Wyatt Geist
About Wyatt Geist
Wyatt Geist is Chief Innovation Officer at Tenon Medical effective August 1, 2025, joining via the SImmetry/SiVantage portfolio acquisition; he previously served as CEO and Co‑Founder of SiVantage and is a recognized entrepreneur with over one hundred patents in the sacro‑pelvic fusion space . Education, age, and tenure prior to Tenon are not disclosed in company filings; company‑level TSR, revenue growth, and EBITDA growth for his tenure are not disclosed in relation to his compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SiVantage, Inc. | CEO & Co‑Founder | Not disclosed | Led development of SImmetry/SImmetry+ sacro‑pelvic fusion technologies; portfolio acquired by Tenon to expand multi‑product SI offering |
External Roles
No external directorships or roles are disclosed in TNON filings for Geist.
Fixed Compensation
| Component | Detail | Effective Date |
|---|---|---|
| Base Salary | $290,000 annual base | Aug 1, 2025 |
| Benefits | Senior executive benefits; 4 weeks PTO; paid company holidays; expense reimbursement per policy | Aug 1, 2025 |
| At‑will status | Employment at will; severance eligibility per agreement | Aug 1, 2025 |
Performance Compensation
| Incentive Type | Metric | Target/Threshold | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|
| Monthly Commission | Company product Net Revenues above $250,000 per month | Threshold: $250,000/month | Year 1: 5% of Net Revenues above threshold; Year 2: 4%; Years 3–5: 3% | Paid within 45 days after month‑end |
| Restricted Stock Award (Original) | Service time | 32,885 shares | Vests at 1‑year anniversary of vesting start | Time vesting |
| Restricted Stock Award (Original) | Service time | 65,756 shares | Vests in four equal semi‑annual tranches over next 2 years | Time vesting |
| Restricted Stock Award (Original) | Cumulative Net Revenue | $8.0 million over first 18 months | 19,736 shares vest upon target achievement | Earnout vesting |
| Restricted Stock Award (Original) | Cumulative Net Revenue | $20.0 million over first 36 months | 19,737 shares vest upon target achievement | Earnout vesting |
| Additional Restricted Stock | Anti‑dilution tied to warrants/preferred | 1.75% of shares issued from exercise of “Closing Date Warrants” or conversion of “Closing Date Preferred” | Grants equal to 1.75% of such new common shares issued; vests pro‑rata with Original award | Through 5 years; subject to plan capacity and cash settlement at Assigned Share Value if shares unavailable |
| Change‑in‑Control | Unvested Restricted Stock | N/A | 100% acceleration of then‑unvested Restricted Stock upon closing | On change‑in‑control, subject to continued employment through closing |
Notes:
- “Net Revenues” definition: product sales less refunds/returns/rebates/discounts; commissions include sales by affiliates/successors and require monthly reporting by the company .
- Weightings for metrics are not disclosed; vesting is explicitly time‑based and milestone‑based .
Equity Ownership & Alignment
| Item | Amount/Terms | Notes |
|---|---|---|
| Original Restricted Stock grant | 138,114 shares | Equal to 1.75% of common shares outstanding at agreement date; subject to shareholder approval for plan capacity |
| Additional Restricted Stock | Variable | 1.75% of common shares issued upon exercise of Closing Date Warrants or conversion of Closing Date Preferred during first 5 years; vests pro‑rata with Original award |
| Voting/dividends on unvested RS | Yes | Executive is record owner until sale or forfeiture; subject to company trading policies |
| Change‑in‑Control treatment | 100% acceleration | All unvested RS fully vest upon closing of a change‑in‑control, conditional on continued employment through closing |
| Pledging/Hedging | Not disclosed | No pledging or hedging by Geist is disclosed in filings reviewed |
| Insider participation in equity offering | Participated as Purchaser | Nov 2025 private offering of shares and warrants at $1.285 combined; warrants at $1.16; participation by Wyatt Geist alongside CEO and CCO |
Vesting pressure calendar (supply overhang risk):
- 1‑year time vest tranche: 32,885 shares at first anniversary of vesting start .
- Semiannual tranches: four installments of 16,439 shares over two years .
- Earnout tranches: 19,736 shares at 18 months if $8.0M cumulative Net Revenue; 19,737 shares at 36 months if $20.0M cumulative Net Revenue .
Employment Terms
| Provision | Terms | Trigger/Conditions |
|---|---|---|
| Severance (termination without cause or resignation for Good Reason) | 12 months of base salary at then‑current rate; 100% of commissions for remainder of 5‑year commission term; accelerated vesting of next Time Vesting Date and next Earnout Vesting Date; up to 12 months COBRA reimbursement or taxable equivalent | Requires separation agreement and release; compliance with confidentiality and post‑termination obligations |
| Severance (termination for cause, death, disability, or resignation without Good Reason) | Immediate cessation of vesting and compensation (except accrued); for certain “cause” cases other than criminal conviction/failure to perform, 50% commissions for remainder of 5‑year commission term | As defined in agreement (Cause includes dishonesty, felony/fraud, unauthorized disclosure, willful breach, continued failure to perform) |
| Good Reason definition | Material reduction in authority/duties; material reduction in base compensation; relocation ≥50 miles; notice and cure procedures apply | Resignation within 30 days post‑cure period if uncured |
| At‑will; governing law | At‑will employment; California law governs | Ongoing |
| Confidential Information Agreement | Required and continuing | Condition for severance; ongoing compliance required |
| 409A compliance | Structured to avoid adverse tax under 409A; specified employee six‑month delay if applicable | Applies to Deferred Compensation Separation Benefits |
Compensation Structure Analysis
- High at‑risk pay mix with variable monthly commissions tied to company revenue above a threshold, plus milestone‑based vesting of equity aligned to cumulative Net Revenue targets; this increases pay‑for‑performance alignment versus fixed cash .
- Equity awards are RS rather than options and include anti‑dilution “Additional Restricted Stock” linked to warrant exercises/preferred conversions, preserving relative ownership through potential capital structure changes; this is favorable for alignment but can expand dilution if capital structure events occur .
- Single‑trigger full acceleration of unvested RS on change‑in‑control raises transaction‑timing incentives and could increase short‑term monetization risk if a sale occurs .
- No explicit clawback, non‑compete, or ownership guideline disclosures for Geist in reviewed filings; oversight relies on confidentiality, severance conditions, and company policies .
Investment Implications
- Alignment: Commission structure and revenue‑linked RS earnouts tie Geist’s pay directly to commercial execution and cumulative Net Revenue, reinforcing growth incentives in the sacro‑pelvic portfolio integration phase .
- Retention risk: Time‑based and earnout vest tranches over 36 months, plus severance that includes continued commission payments and partial accelerated vesting, reduce near‑term attrition risk while still conditioning value on continued service and milestones .
- Supply overhang: Notable vest events at 12, 18, 24–36 months could create selling pressure windows; participation as a Purchaser in Nov 2025 financing is an alignment signal, but individual purchase amounts are not disclosed .
- Change‑in‑control sensitivity: Single‑trigger full RS acceleration increases incentive to support value‑accretive strategic transactions, but may elevate short‑term payout risk if sale scenarios arise .
- Data gaps: Education, age, stock ownership guidelines, pledging/hedging policies, and actual payout levels are not disclosed; ongoing monitoring of Form 4 insider transactions and future proxies is recommended for updated ownership and sales activity .