Abhinav Jain

About Abhinav Jain

Abhinav Jain, age 34, was appointed as an independent director of Xtant Medical Holdings, Inc. on August 1, 2025. He is an Analyst at Nantahala Capital Management, LLC (since July 2019) and holds a B.S. in Chemical‑Biological Engineering from MIT (2012) and an MBA with honors (Finance & Entrepreneurial Management) from The Wharton School (2019) . The Board has determined Mr. Jain is an “independent director” under NYSE American standards .

Past Roles

External Roles

Board Governance

• Appointment and tenure: Appointed to the XTNT Board on August 1, 2025, at the request of Nantahala, which beneficially owned 48.9% of outstanding common stock as of the proxy record date .
• Independence: Board classified Jain as independent under NYSE American standards .
• Committee assignments (as of Sep 9, 2025):
  • Compensation Committee – Member (Chair: Jonn R. Beeson) .
  • Nominating & Corporate Governance Committee – Member (Chair: Stavros G. Vizirgianakis) .
• Board composition and process: The proxy states there is no investor rights agreement with Nantahala; appointments followed an oral understanding regarding composition, with two prior directors resigning concurrently with Jain’s and Lipschultz’s appointments on Aug 1, 2025 .
• Attendance: In 2024, each then‑serving director attended at least 75% of Board and committee meetings (17 Board meetings in 2024); Jain was not on the Board in 2024 .
• New director onboarding: Formal orientation and continuing education reimbursement policy in place .

Committee Memberships (XTNT)

Fixed Compensation

XTNT’s non‑employee director fee schedule for 2024 (program framework referenced in the 2025 proxy):

Notes:

• The 2025 proxy reports 2024 fee levels and structure; Jain did not serve during 2024. Based on his 2025 committee assignments (Compensation; Nominating & Corporate Governance), the applicable member‑level retainers under this schedule would be $8,125 and $5,000, respectively, plus the $55,000 base director retainer, subject to any 2025 updates and actual service dates .
• Proxy includes a non‑employee director compensation cap of $400,000 per fiscal year ($600,000 for Board Chair/lead independent or initial year of service) .

Performance Compensation

Director equity program and executive incentive structure relevant to Jain’s governance remit:

• Director equity program (2024 grants to then‑serving directors):

  • Annual RSU or DSU awards for non‑employee directors; in 2024, each non‑employee director (other than the Board Chair) received awards covering 162,162 shares; the Board Chair received DSUs covering 748,648 shares; grants were made August 15 per equity grant policy and vest in multi‑year installments .
  • Non‑employee director compensation (cash+equity) caps as noted above .

• Executive Short‑Term Incentive (STI) metrics for 2024 (Comp Committee oversight):

  • Metrics and weights: Revenue 60%; Gross Margin 5%; Adjusted EBITDA 35% .
  • Outcome: The Compensation Committee determined no 2024 annual bonuses would be paid (target bonus % unchanged; 4% base salary increases for NEOs) .

Notes:

• While director awards are typically time‑based (RSUs/DSUs), NEO long‑term incentives included 50% DSUs and 50% PSUs in 2024, with PSUs tied to three‑year TSR vs. a custom peer group (cap 200%; capped at 100% if absolute TSR negative) .
• Equity grant timing policies avoid grants near material nonpublic information; director annual grants typically after the annual meeting with an August 15 grant date, subject to share availability under the plan .

Other Directorships & Interlocks

• Current public company boards: AYTU, TLPH, and EGRX (as director) .
• Potential interlocks: No specific competitive or transactional interlocks disclosed in XTNT’s proxy; appointments to XTNT were at the request of Nantahala, a nearly 49% holder at record date .

Expertise & Qualifications

• Financial and investment background (public and private markets), including structured credit and private equity; brings finance and governance skills to XTNT .
• Education: MIT (B.S., 2012) and Wharton (MBA with honors, 2019) .

Equity Ownership

Fixed Compensation (Director Program Reference)

Insider Trades

Governance Assessment

• Positive signals:

  • Classified as independent under NYSE American; placed on key oversight committees (Compensation; Nominating & Corporate Governance) .
  • XTNT maintains robust governance practices: anti‑hedging/anti‑pledging, clawback policy, and prohibits option repricing without shareholder approval .
  • Compensation Committee uses an independent consultant (Mercer) and targets competitive pay; pay‑for‑performance evidenced by no 2024 STI payouts .

• Monitoring items / potential risks:

  • Appointment requested by a near‑controlling shareholder (Nantahala ~48.9%), raising perceived independence and influence concerns despite Board’s independence determination; proxy states no formal investor rights agreement with Nantahala, though appointments followed an oral understanding on Board composition .
  • As of Sep 9, 2025, Jain reported 0 shares owned; while director equity awards are part of the program, disclosed beneficial ownership shows no skin‑in‑the‑game at that date; monitor for subsequent equity grants/holdings disclosures .
  • Large equity plan share increase proposed in 2025 (additional 12.3M shares authorized) increases potential dilution (potential overhang up to 18.7% if approved), underscoring the importance of rigorous Compensation Committee oversight of equity usage; Jain sits on that committee .

Related‑party context: In April 2025, OrbiMed sold 73,114,592 shares privately to Nantahala and others; XTNT entered into a registration rights agreement to facilitate resale by purchasers (including Nantahala). XTNT states there is no investor rights agreement with Nantahala regarding governance, but Jain and Lipschultz were appointed at Nantahala’s request .

Notes and References

• Appointment, biography, and external boards:
• Committee assignments & independence:
• Director compensation framework and grants:
• Beneficial ownership and policies (clawback, anti‑hedging/pledging):
• Shareholder concentration and governance understanding with Nantahala:
• Equity plan and dilution:
• Executive pay oversight and outcomes: