Stephen Hochschuler
About Stephen H. Hochschuler, M.D.
Independent director at Tenon Medical since 2022; age 81. A world‑renowned orthopedic spine surgeon, co‑founder of the Texas Back Institute, with a BA from Columbia College and an MD from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Back Institute | Co‑founder | — | Clinical leadership in spine surgery |
| Back Systems, Inc. | Founder | — | Innovation and commercialization in spine tech |
| Innovative Spinal Technologies | Founding Chairman | — | Governance and strategic oversight |
| Various medical/scientific institutions | Board/advisory board member | — | Multiple boards/advisory roles (not specified) |
External Roles
| Organization | Role |
|---|---|
| American Academy of Orthopaedic Surgeons | Member |
| American Pain Society | Member |
| North American Spine Society | Member |
| Southwest Chapter, Society of International Business Fellows | Member |
| International Intradiscal Therapy Society | Member |
| International Society for Minimal Intervention in Spinal Surgery | Member |
| International Society for the Study of the Lumbar Spine | Member |
| Spinal Arthroplasty Society | Founding board member |
| American Board of Spine Surgery | Founding board member |
| American College of Spine Surgery | Founding board member |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member (committee consists of Robert Weigle and Stephen Hochschuler) .
- Independence: Determined independent under Nasdaq rules (alongside Ivan Howard, Robert Weigle, and Kristine M. Jacques) .
- Attendance: Board met 5 times in 2024; each serving director attended at least 80% of Board and applicable committee meetings .
- Tenure on the Board: Director since 2022; current term nominated through 2026 annual meeting .
| Governance Item | Detail |
|---|---|
| Audit Committee | Member |
| Nominating & Corporate Governance Committee | Member |
| Independence | Independent |
| 2024 Attendance | ≥80% of Board/committee meetings |
Fixed Compensation
| Year | Board Retainer (Cash) | Committee Fees (Cash) | Equity Compensation | Total |
|---|---|---|---|---|
| 2024 | $40,000 | $5,000 (Nominating & Corporate Governance Committee member) | $0 (no director equity grants in 2024 except initial RSU to Jacques) | $45,000 |
| 2023 | $40,000 | $5,000 (Nominating & Corporate Governance Committee member) | $0 | $45,000 |
Performance Compensation
| Item | FY2024 |
|---|---|
| Performance metrics tied to director compensation | None disclosed; directors primarily received cash retainers, with no equity awards to non‑employee directors in 2024 other than initial RSU grant to Jacques |
Other Directorships & Interlocks
- Proxy biographies note disclosure of public‑company director positions held in last 5 years; Hochschuler’s biography lists medical/scientific boards and advisory roles but does not enumerate specific public company boards beyond Tenon Medical .
Expertise & Qualifications
- Orthopedic spine surgery expertise; extensive publication and global presentations .
- Founding roles in spine innovation companies and professional societies, indicating deep industry network and clinical innovation experience .
- Education: BA (Columbia College); MD (Harvard Medical School) .
Equity Ownership
| As of Date | Common Shares Beneficially Owned | RSUs (vesting within 60 days) | Indirect Holdings | Percent of Common | Percent of Voting Stock |
|---|---|---|---|---|---|
| June 6, 2025 | 845 | 78 | 247 shares held by SHKH, LLC (entity controlled by Hochschuler) | <1% | <1% |
- Pledging/hedging: Proxy notes no arrangements such as pledges expected to result in change of control; no pledging for Hochschuler disclosed .
- Ownership guidelines: No director stock ownership guideline disclosures found in proxy; not disclosed .
Recent Insider Trades (24 months)
| Filing Date | Transaction Date | Form | Type | Security | Quantity | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|---|---|
| 2025-10-15 | 2025-10-13 | Form 4 | Award (RSUs) | Restricted Stock Units | 21,464 | $0.00 | 21,464 RSUs | https://www.sec.gov/Archives/edgar/data/1560293/000121390025099215/0001213900-25-099215-index.htm |
Data indicates an RSU award to Hochschuler in October 2025, increasing his RSU holdings to 21,464; reported as a director and direct ownership .
Shareholder Support (2025 Annual Meeting)
| Nominee | Votes For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Stephen Hochschuler, MD | 2,485,488 | 187,857 | 1,962,558 |
Each nominee (including Hochschuler) was elected by plurality vote at the reconvened September 18, 2025 annual meeting .
Governance Assessment
-
Strengths:
- Independent director with relevant clinical and innovation background; member of Audit and Nominating & Corporate Governance committees, supporting board oversight quality .
- Attendance threshold met (≥80%) in 2024, indicating engagement .
- No related‑party transactions involving Hochschuler disclosed; family relationships and legal proceedings not identified .
- Shareholder support in 2025 election was solid (2.49M for; 188k withheld) .
-
Alignment and incentives:
- Cash‑heavy director pay in 2023‑2024 (no equity awards to Hochschuler), suggesting limited equity‑based alignment in those years .
- RSU award in October 2025 enhances prospective alignment via equity exposure .
-
Red flags:
- None disclosed in proxy regarding pledging, related‑party transactions, or legal proceedings for Hochschuler .
- Ownership position as of June 6, 2025 is small in absolute shares (<1%), though subsequent RSU grant increases equity exposure .