; Board member | Current | Medical device company |
| Biomodex Corporation | Board member | Current | Medical technology |
| Retriever Medical Inc. | Board member | Current | Medical device |
| RMx Medical | Board member | Current | Medical device |
| Hawthorne Effect, Inc. | Board member | Current | Healthcare services/tech |
Board Governance
- Role and independence: Executive Chairman; the Board determined four of seven directors are independent—Ferrari is not listed among the independent directors. Board size set at seven.
- Committees: Audit (Howard—Chair, Jacques, Weigle), Compensation (Howard, Weigle, Jacques), Nominating & Corporate Governance (Weigle, Hochschuler). Ferrari is not a member of these committees.
- Attendance: In FY 2024, the Board met 5 times; each director who served in 2024 attended at least 80% of Board and applicable committee meetings.
- Board leadership and process: The Nominating & Corporate Governance Committee reviews leadership structure annually; committee charters and governance documents are posted on the IR site.
Fixed Compensation
| Component | Amount/Terms | Dates | Notes |
|---|---|---|---|
| Executive Chairman Consulting Fee | $22,500 per month | Starting Sep 1, 2021 | Under Consulting Agreement dated May 7, 2021 |
| IPO Bonus | $350,000 (lump sum) | Paid upon April 2022 IPO close | Consulting agreement provision |
| Total Cash Paid (FY2024) | $270,000 | FY 2024 | Executive Chairman compensation |
| Total Cash Paid (FY2023) | $247,500 | FY 2023 | Executive Chairman compensation |
Performance Compensation
| Award Type | Grant Date | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Executive Chairman) | May 2022 | $2,427,020 | 1/3 on May 2023; remaining 2/3 in equal semiannual tranches over next two years | Time-based; no explicit performance metrics disclosed |
No additional director-specific equity was granted in 2024 to non-employee directors other than the initial RSU to another director; Ferrari’s compensation and equity are governed by his Executive Chairman agreement.
Other Directorships & Interlocks
- Current boards (select): Medlumics (Executive Chairman), ABS Interventional (Vice Chair), Heart Beam Inc. (Executive Chairman), Biomodex, Retriever Medical, RMx Medical, Hawthorne Effect, DeNovo Ventures (MD). No interlocks or related‑party dealings between these entities and Tenon were disclosed.
- Historical exits: Executive/board roles at TransAortic (acquired by Medtronic), SentreHeart (acquired by AtriCure), Spinal Modulation (sold to St. Jude).
Expertise & Qualifications
- Venture investor and operator: Managing Director at DeNovo Ventures since 2000; raised over $1 billion across companies and participated in over $2 billion in M&A outcomes.
- Sector depth: Decades of medical device leadership across cardiovascular and spine technologies; frequent CEO/Executive Chairman roles and board service.
- Education: BA (Ashland University); MBA (University of South Florida).
Equity Ownership
| Holder/Source | Shares/Units | Detail |
|---|---|---|
| Total beneficial ownership (common) | 7,199 | “<1%” of common stock outstanding and voting stock |
| Ferrari Family Trust (trustee: R. Ferrari) | 1,153 common | Included in total |
| RSUs vesting within 60 days of Mar 26, 2025 | 658 RSUs | Includes 86 RSUs held by TCTIG, LLC, beneficially owned by Ferrari |
| TCTIG, LLC (Ferrari voting control) | 824 common | Included in total |
Context: As of the record date (June 6, 2025), Tenon had 7,589,970 common shares outstanding; Series A and B preferred also vote with common on an as‑converted basis (10 votes/share for preferred). Ferrari’s beneficial ownership is disclosed as below 1%.
Governance Assessment
-
Strengths
- Majority‑independent Board; all standing committees (Audit, Compensation, Nominating & Governance) are fully independent.
- Attendance meets minimum expectations (≥80% for all directors in 2024).
- Audit Committee explicitly oversees related‑party transactions.
-
Watch‑items / potential red flags
- Not independent: Ferrari serves as Executive Chairman and is compensated via a consulting agreement (monthly retainer) and a large time‑based RSU grant, which may raise independence and pay‑alignment concerns at small‑cap issuers.
- Related‑party transaction: Ferrari Consulting Agreement (monthly fee, IPO bonus, significant RSU grant) is an ongoing related‑party arrangement; however, the proxy discloses no other related‑party deals since 2022.
- Equity plan scale: The company is seeking a significant increase to the 2022 Equity Plan share reserve and an enhanced evergreen; while not Ferrari‑specific, it amplifies potential dilution and increases the value of director/executive equity capacity.
-
Compensation & alignment view
- Executive Chairman cash retainer ($22.5k/month) and RSUs (grant‑date fair value $2.43M) are time‑based, with no explicit performance metrics disclosed—this reduces pay‑for‑performance linkage for the chair role.
- Beneficial ownership is below 1%, but includes trust and LLC‑held shares/RSUs; no pledging or hedging disclosures noted.
Notes on Independence, Committees, and Attendance
- Independence: Independent directors are identified as Ivan Howard, Robert Weigle, Kristine M. Jacques, and Stephen H. Hochschuler, M.D.; Ferrari is not independent.
- Committee assignments: Ferrari is not listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance.
- Attendance: Each director who served in 2024 attended at least 80% of meetings.