Richard Ginn
About Richard Ginn
Founder, Chief Technology Officer (CTO), and Director at Tenon Medical (TNON); age 58; director since 2012; primary focus on intellectual property and product development with >300 medical device patents, >$100M capital raised, and reported average 10x investor returns across ventures . Education not disclosed; tenure milestones include employment agreement dated June 1, 2021 (as CTO) and continuous board service since 2012 . Company-level performance metrics (TSR, revenue/EBITDA growth) tied to his tenure are not disclosed in the proxy/filings reviewed.
- Board service: Director since 2012; not a member of any board committee; executive-director dual role (CTO + Director) implies non-independence under Nasdaq rules (board lists independent directors as Howard, Weigle, Jacques, Hochschuler; Ginn—an officer—is not listed) .
- Board practices: Board met 5 times in FY2024; all directors attended ≥80% of meetings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransAortic Medical | Founder; President/CEO; Director | 2013–present | Led corporate operations, managed IP, capital raising, technology acquisition, and EU distribution for CE Marked device . |
| Promed | Founder; CEO/President; Director | 2012–2019 | Led operations, IP, and financing for large-hole femoral closure device company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple ventures (portfolio) | Inventor/entrepreneur | Various | Named inventor on >300 medical device patents; raised >$100M VC; proxy claims average 10x investor returns . |
Fixed Compensation
Multi-year compensation for Richard Ginn (Named Executive Officer - CTO):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | 160,417 | 275,000 | 290,000 | 282,716 |
| Bonus ($) | — | 148,125 | 60,225 | — |
| Option/RSU Awards ($) | 161,836 | 3,995,603 | — | 2,617 |
| Total ($) | 322,253 | 4,418,728 | 350,225 | 285,333 |
Notes:
- 2022 equity awards were RSUs; 2021 equity awards were options .
- 2024 reflects participation in company-wide option-for-RSU exchange .
Performance Compensation
Cash and equity incentive structure and outcomes:
| Incentive Type | Metric(s) | Target | Actual (2023) | Actual (2024) | Vesting/Terms |
|---|---|---|---|---|---|
| Annual cash bonus | Milestone-based (mutually agreed) | Up to 30% of base salary | $60,225 | $0 | Annual; contingent on milestones |
| Additional cash bonus | Board-determined milestones | Up to $200,000 | Not specifically disclosed | Not disclosed | As determined by Board |
| RSUs (time-based) | Service-based vesting | Grant May 12, 2022 | RSUs outstanding year-end: not applicable | 941 RSUs unvested; $1,769 MV as of 12/31/2024 | 1/3 on May 22, 2023; remaining 2/3 vest equally every six months over 2 years (through ~May 2025) |
Observations:
- Cash incentives are milestone-driven rather than formulaic (no disclosed revenue/EBITDA/TSR metrics) .
- Time-based RSUs (not performance-based) reduce pay-for-performance sensitivity versus PSUs; 2024 shows no performance equity grants .
Equity Ownership & Alignment
Beneficial ownership and award status:
| Metric | June 13, 2024 | June 6, 2025 |
|---|---|---|
| Common shares beneficially owned (#) | 80,405 (incl. 23 RSUs vesting within 60 days) | 11,929 (incl. 941 RSUs vesting within 60 days of Mar 26, 2025) |
| Percent of common stock (%) | 2.1% | <1% (*) |
| Percent of voting stock (%) | 1.3% | <1% (*) |
| Options outstanding | Not disclosed for 2024 table | None outstanding as of 12/31/2024 |
| RSUs unvested (#) | Not disclosed | 941 |
| Pledging/Hedging | Insider Trading Policy exists (10-Q exhibit index references policy) ; proxy notes no arrangements (including pledge) expected to result in change in control . |
Potential supply consideration:
- 941 RSUs scheduled to complete vesting by ~May 2025 based on schedule; future selling is not disclosed, but vest timing indicates potential incremental float availability .
Employment Terms
| Provision | Details |
|---|---|
| Agreement date | Ginn Employment Agreement dated June 1, 2021 . |
| Base salary | $275,000 . |
| Bonus opportunities | Up to 30% of base (mutually agreed milestones) + up to $200,000 (Board-determined milestones) . |
| Severance (No cause/Good reason) | Base salary for 12 months paid in installments + up to 12 months healthcare coverage . |
| Change-in-control | Single-trigger: vesting of options granted prior to agreement + lump sum of one year base salary and bonus opportunity . |
| For cause/death/disability/resignation w/o good reason | Vesting and compensation terminate; severance per standard policies (if any) . |
| Restrictive covenants | Non-solicitation; non-disclosure; assignment of inventions . |
Board Service & Governance
- Role: Director (since 2012) with no committee assignments; dual-role executive director (CTO + Director) .
- Independence: Board identifies independent directors (Howard, Weigle, Jacques, Hochschuler); Ginn, as an officer, is not listed and thus not independent .
- Board attendance: Board met 5 times in FY2024; all directors attended at least 80% of meetings .
- 2025 election: Re-elected; votes for 2,608,772; withheld 64,573; broker non-votes 1,962,558 .
Director Compensation (context for governance; not applicable to employee-directors)
FY2024 non-employee director fees (illustrative):
| Director | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Ivan Howard | 67,500 | — | 67,500 |
| Kristine M. Jacques | 44,375 | 12,040 | 56,415 |
| Robert Weigle | 75,000 | — | 75,000 |
| Stephen Hochschuler | 45,000 | — | 45,000 |
Committee fees/roles summarized in proxy; employee directors (like Ginn) typically do not receive director fees; proxy does not list Ginn in director compensation table .
Compensation Structure Analysis
- Cash vs equity mix: 2022 heavily equity (RSUs ~$4.0M); 2023 largely cash; 2024 mostly salary with small RSU fair value (option-for-RSU exchange) .
- Shift from options to RSUs: Company conducted an option-for-RSU exchange in 2024 (lower risk/time-based vesting), including Ginn and other executives .
- Performance linkages: Bonuses tied to milestones but lack explicit financial metrics (e.g., revenue/EBITDA/TSR) in disclosure; RSUs are time-based .
- Repricing/modification: No option repricing disclosed; exchange program noted .
Related Party Transactions
- Ferrari Consulting Agreement (Executive Chairman) with monthly compensation and IPO bonus; no other >$120k related party transactions disclosed since Jan 1, 2022 (beyond ordinary course salary/bonus) .
Risk Indicators & Red Flags
- Legal proceedings: None disclosed for directors/officers past 10 years .
- Pledging/Hedging: Insider Trading Policy exists; proxy indicates no pledges/arrangements expected to result in change in control .
- Governance concentration: Executive Chairman role exists (Ferrari); Ginn is an executive-director dual role with no committee memberships—Board reports majority independence overall .
- CFO transition: Prior CFO retired July 31, 2024; new CFO appointed Sept 3, 2024 (noted in executive comp footnote) .
Compensation Committee Analysis
- Composition: Ivan Howard (independent), Robert Weigle (independent), Kristine Jacques (independent) .
- Responsibilities: Executive pay decisions; equity plan administration; incentive/benefit policies .
- Use of consultants/conflicts: Not disclosed.
Say-on-Pay & Shareholder Feedback
- Not disclosed in reviewed proxy materials for 2024/2025. 2025 Annual Meeting voting items covered warrants, equity plan amendment, auditor ratification, adjournment; director elections by plurality .
Expertise & Qualifications
- Core credentials: IP/product development leadership; >300 patents; venture fundraising; physician training; FIH trial participation .
- Board qualifications noted by company: Business acumen and integrity across directors; specific to Ginn—technology and IP leadership .
- Formal education: Not disclosed in proxy for Ginn .
Work History & Career Trajectory
- Entrepreneurial founder across medtech ventures (TransAortic Medical; Promed); CTO and board director at Tenon; roles emphasize IP strategy, device commercialization, and capital raising .
Equity Plan Context
- 2022 Equity Incentive Plan amended in 2025 to increase share reserve to 1,328,365 and modify evergreen to enable up to 15% of common outstanding (administrator discretion) starting FY2026 . Plan securities/availability as of 12/31/2024: 31,546 outstanding at $20.79 weighted-average exercise price; 135,971 remaining available .
Investment Implications
- Alignment: Ginn’s current ownership is <1% of voting/common shares with time-based RSUs; alignment is modest versus 2024 levels (2.1% common), reflecting significant dilution/structure changes; no pledging disclosed—positive governance factor .
- Incentive design: Cash bonuses are milestone-based without disclosed financial metrics; 2024 equity is time-based RSUs due to exchange—lower performance sensitivity; pay-for-performance rigor appears limited from disclosures, increasing execution risk if milestones are not tightly tied to value creation .
- Retention/COC economics: Severance at 12 months base with healthcare; single-trigger COC benefits (legacy option vesting + one year base + bonus) could incentivize sale scenarios but reduce post-deal retention; non-solicit/NDA provisions provide some protection .
- Near-term supply: Remaining RSU vesting through ~May 2025 indicates incremental share availability timing; monitor Form 4 activity for potential selling pressure around vest dates .
- Governance: Dual executive-director role (non-independent) with no committee seat; Board majority independence and active committees mitigate some governance concerns; 2025 director election support for Ginn was strong by votes for (2.61M)—suggests shareholder acceptance of current structure .