Steven Foster
About Steven Foster
Steven M. Foster is Tenon Medical’s Chief Executive Officer, President, and a director; he is 56 and has served on the board since 2021 . He brings 30+ years in medical devices, including principal at CTB Advisors (commercialization consulting), Global Commercialization President at Safe Orthopedics (2012–2014), and multiple leadership roles at Danek/Sofamor Danek/Medtronic Spine (including VP/GM Western Europe, 2007–2010). He holds a BS in Business Administration (Marketing/Management) from Central Michigan University (1990) . Filings do not disclose TSR, revenue growth, or EBITDA growth targets attributable to his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CTB Advisors, LLC | Principal (commercialization consulting) | 2015–present | Commercialization projects for spine technologies; CRM-based clinician engagement; M&A integration; exclusive advisory to Alphatec Spine . |
| Safe Orthopedics SAS | Global Commercialization President | 2012–2014 | Early-stage commercialization of novel sterile single-use lumbar fusion kit; 200 global surgeries in first 12 months . |
| Danek/Sofamor Danek/Medtronic Spine | Various leadership roles; VP/GM Western Europe | 1992–2012 (VP/GM 2007–2010) | Marketing, sales admin, GM roles; led Western Europe operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CTB Advisors, LLC | Principal | 2015–present | Commercialization and go-to-market support for device companies and physicians . |
| Alphatec Spine (via CTB Advisors) | Exclusive advisory | Ongoing | Integration and commercialization project execution . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $400,000 | $363,784 |
| Target Bonus ($) | Up to $120,000 (per Employment Agreement) | Up to $120,000 (per Employment Agreement) | Up to $120,000 (per Employment Agreement) |
| Target Bonus (%) | 40% of $300,000 base | 40% of Employment Agreement base | 40% of Employment Agreement base |
| Actual Bonus Paid ($) | $70,000 | $87,600 | $0 |
Performance Compensation
| Incentive Type | Metric/Terms | Weighting | Target | Actual/Payout | Vesting Details |
|---|---|---|---|---|---|
| Annual Bonus | “Mutually agreed milestones” per Employment Agreement | Not disclosed | Up to $120,000 | FY23: $87,600; FY24: $0 | N/A |
| RSU Grant (May 12, 2022) | Equity retention/alignment (no disclosed performance metric) | Not disclosed | 21,746 RSUs (per 2023 table summary) | FY24 market value of remaining RSUs: $855 | 1/3 vested May 22, 2023; remaining 2/3 vest equally every six months over following two years |
| Option-to-RSU Exchange (2024) | Exchange of existing stock options into RSUs (company-wide offer) | N/A | N/A | Foster exchanged options into RSUs | RSUs vesting per company plan; residual unvested RSUs noted below |
Notes:
- Filings do not disclose quantitative performance weighting (revenue/EBITDA/TSR) for bonus or equity; the bonus is milestone-driven per contract .
- In 2024, Tenon conducted an option-for-RSU exchange for named executives, including Foster .
Equity Ownership & Alignment
| Ownership Detail | As of FY 2024 | As of FY 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 16,196 | 3,423; includes 455 RSUs vesting within 60 days of 3/26/2025 |
| Percent of Common | <1% | <1% |
| RSUs Unvested | 10,874 (market value $17,181) | 455 (market value $855) |
| Options – Exercisable / Unexercisable | 9,687 / 1,563 (at $52.00; exp. 5/1/2031) | None (post 2024 option-for-RSU exchange) |
| Shares Pledged as Collateral | Not disclosed; company states no pledges that may result in change of control |
Additional alignment disclosures:
- Stock ownership guidelines for executives are not disclosed in the proxy filings; compliance status not disclosed.
- No hedging/pledging red flags disclosed for Foster; related-party transactions disclose Ferrari’s consulting arrangement, not Foster .
Employment Terms
- Employment Agreement (June 1, 2021): Annual base salary $300,000; annual bonus up to $120,000; IPO-related options sufficient to maintain 4% equity at IPO; standard senior executive benefits .
- Severance (termination without cause or resignation for good reason): Base salary for 12 months paid in installments + up to 12 months healthcare continuation .
- Change-in-Control: (1) Vesting of options granted prior to the Employment Agreement date; (2) Lump-sum cash equal to one year of base salary and bonus opportunity then in effect .
- Restrictive Covenants: Non-solicitation of employees, confidentiality, and assignment of inventions; non-compete not specifically disclosed .
Board Governance
- Board Service: Director since 2021; dual role as CEO, President, and director .
- Committee Roles: None (not independent; management director) .
- Independence: Board determined that four of seven directors are independent under Nasdaq rules; Foster is not independent .
- Attendance: Board met five times in FY 2024; all directors serving in FY 2024 attended at least 80% of Board and committee meetings in their service period .
- Leadership: Executive Chairman Richard Ferrari; standing committees (Audit; Compensation; Nominating & Corporate Governance) fully independent membership .
Dual-role implications:
- As CEO and director, Foster is a non-independent board member with no committee assignments, reducing potential conflicts within sensitive committees (audit/comp). Executive Chair role separate from CEO provides some leadership balance. Independence of a majority of directors and independent committees mitigates governance risk .
Director Compensation (context for board service environment)
| Director | Cash Compensation (FY 2024) | Equity Compensation (FY 2024) | Total |
|---|---|---|---|
| Ivan Howard | $67,500 | $0 | $67,500 |
| Kristine M. Jacques | $44,375 | $12,040 | $56,415 |
| Robert Weigle | $75,000 | $0 | $75,000 |
| Stephen Hochschuler, M.D. | $45,000 | $0 | $45,000 |
Notes: Non-employee director fees reflect retainers and committee roles; no equity to directors in 2024 other than initial RSU grant to Jacques .
Multi-Year Compensation Summary (Named Executive Officer)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $300,000 | $400,000 | $363,784 |
| Bonus ($) | $70,000 | $87,600 | $0 |
| Equity Awards ($) | $1,926,634 (RSUs) | $0 | $4,737 (RSU via option exchange) |
| Total ($) | $2,296,634 | $487,600 | $368,521 |
Outstanding Equity (Vesting/Exercise Positioning)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Options – Exercisable | 9,687 at $52.00; exp. 5/1/2031 | — (exchanged) |
| Options – Unexercisable | 1,563 at $52.00; exp. 5/1/2031 | — (exchanged) |
| RSUs Unvested | 10,874; market value $17,181 | 455; market value $855 |
| RSU Vesting Schedule | 1/3 on 5/22/2023; remaining 2/3 semi-annual over 2 years | Continuing per schedule |
Related Party Transactions and Legal Proceedings
- Related party transactions: Ferrari Consulting Agreement (Executive Chairman) disclosed; no material related party transactions involving Foster beyond ordinary course compensation .
- Legal proceedings: No directors or executive officers involved in Item 401(f) legal proceedings in past ten years .
Risk Indicators & Red Flags
- Option-to-RSU exchange reduces leverage and may lessen future “underwater option” repricing risk; small residual RSU balance suggests limited near-term forced selling pressure tied to vesting .
- No share pledging arrangements disclosed that could create alignment risk; company states no pledges that could lead to change in control .
- Majority-independent board and independent committees reduce governance risk; CEO’s non-independence mitigated by lack of committee roles .
- Auditor changes and audit fees disclosed; no adverse independence findings; going concern risk disclosed at company level (FY 2024 10-K) indicating execution/financing risk broadly, not specific to Foster .
Investment Implications
- Pay-for-performance transparency is limited: Annual bonus is milestone-based without disclosed quantitative targets; equity shifted toward RSUs with vesting largely complete by mid-2025, suggesting minimal near-term forced selling pressure, but also reduced upside leverage vs options .
- Ownership alignment is modest (<1% ownership; residual 455 RSUs), limiting personal downside exposure; however, standard severance (12 months) and single-trigger option vesting only for pre-agreement options in change-of-control temper excessive parachute concerns .
- Governance structure (executive chair + CEO dual role; CEO not on committees; majority independent board) mitigates some dual-role concerns; committee independence supports comp/audit oversight .
- Execution risk persists at company level (going concern language, capital needs, market adoption) which is a key factor for incentive realization and long-term value creation under Foster’s leadership .