Tyler P. Lipschultz
About Tyler P. Lipschultz
Independent director since August 1, 2025; age 58. Over 35 years in orthopaedics, spine, and biologics; President of LocateBio, Inc. (U.S. subsidiary) since November 2024; prior leadership at Orthofix Medical (President, Global Biologics), SeaSpine (SVP/VP Orthobiologics and Business Development), and NuVasive (EVP Global Operations/EVP Biologics). Education: BA in Economics & Business Administration (Kalamazoo College); MBA (Executive) from Purdue’s Krannert School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LocateBio, Inc. (U.S. subsidiary) | President | Nov 2024 – present | Biologics strategy leadership |
| Orthofix Medical Inc. | President, Global Biologics | Jan 2023 – Jul 2025 | Global biologics portfolio lead |
| SeaSpine Holdings Corp. | SVP, Orthobiologics & BD; previously VP | Feb 2018 – Jan 2023; Jul 2015 – Feb 2018 | Orthobiologics growth and BD |
| NuVasive, Inc. | EVP, Global Operations; EVP, Biologics | Jun 2008 – Mar 2015 | Scaling operations; biologics expansion |
| ProtoStar (incubator; formed Annulex, CVRx, VERTx) | Director; co-founded VERTx | Pre-2002 (VERTx merged with Spine Wave in 2002) | Early-stage device venture creation |
| Spine Wave | EVP & GM, mechanical business | Post-2002 merger | Mechanical spine device leadership |
| Piper Jaffray | Equity Research Analyst | Prior to ProtoStar | Market/finance expertise |
| Stryker; Smith & Nephew; DePuy | Marketing/Product Management | Prior roles | Commercial execution in medtech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company board roles | None disclosed | — | — |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (no chair roles) .
- Independence: Board affirmed Lipschultz as independent under NYSE American standards .
- Audit Committee qualifications: Independent and financially literate; audit committee financial expert designation applies to Bakewell (Chair) (and former McNamara), not Lipschultz .
- Appointment context: Added at Nantahala Capital’s request following its acquisition of ~49% of common stock; no formal investor rights agreement with Nantahala regarding board composition .
- Board/committee activity baseline (FY2024): Board met 17 times; Audit met 5; Compensation met 3; Nominating & Governance met 2. Lipschultz joined in Aug 2025 (FY2024 attendance data references prior board) .
Fixed Compensation
| Description | Annual Cash Retainer (USD) |
|---|---|
| Non-Employee Director (other than Board Chair) | $55,000 |
| Board Chair | $110,000 |
| Audit Committee Chair | $22,500 |
| Audit Committee Member (other than Chair) | $11,250 |
| Compensation Committee Chair | $16,250 |
| Compensation Committee Member (other than Chair) | $8,125 |
| Nominating & Corporate Governance Committee Chair | $10,000 |
| Nominating & Corporate Governance Committee Member (other than Chair) | $5,000 |
Governance features: Non-employee director compensation capped at $400,000 per FY ($600,000 for Chair/lead independent or initial service year) under the 2023 Plan .
Performance Compensation
| Equity Award Type | Reference Grants | Vesting / Terms | Notes |
|---|---|---|---|
| RSUs/DSUs (Annual Director Grants) | 162,162 shares per director (Aug 15, 2024); Chair: 748,648 DSUs | RSUs/DSUs vest in nearly equal annual installments over 4 years beginning one-year from grant; double-trigger acceleration upon change-in-control conditions; pro-rata on death | |
| Stock Options (2023 director program; revised to RSU-only thereafter) | 28,230 options per director; 42,345 for Chair (Aug 15, 2023) | Vested fully Aug 15, 2024; 10-year term; exercise price $1.20 |
Timing policy: Annual non-employee director equity grants approved after the annual meeting with an August 15 grant date when feasible; timing may be delayed if share reserve insufficient .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None | — | — | No public company directorships disclosed for Lipschultz . |
Expertise & Qualifications
- Domain expertise: Orthobiologics, spine, operations, M&A, governance; financial/accounting exposure .
- Education: BA (Economics & Business Administration) – Kalamazoo College; MBA (Executive) – Purdue Krannert .
- Independence and conduct: Subject to Code of Conduct; insider trading policy and anti-hedging/anti-pledging restrictions .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | DSUs/RSUs Vesting ≤60 Days | Percent of Class |
|---|---|---|---|---|
| Tyler P. Lipschultz | 0 | 0 | 0 | <1% |
Policy safeguards: Company prohibits hedging and pledging of securities for directors and officers; has Dodd-Frank compliant clawback policy (effective Oct 1, 2023) .
Governance Assessment
- Appointed at request of controlling shareholder (Nantahala ~48.9% at record date), which increases potential for significant shareholder influence over board composition; company discloses no formal rights agreement with Nantahala—mitigating contractual governance risk but warrants monitoring of independence in practice .
- Strong committee structure and independent status; Audit Chair designated financial expert (Bakewell), Lipschultz financially literate but not the designated “financial expert” .
- Director compensation program features investor-friendly provisions: no option/SAR repricing, director compensation caps, clawback, no tax gross-ups; shift from options to RSUs reduces risk but may modestly increase guaranteed value vs. performance-linked awards .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 78,660,452 | 819,267 | 395,707 | 17,004,922 |
| 2025 Frequency of Say-on-Pay (One Year) | 78,742,507 (1Y) | 1,081,191 (2Y) | 38,382 (3Y) | 13,346 (abst.) |
Prior year (2024) say-on-pay approval exceeded 98% .
Related Party Transactions & Conflicts
- April 10, 2025: OrbiMed affiliates sold 73,114,592 shares privately to funds including Nantahala (57 million shares); company entered into a resale registration rights agreement with purchasers; later terminated prior OrbiMed investor rights agreement when its ownership fell below 10% .
- August 1, 2025 board changes: McNamara/Mitchell-Keller resigned pursuant to an oral understanding regarding board composition; Lipschultz appointed at Nantahala’s request; company states no arrangements with Nantahala on governance rights .
Risk Indicators & Red Flags
- Significant shareholder influence: Nantahala ~48.9% beneficial ownership at record date; board composition influenced by major holder—monitor for independence in committee decisions (RED FLAG potential) .
- Equity plan dilution: 2025 amendment increased 2023 Plan shares by 12.3 million; potential dilution/overhang disclosed (current potential dilution 9.9%; potential overhang post-amendment 18.7%) .
- Positive safeguards: No repricing, anti-hedging/pledging, clawback in place .
Compensation Peer Group (Benchmarking context)
- 2024 peer set used for executive benchmarking included: Anika Therapeutics; AxoGen; Iradimed; NeuroPace; OrthoPediatrics; Pulmonx; Rockwell Medical; Sanara MedTech; SI-BONE; Sientra; Sight Sciences; Silk Road Medical; Surmodics; TELA Bio; Treace Medical Concepts; Zynex .
Insider Trades
- No Form 4 insider transactions located for Tyler P. Lipschultz in the last 24 months (search returned no results).
Notes
- Indemnification: Standard director indemnification agreement executed upon appointment .
- Director equity grant timing may be affected by annual meeting schedule and share reserves; 2025 annual meeting occurred on Nov 7, 2025 .