DEF 14A of Orthopediatrics Corp, Apr 20, 2026

DEF 14A of Orthopediatrics Corp

Filed Apr 20, 2026 · FY20250001425450-26-000027

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of 11 directors who are divided into three classes. All of the current directors were members of our Board at the conclusion of the 2025 annual meeting of stockholders, with the exception of Kelly Fischer. Directors in each class serve a three-year term. The terms of each class expire at successive annual meetings so that the stockholders elect one class of directors at each annual meeting. Pursuant to that certain Stockholders’ Agreement, dated October 16, 2017, between Squadron Capital LLC (“Squadron”) and the Company (the “Stockholders’ Agreement”), Squadron has caused the Company to nominate three appointed individuals to serve as directors. The persons nominated by Squadron are designated as “Squadron Directors” below. The current classification of our Board is: Terms expiring at this annual meeting: George S. M. Dyer, MD, Kelly Fischer, David R. Pelizzon (Squadron Director) and Harald Ruf (Squadron Director) Terms expiring at the 2027 annual meeting: David R. Bailey, Marie C. Infante (Squadron Director) and Jimmy D. McDonald Terms expiring at the 2028 annual meeting: Fred L. Hite, Bryan W. Hughes, Samuel D. Riccitelli and Mark C. Throdahl Our Board, on the recommendation of its Corporate Governance Committee, has nominated Dr. Dyer, Ms. Fischer, Mr. Pelizzon and Mr. Ruf for election at this year’s annual meeting. If elected, each of these four nominees will serve on our Board until the 2029 annual meeting, or until his or her successor is duly elected and qualified in accordance with the Company’s bylaws. If any of these nominees should become unable to accept election, our Proxy Committee may vote for other person(s) selected by our Board. Our Board has no reason to believe that any of the nominees will be unable to accept election. Below is certain information concerning our Board’s nominees for election at this year’s annual meeting, followed by information concerning those Board members who are not standing for election this year and whose term of office will continue after the annual meeting. The biographies of each of the nominees and continuing directors below contain information regarding the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and our Board to determine that the person should be elected (or should continue to serve even if not standing for election) as a director for the Company in 2026. Following the director biographies is information concerning our corporate governance structure, including descriptions of the standing committees of our Board, namely our Audit, Compensation and Corporate Governance Committees. The directors serving on each committee are listed in the descriptions below. Our directors may also serve on other committees of our Board and the board of directors of the Company’s subsidiaries that are not required to be described by this proxy statement and which are therefore not identified in the information below. Elsewhere in this proxy statement you will find information concerning the numbers of our common shares that are beneficially owned by each of our directors (see “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”) and information regarding the compensation of our directors (see “EXECUTIVE AND DIRECTOR COMPENSATION”). We urge you to review all of this information when deciding how to vote on Proposal 1.

  2. ELECTION OF DIRECTORS

    | Our Board recommends that you vote FOR all four of the nominees named below. |

  3. ELECTION OF DIRECTORS

    The following persons have been nominated for election to the Board:

  4. Nominees for Election at this Annual Meeting (with Terms to Expire at the 2029 Annual Meeting)

    Nominees for Election at this Annual Meeting (with Terms to Expire at the 2029 Annual Meeting) George S. M. Dyer, MD, 58, has served as a director since April 2023. Dr. Dyer is currently an attending upper extremity surgeon on both the Hand and Upper Extremity Service and the Orthopedic Trauma Service at Brigham and Women’s and Children’s Hospital in Boston, Massachusetts. He first joined the staff at Brigham and Women's Hospital in 2008. Additionally, Dr. Dyer is an Associate Professor of Orthopedic Surgery at Harvard Medical School, a position he has held since 2017. He graduated from Harvard Medical School, the Harvard Combined Orthopedic Residency Program and the Upper Extremity Fellowship of the Brigham and Women’s Hospital and Children's Hospital. Dr. Dyer specializes in upper extremity adult trauma surgery, as well as complex post-traumatic reconstruction of the shoulder, elbow, wrist and hand concerning adults. In addition to his roles with Brigham and Women’s Hospital and Children’s Hospital and Harvard Medical School, Dr. Dyer serves in the United States Navy, Medical Corps (reserve). We believe Dr. Dyer's orthopedic surgery experience qualify him to serve on our board of directors. Kelly Fischer, 51, has served as a director since August 2025. Ms. Fischer currently serves as the Senior Vice President and Chief Financial Officer of Cook Medical, a multibillion-dollar medical device company. Over her two-decade tenure at Cook Medical, Ms. Fischer has held progressively responsible roles in finance and operations. Prior to Cook Medical, Ms. Fischer was an Audit Manager at Ernst & Young and held various positions at Arthur Andersen. Ms. Fischer holds a bachelor's degree in accounting from the Kelley School of Business at Indiana University. We believe Ms. Fischer's medical device industry experience qualify her to serve on our Board of Directors. David R. Pelizzon, 70, has served as a director since 2011. Mr. Pelizzon was nominated pursuant to the Stockholders’ Agreement with Squadron. Mr. Pelizzon is the President of Squadron and a member of its Managing Committee, positions he has held since 2008. Since June 2020, Mr. Pelizzon has also served as a director of Alphatec Holdings, Inc. (Nasdaq: ATEC), a medical technology company focused on the design, development, and advancement of technology for the surgical treatment of spinal disorders. Prior to joining Squadron, Mr. Pelizzon was the Managing Director of Precision Edge Surgical Products Company from 2005 to 2008. Mr. Pelizzon is a retired U.S. Army officer who served nearly 30 years on active duty in airborne and special operations units. Mr. Pelizzon is a graduate of the U.S. Military Academy and earned advanced degrees from Harvard University and the U.S. Naval War College. We believe Mr. Pelizzon’s leadership and management experience qualify him to serve on our board of directors. Harald Ruf, 72, has served as a director since April 2017. Mr. Ruf was nominated pursuant to the Stockholders’ Agreement with Squadron. Mr. Ruf has worked for Squadron since 2014, first as Chief Financial Officer and currently as Chief Operating Officer. Mr. Ruf served on the board of directors of Chromogenex Limited, based in the United Kingdom, from 2014 to 2016. From 2010 to 2016, Mr. Ruf served as a Managing Partner of Teuscher Ruf & Walpole, LLC, an accounting firm providing tax, audit and consulting services. He is also the Chairman of Ruf Enterprises, LLC, a holding company that he co-founded 1993. During his career, he has co-founded a number of successful companies across several industries. Mr. Ruf is a graduate of Brigham Young University, where he earned a Bachelor of Science in Accounting, and he is an Emeritus Licensed Certified Public Accountant in Utah and an Inactive Licensed Certified Public Accountant in California. Mr. Ruf has served as an officer and board member for local and national companies and associations and has been recognized nationally for such service. We believe Mr. Ruf’s 35+ years of executive level experience in several industries, including medical device manufacturing, qualifies him to serve on our board of directors. The following persons will continue as directors:

  5. Continuing Directors of the Class with Terms Expiring at the 2027 Annual Meeting

    Continuing Directors of the Class with Terms Expiring at the 2027 Annual Meeting David R. Bailey, 47, was appointed to serve as the Company’s President and Chief Executive Officer effective June 1, 2021, and as a director effective November 3, 2021. He joined OrthoPediatrics in 2007 and has spent most of his career helping build the company from its early start-up days, to a publicly traded company. During his tenure, Mr. Bailey has held multiple leadership positions of increasing responsibility, including Domestic and International Sales, Operations and oversight of the Trauma & Deformity Correction and Scoliosis business units. As an early employee in the Company’s life cycle, Mr. Bailey was instrumental in setting the strategic agenda for the Company, raising start-up capital, championing new product development, and establishing a global distribution network. Prior to joining the Company, Mr. Bailey worked as a sales representative and independent distributor for Smith & Nephew Orthopaedics. He attended Purdue University in Lafayette and holds a Bachelor of Science in Sales and Sales Management. He has continued his education at the Harvard Business School, where in 2020, he completed the Professional Leadership Development program. We believe Mr. Bailey's extensive knowledge of the Company and all facets of its business and his experience in the medical device industry qualify him to serve on our board of directors. Marie C. Infante, 76, has served as a director since 2014. Ms. Infante was nominated pursuant to the Stockholders’ Agreement with Squadron. Her prior experience as a director includes educational, non-profit, and professional organizations. Ms. Infante has more than 25 years of experience as a healthcare lawyer and a certified compliance professional. Since 2013, she has been an active consultant and senior advisor in the healthcare industry. Recent affiliations have included Avalon Healthcare Services, Zimmet Healthcare Services Group, Triple Tree Capital Partners and BDO Center for Healthcare Excellence and Innovation. From 2006 to 2013, she served as the Senior Vice President, Chief Compliance Officer and General Counsel for Healthcare Law for a $3 billion leader in post-acute healthcare services whose 42,000 employees cared for over 60,000 patients annually. Her industry expertise also stems from 15 years as a clinical specialist in orthopedic nursing. Ms. Infante is a graduate of the University of Maryland, where she earned a Bachelor of Science in Nursing and a Master of Science. She also holds an MBA from Loyola University and a JD from the Catholic University of America. We believe Ms. Infante’s clinical orthopedic experience and knowledge as a healthcare lawyer and compliance expert qualify her to serve on our board of directors. Jimmy D. McDonald, 65, was appointed to the OrthoPediatrics Board in October 2022. Mr. McDonald retired from TE Connectivity ("TE"), a global industrial technology leader for connectivity and sensor solutions, in December 2022, at which time he served as Vice President and Chief Supply Chain Officer. He served as a member of its Operating Committee, which oversees and guides the overall operation of the organization. He continues his work with TE by currently serving as a member of its Operating Committee, which oversees and guides the overall operation of the organization. Prior to joining TE in 2013, Mr. McDonald worked for Honeywell Aerospace serving as Vice President of Strategic Sourcing. Prior to that, he spent 24 years with General Motors in diverse roles with increasing responsibilities within global operations. Mr. McDonald is also a founding member and Co-Executive sponsor of the TE African Heritage Employee Resource Group and a board member of the TE Foundation. Mr. McDonald graduated from Oakland University in Rochester, Michigan, where he received a Bachelor of Science degree in Business Administration. He also completed the Executive Development Program at the Kellogg School of Business at Northwestern University. We believe Mr. McDonald's experience in global business operations qualify him to serve on our board of directors.

  6. Continuing Directors of the Class with Terms Expiring at the 2028 Annual Meeting

    Continuing Directors of the Class with Terms Expiring at the 2028 Annual Meeting Fred L. Hite, 58, has served as our Chief Financial Officer since February 2015, as our Chief Operating Officer since June 2020, and as a director since August 2015. Prior to joining our company, from 2004 through 2014, Mr. Hite served as the Chief Financial Officer and Investor Relations Officer of Symmetry Medical Inc., ("Symmetry"), a company previously listed on the New York Stock Exchange. Prior to joining Symmetry, Mr. Hite spent 13 years with General Electric Corporation in a variety of financial positions and areas including commercial, manufacturing, sourcing and services. Mr. Hite earned a Bachelor of Science in Finance from the Indiana University Kelley School of Business. We believe Mr. Hite’s financial acumen and public company management experience qualify him to serve on our board of directors. Bryan W. Hughes, 48, has served as a director since 2012. Mr. Hughes is the Managing Director and Group Head of Medical Technology Investment Banking at P&M Corporate Finance, LLC, an investment bank providing merger and acquisition services to companies throughout North America and Europe, a position he has held since 2008. Mr. Hughes earned a B.B.A. with an emphasis in Finance and Accounting from the Stephen M. Ross School of Business at the University of Michigan. Mr. Hughes is a licensed securities representative, holding Series 7 and 63 registrations. We believe Mr. Hughes’s experience advising private and public medical technology companies in strategic, financial and transaction related matters qualifies him to serve on our board of directors. Samuel D. Riccitelli, 67, has served as a director since December 2017. Mr. Riccitelli served as a board director for Biocept, Inc. (Nasdaq: BIOC), a cancer diagnostics company, from October 2020, Chairman of the Board from July 2021, and interim President and Chief Executive Officer from February 2022 to June 2023. From 2019 to 2020 he served as Chief Executive Officer of Pathnostics, a privately-owned infectious disease diagnostics company. From 2017 to 2019, Mr. Riccitelli served as Chairman of the Board of Directors of Precipio, Inc. (Nasdaq: PRPO). From 2012 to 2017, Mr. Riccitelli served as President and Chief Executive Officer and a director of Signal Genetics, Inc., a publicly traded molecular diagnostic company that was ultimately sold to Miragen Therapeutics, Inc. Mr. Riccitelli was also previously the Executive Vice President and Chief Operating Officer of Genoptix, Inc., a publicly traded diagnostic company that was sold to Novartis in 2011. We believe Mr. Riccitelli’s extensive experience with healthcare companies, particularly emerging companies, qualifies him to serve on our board of directors. Mark C. Throdahl, 75, was appointed Chairman of the Board of Directors in 2024. Prior to his transition to Chairman of the Board, Mr. Throdahl previously served as our Executive Chairmen from June 2021 until 2024 and Chief Executive Officer from January 2011 until June 2021 and has served as a director since 2009. Prior to joining our company, Mr. Throdahl served from 2008 to 2009 as a Group President of Zimmer Holdings, Inc., a worldwide leader in orthopedic implants. Mr. Throdahl previously served from 2001 to 2007 as the Chief Executive Officer and director of Consort Medical plc in London, United Kingdom. During a 13 year career at Becton Dickinson & Co., he served as Senior Vice President of the Drug Delivery sector and President of Nippon Becton Dickinson in Tokyo. Mr. Throdahl began his career at Mallinckrodt, Inc. Mr. Throdahl is a graduate of Princeton University and earned an MBA from Harvard Business School. We believe Mr. Throdahl’s leadership of both large organizations and growing businesses qualifies him to serve on our board of directors.

  7. Relationship Between Pay and Performance

    Relationship Between Pay and Performance We design our executive compensation program to align the attraction, motivation and retention of our NEOs with the goal of promoting the interests of our stockholders. In an effort to achieve this balance and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our NEOs’ annual target total direct compensation opportunity is both “at-risk” and variable in nature. We emphasize variable compensation that appropriately rewards our NEOs through the following two principal compensation elements: •First, our NEOs participate in our annual cash bonus plan, which provides the opportunity for cash bonus awards if our NEOs produce short-term results aligned with long-term stockholder value, such as revenue and Adjusted EBITDA, that meet or exceed certain business and financial objectives set by the Compensation Committee. •Second, we grant restricted stock awards, which in the aggregate comprise a majority of our NEOs annual target total direct compensation opportunities. The value of these equity awards depends entirely on the value of our common stock and are intended to incentivize our executive officers to build sustainable long-term value for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our NEOs target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance. We believe that these compensation elements provide balanced incentives for our executive officers to meet our business objectives and drive long-term growth.

  8. Executive Compensation Policies and Practices

    Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2025: What We Do: •Maintain Independent Compensation Committee. The Compensation Committee is composed of independent directors who determine our compensation policies and practices. •Annual Executive Compensation Review. The Compensation Committee reviews and approves our compensation strategy annually, to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. •Periodic Use of Independent Compensation Advisor. The Compensation Committee periodically engages its own compensation consultant to assist with its compensation review. •Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our NEOs’ compensation is “at risk” based on corporate performance, as well as equity-based, to align the interests of our executive officers and stockholders. •Multi-Year Vesting Requirements. The annual equity awards granted to our NEOs are earned and/or vest over multi-year periods, consistent with current market practice and our retention and stockholder alignment objectives. •Stock Ownership Guidelines. We maintain stock ownership guidelines for the non-employee members of our Board of Directors. •Compensation Recovery (“Clawback”) Policy. We have adopted a compensation recovery (“clawback”) policy that complies with the requirements of Exchange Act Section 10D and Rule 10D-1 and applicable Nasdaq rules for our current and former executive officers (as defined in Rule 10D-1) for the recovery of any erroneously-awarded performance-based incentive compensation. What We Don't Do: •No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or arrangements or any supplemental executive retirement plans to our NEOs. Our NEOs are eligible to participate in our Section 401(k) defined contribution retirement savings plan and retirement benefit plan on the same basis as our other employees. •Limited Perquisites. We provide minimal perquisites and other personal benefits to our NEOs. •No Tax Payments on Perquisites. We do not provide our NEOs with any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits. •No Tax Payments on Change-in-Control Arrangements. We do not provide to our executive officers any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change-in-control of the Company. •No Hedging or Pledging of our Equity Securities Without Pre-Clearance. We prohibit our employees, including our executive officers, and the non-employee members of our Board of Directors, from hedging or pledging our equity securities. •No Stock Option Re-pricing. We do not reprice our stock option awards.

  9. Compensation-Setting Process

    Compensation-Setting Process Role of the Compensation Committee The Compensation Committee discharges many of the responsibilities of our Board of Directors relating to the compensation of our named executive officers and sets the compensation for our CEO and our other NEOs. Similarly, the Compensation Committee develops and presents recommendations to our Board of Directors for approval with respect to the compensation of the non-employee members of our Board of Directors. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our named executive officers. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes recommendations that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our named executive officers when making decisions and recommendations with respect to their compensation. The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The Compensation Committee periodically engages a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making decisions concerning the compensation of our NEOs. Setting Target Total Direct Compensation The Compensation Committee conducts an annual review of the compensation arrangements of our NEOs typically during the third or fourth fiscal quarter of the year. As part of this review, the Compensation Committee evaluates the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our NEOs and all related performance criteria. The Compensation Committee does not establish a specific target for formulating the compensation opportunities of our NEOs. In making decisions and developing recommendations about the compensation of our NEOs, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following: •Our executive compensation program objectives. •Our performance against the financial, operational and strategic objectives established by the Company. •Each NEO’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and, in certain instances, selected broad-based compensation surveys. •The scope of each NEO’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and, in certain instances, selected broad-based compensation surveys. •The prior performance of each NEO, based on a subjective assessment of such executive officer’s contributions to our overall performance, ability to lead the executive officer’s business unit or function and work as part of a team. •The potential of each NEO to contribute to our long-term financial, operational and strategic objectives. •The retention risk (and related replacement cost) of each NEO. •Our CEO’s compensation relative to that of our other named executive officers, and compensation parity among our executive officers. •The compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each NEO’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data. •The recommendations of our CEO with respect to the compensation of our NEOs (except with respect to his own compensation). These factors provide the framework for making decisions and formulating and developing recommendations regarding the compensation opportunity for each NEO. No single factor is determinative in making these decisions and developing these recommendations, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not assign any predetermined weight to these factors, nor does it apply any formulas in making its compensation decisions or developing its compensation recommendations for our NEOs. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer and business judgment in formulating and making their recommendations. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation recommendations with respect to our executive officers. Instead, in making its decisions and formulating and developing its recommendations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels. Role of Management In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our NEOs (except with respect to his own compensation), based on his evaluation of their performance for the prior year. At the end of each year, our CEO reviews the performance of our NEOs based on each individual’s level of success in accomplishing the business objectives established for such executive officer for the year and his overall performance during that year, and then shares these evaluations with the Compensation Committee for each element of compensation as described above. The annual business objectives for each executive officer are developed through mutual discussion and agreement between our CEO and the executive officers and take into account our business objectives, which are reviewed with our Board of Directors. The Compensation Committee reviews and discusses with our CEO his proposals and recommendations and considers them as one factor in making its compensation decisions with respect to the compensation of our CEO. Our CEO also attends meetings of our Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. Role of Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions and recommendations resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms.

  10. Competitive Positioning

    Competitive Positioning The Compensation Committee uses data drawn from NFP’s proprietary database for life sciences companies to evaluate the competitive market when making its decisions and developing its recommendations for the annual total direct compensation packages for our executive officers, including base salary, target annual cash bonus opportunities and long-term incentive compensation opportunities.

  11. Annual Cash Bonuses

    Annual Cash Bonuses We consider short-term incentive compensation in the form of annual cash bonuses to be an important component of our total compensation program and to motivate our executive officers, including our named executive officers to achieve our annual business goals and achieve our retention objectives. In November 2024, the Compensation Committee approved the 2025 Corporate Bonus Plan to provide incentives for our NEOs to meet or exceed certain 2025 financial and corporate objectives set by the Company.

  12. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities In November 2024, as part of its annual review of our executive compensation program, the Compensation Committee reviewed the target annual cash bonus opportunities of our NEOs and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Following this review, the Compensation Committee set the target annual cash bonus opportunities, expressed as a percentage of his annual base salary, for our CEO and our other incumbent NEOs. The target annual cash bonus opportunities for our incumbent named executive officers, were as follows:

  13. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | 2025 Annual Base Salary ($) | Percentage of 2025 Annual Base Salary at Target Plan Goal (%) | Target Annual Cash Bonus Opportunity ($) | | David R. Bailey | 550,000 | 75.0% | 412,500 | | Fred L. Hite | 501,000 | 75.0% | 375,750 | | Gregory A. Odle | 368,000 | 50.0% | 184,000 | | Daniel J. Gerritzen | 368,000 | 50.0% | 184,000 | | Joseph W. Hauser | 413,000 | 75.0% | 306,498 |

  14. Corporate Performance Measures

    Corporate Performance Measures In November 2024, the Compensation Committee established performance measures to determine payouts for purposes of the 2025 Corporate Bonus Plan. The payout, if any, was to be based upon the achievement of threshold and target Sales Performance (revenue) (payout threshold was 80% of Sales Performance quarterly budget and 40% of the bonus) and Adjusted EBITDA goals (payout threshold was 80% of Adjusted EBITDA quarterly budget and 25% of the bonus), along with 2025 Individual Performance (10% of the bonus) and Corporate Objectives (25% of the bonus). Overachievement of Sales Performance and Adjusted EBITDA was permitted (multiplier at 100+% for Sales Performance and for Adjusted EBITDA any overachievement will be annualized and put in a pool for discretionary bonuses at year-end 2025). If 80% threshold quarterly Sales Performance was not achieved, there was to be no payout for Sales Performance for that quarter. Additionally, if 80% threshold Adjusted EBITDA quarterly budget was not achieved there was to be no payout for Adjusted EBITDA for that quarter.

  15. 2025 Bonus Plan Payments

    2025 Bonus Plan Payments In February 2026, based on the assessment of our performance against these goals, the Compensation Committee determined to award cash bonus payments to our NEOs, pursuant to the 2025 Corporate Bonus Plan and approved bonus payments equal to 78.2% target for our NEOs. 78.2% achievement was based on the Corporate Performance Measures detailed above. No adjustments were made to performance targets established in November 2024. The following table sets forth the target annual cash bonus opportunities and the actual bonus payments made to our NEOs for 2025:

  16. 2025 Bonus Plan Payments

    | Named Executive Officer | Target Annual Cash Bonus Opportunity ($) | Annual Payout of 2025 Target Bonus Opportunity (%) | 2025 Actual Bonus Award ($) | | David R. Bailey | 412,500 | 78.2% | 322,281 | | Fred L. Hite | 375,750 | 78.2% | 293,569 | | Gregory A. Odle | 184,000 | 78.2% | 143,757 | | Daniel J. Gerritzen | 184,000 | 78.2% | 143,757 | | Joseph W. Hauser | 306,498 | 78.2% | 239,463 |

  17. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our NEOs with those of our stockholders. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs. We have historically granted restricted stock awards to our NEOs. Moreover, historically, 100% of the shares of each annual restricted stock award granted to our NEOs vests three years from the grant date subject to the NEO’s continued service with the Company through the vesting date. However, in 2024, because the Company’s 2024 Incentive Plan was approved by the stockholders at the 2024 Annual Meeting in late May 2024, 100% of the shares of each restricted stock award granted to our NEOs on June 11, 2024 vests on March 15, 2027 (approximately two years and nine months from the subject grant dates) subject to the NEO’s continued service with the Company through the vesting date. Long-term equity incentives promote retention, as our executive officers will only receive value if they remain employed by us over the required term. In addition, these awards foster an ownership culture among our NEOs by making them stockholders with a personal stake in the value they intend to create. The target value of the equity awards granted to our NEOs are determined and approved by the Compensation Committee after considering the intensely competitive market in which we operate, the value of our highly experienced executive team and the following factor: •the outstanding equity holdings of each named executive officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives). The restricted stock awards granted in 2025 to our incumbent named executive officers were as follows:

  18. Long-Term Incentive Compensation

    | Named Executive Officer | Restricted Stock Awards (number of shares) | | David R. Bailey | 97,496 | | Fred L. Hite | 63,342 | | Gregory A. Odle | 38,773 | | Daniel J. Gerritzen | 38,773 | | Joseph W. Hauser | 52,169 |

  19. Employment and Severance Arrangements

    Employment and Severance Arrangements On October 15, 2024, the Company entered into a substantially similar employment agreement (each, an "Agreement" and collectively, the “Agreements”) with each of our NEOs. The Agreements superseded and replaced the existing employment agreements with the NEOs, dated July 31, 2014 (or, in the case of Mr. Hite, February 1, 2015, and, in the case of Mr. Hauser, March 1, 2022). The Compensation Committee approved the Agreements. The Agreements provide for an initial three-year term, and will automatically renew for successive one-year terms thereafter unless either party provides notice of their intent not to renew 30 days prior to the end of the term. Under the Agreements, the NEOs receive annual base salaries as follows: Mr. Bailey receives $550,000 per year; Mr. Hite receives $501,000 per year; Mr. Odle receives $368,000 per year; Mr. Gerritzen receives $368,000 per year; and Mr. Hauser receives $400,000 per year. The Agreements provide that the NEOs' base salaries will be reviewed at a minimum or once per term for increase consideration. As noted above, Mr. Hauser's base salary was increased to $413,000 effective April 1, 2025. Additionally, the Agreements provide for (i) participation in the Company’s annual bonus plan; (ii) employee benefits and fringe benefits generally made available to all of the Company’s employees; and (iii) reimbursement of all reasonable business expenses incurred by an NEO on the Company’s behalf. The Agreements also provide that any compensation is subject to deductions or claw backs as may be required pursuant to any law, government regulation, or stock exchange listing requirement (or any claw back policy adopted by the Company pursuant to any such law, government regulation, or stock exchange listing requirement). The Agreements contain customary confidentiality, invention assignment, and non-competition covenants. The non-competition covenant restricts the NEOs during their respective employment term and for a period of 30 months thereafter from soliciting the Company’s customers or employees and from competing with the Company in any location where the Company or the NEO conducted business during the 12-month period immediately preceding such NEO’s termination. Subject to continued compliance with the restrictive covenants and execution and non-revocation of a general release of claims in favor of us, the Agreements also provide for certain severance payments and benefits if the executive’s employment is terminated by us without “cause” or by the executive for “good reason” (each, as defined in the applicable agreement). In any such event, each executive is entitled to receive: •an amount equal to (i) 30 months of the NEO’s annual base salary then in effect, plus (ii) 2.5 times the average of the NEO’s bonus payments for the three fiscal years immediately prior to the termination date, payable in 30 substantially equal monthly installments; •a lump-sum payment in the amount equal to any unpaid bonus that was earned by the NEO in any fiscal year ending prior to his termination; •a lump-sum payment equal to the pro-rated value of any bonus earned upon the satisfaction of pre-established performance objectives, payable in the year following the year in which the services were performed when such bonuses are normally paid to employees; and •up to 12 months of Company-subsidized healthcare continuation coverage for the NEO and his dependents. The Agreements also provide that each NEO is entitled to the severance payments and benefits listed above in the event of a “Change of Control” (as defined in the applicable Agreement), provided that the NEO’s employment is terminated or the NEO’s title is changed within 12 months after the change of control.

  20. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our NEOs. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  21. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Each of our executive officers is elected by our Board for a term of one year or until the election of their successors. There are no arrangements between any executive officer and any other person pursuant to which he was selected as an executive officer.

  22. Summary Compensation Table

    Summary Compensation Table Our "named executive officers" ("Named Executive Officers" or "NEOs"), as defined under 17 CFR 229.402(a)(3), for the year ended December 31, 2025, were as follows: •David R. Bailey, President and Chief Executive Officer; •Fred L. Hite, Chief Operating Officer and Chief Financial Officer; •Gregory A. Odle, President of Scoliosis; •Daniel J. Gerritzen, Executive Vice President (Legal), General Counsel, and Secretary; and •Joseph W. Hauser, President of Trauma, Deformity and OPSB. The following table sets forth information concerning the compensation of our Named Executive Officers for the years indicated.

  23. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | David R. Bailey, President and Chief Executive Officer | 2025 | 550,000 | 2,445,200 | 322,281 | 14,000 | 3,331,481 | | | 2024 | 550,000 | 2,693,771 | 402,984 | 10,133 | 3,656,888 | | | 2023 | 500,000 | 1,843,952 | 364,688 | 13,200 | 2,721,840 | | Fred L. Hite, Chief Operating Officer and Chief Financial Officer | 2025 | 501,000 | 1,588,617 | 293,569 | 14,000 | 2,397,186 | | | 2024 | 501,000 | 1,699,136 | 367,082 | 13,800 | 2,581,018 | | | 2023 | 450,000 | 1,244,700 | 328,219 | 13,200 | 2,036,119 | | Gregory A. Odle, President of Scoliosis | 2025 | 368,000 | 972,427 | 143,757 | 14,000 | 1,498,184 | | | 2024 | 368,000 | 1,040,050 | 179,755 | 13,187 | 1,600,992 | | | 2023 | 353,100 | 813,909 | 171,695 | 13,200 | 1,351,904 | | Daniel J. Gerritzen, Executive Vice President (Legal), General Counsel, and Secretary | 2025 | 368,000 | 972,427 | 143,757 | 12,880 | 1,497,064 | | | 2024 | 368,000 | 1,040,050 | 179,755 | 12,153 | 1,599,958 | | | 2023 | 353,100 | 813,909 | 171,695 | 13,200 | 1,351,904 | | Joseph W. Hauser, President of Trauma, Deformity and OPSB | 2025 | 413,000 | 1,308,399 | 239,463 | 14,000 | 1,974,862 | | | 2024 | 400,000 | 1,130,493 | 195,386 | 13,800 | 1,739,679 | | | 2023 | 353,100 | 813,909 | 171,695 | 13,200 | 1,351,904 |

  24. Summary Compensation Table

    (1) Amounts reflect the aggregate grant date fair value of restricted share grants computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 included in our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. There can be no assurance that unvested awards will vest (and, absent vesting, no value will be realized by the executive for the award). (2) Amounts reflect bonuses paid with respect to the achievement of performance criteria under our executive bonus plan. (3) Amounts in this column include 401(k) matching contributions for all individuals listed.

  25. Grants of Plan-Based Awards in Fiscal 2025 Table

    Grants of Plan-Based Awards in Fiscal 2025 Table The following table provides supplemental information relating to grants of plan-based awards made during 2025 to help explain information provided above in our 2025 Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during 2025.

  26. Grants of Plan-Based Awards in Fiscal 2025 Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($) | All Other Stock Awards: Number of Shares of Stock or Unity (#) | Grant Date Fair Market Value of Stock and Option Awards ($) | | Name | Grant Date | | | | | David R. Bailey | 3/15/2025 | 412,500 | 97,496 | 2,445,200 | | Fred L. Hite | 3/15/2025 | 375,750 | 63,342 | 1,588,617 | | Gregory A. Odle | 3/15/2025 | 184,000 | 38,773 | 972,427 | | Daniel J. Gerritzen | 3/15/2025 | 184,000 | 38,773 | 972,427 | | Joseph W. Hauser | 3/15/2025 | 306,498 | 52,169 | 1,308,399 |

  27. Pay Versus Performance

    Pay Versus Performance The following table and graphs provide information required under the SEC's "pay versus performance" rules over the last three years as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The graphs below show the relationship of "compensation actually paid" to our principal executive officer ("PEO") and other NEOs in 2021, 2022, 2023, 2024 and 2025.

  28. Pay Versus Performance

    | | Summary compensation table total for PEO (1) | | Compensation actually paid to PEO (2) | | Average summary compensation table total for non-PEO NEOs (1) | Average compensation actually paid to non-PEO NEOs (2) | Value of initial fixed $100 investment based on: | | Net (loss) income(5) | Adjusted EBITDA (5)(6) | | Year | David R. Bailey | Mark C. Throdahl | David R. Bailey | Mark C. Throdahl | | | Total shareholder return (3) | Peer group total shareholder return (4) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,331,481 | $— | $1,915,656 | $— | $1,841,824 | $1,169,216 | $30 | $75 | $(39,648) | $14,759 | | 2024 | $3,656,888 | $— | $2,471,403 | $— | $1,880,412 | $1,255,818 | $56 | $75 | $(37,822) | $8,519 | | 2023 | $2,721,840 | $— | $2,208,646 | $— | $1,522,958 | $1,222,994 | $79 | $72 | $(20,974) | $5,040 | | 2022 | $1,278,432 | $— | $826,322 | $— | $1,086,204 | $631,836 | $96 | $75 | $1,258 | $227 | | 2021 | $906,047 | $718,032 | $1,462,716 | $1,377,902 | $784,910 | $1,320,670 | $145 | $100 | $(16,260) | $(182) |

  29. Pay Versus Performance

    (1) Amounts in column (b) reflect the "Summary Compensation Table" total for our PEO. Mr. Bailey was PEO for every year reported in the table. The amounts reported in column (d) reflect the average "Summary Compensation Table" totals for our remaining NEOs for the relevant fiscal year, which includes the following individuals: Fred L. Hite, Gregory A. Odle, Daniel J. Gerritzen, and Joseph W. Hauser for each such year. (2) "Compensation actually paid" reflects the amounts set forth within the "Summary compensation table total for PEO" and "Average summary compensation table total for non-PEO NEOs" columns of the table above, each adjusted in accordance with SEC rules. Amounts added and deducted, on an item-by-item basis, to calculate the compensation actually paid for each fiscal year are included in the tables below.

  30. Pay Versus Performance

    | | 2021 | | 2022 | 2023 | 2024 | 2025 | | | (Mr. Throdahl) | (Mr. Bailey) | (Mr. Bailey) | (Mr. Bailey) | (Mr. Bailey) | (Mr. Bailey) | | Summary Compensation Table Total Compensation | $718,032 | $906,047 | $1,278,432 | $2,721,840 | $3,656,888 | $3,331,481 | | Less: Stock award values reported for the covered year | 267,861 | 361,360 | 689,961 | 1,843,952 | 2,693,771 | 2,445,200 | | Plus: Fair Value for stock awards granted in the covered year | 315,881 | 426,143 | 599,565 | 1,444,874 | 2,095,356 | 1,731,529 | | Change in fair value of outstanding unvested stock awards from prior years | 452,130 | 345,476 | (325,462) | (160,356) | (555,462) | (730,827) | | Change in fair value of stock awards from prior years that vested in the covered year | 159,720 | 146,410 | (36,252) | 46,240 | (31,608) | 28,673 | | Compensation Actually Paid | $1,377,902 | $1,462,716 | $826,322 | $2,208,646 | $2,471,403 | $1,915,656 |

  31. Pay Versus Performance

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | | (Non-PEO NEOs) | (Non-PEO NEOs) | (Non-PEO NEOs) | (Non-PEO NEOs) | (Non-PEO NEOs) | | Summary Compensation Table Total Compensation | $784,910 | $1,086,204 | $1,522,958 | $1,880,412 | $1,841,824 | | Less: Stock award values reported for the covered year | 313,624 | 585,216 | 921,607 | 1,227,432 | 1,210,468 | | Plus: Fair Value for stock awards granted in the covered year | 367,540 | 508,544 | 722,145 | 954,761 | 857,173 | | Change in fair value of outstanding unvested stock awards from prior years | 356,996 | (322,684) | (136,740) | (326,662) | (343,633) | | Change in fair value of stock awards from prior years that vested in the covered year | 124,848 | (55,012) | 36,238 | (25,261) | 24,320 | | Compensation Actually Paid | $1,320,670 | $631,836 | $1,222,994 | $1,255,818 | $1,169,216 |

  32. Pay Versus Performance

    (3) For the relevant fiscal year, represents the Company's cumulative total shareholder return ("TSR") for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021. (4) For the relevant fiscal year, represents the cumulative TSR of the S&P Healthcare Equipment Select Industry Index for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021. (5) Amounts reported for net (loss) income and Adjusted EBITDA are in thousands. (6) The Company-Selected Measure is Adjusted EBITDA. Adjusted EBITDA in the table above represents net loss (income), plus interest (income) expense, net plus other (income) expense, provision for income taxes (benefit), depreciation and amortization, trademark impairment, stock-based compensation expense, fair value adjustment of contingent consideration, restructuring charges, European Union Medical Device Regulation fees, acquisition related costs, nonrecurring Pega conversion fees, and the cost of minimum purchase commitments. Adjusted EBITDA is a non-GAAP financial measure.

  33. Description of Relationships Among Pay Versus Performance Measures

    Description of Relationships Among Pay Versus Performance Measures

  34. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.

  35. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Net (Loss) Income

    Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Net (Loss) Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net (loss) income during each of the five most recently completed fiscal years.

  36. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA during each of the five most recently completed fiscal years.

  37. Stock Vested in Fiscal 2025 Table

    Stock Vested in Fiscal 2025 Table

  38. Stock Vested in Fiscal 2025 Table

    | Name | | Stock Awards | | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David R. Bailey | 3/15/2025 | 15,091 | 378,482 | | Fred L. Hite | 3/15/2025 | 14,836 | 372,087 | | Gregory A. Odle | 3/15/2025 | 12,364 | 310,089 | | Daniel J. Gerritzen | 3/15/2025 | 12,000 | 300,960 | | Joseph W. Hauser | 3/15/2025 | 12,000 | 300,960 |

  39. Director Compensation

    Director Compensation The Company historically compensates its non-employee directors for their service to the Company through a cash retainer in an amount equal to $90,000 or $22,500 per regular meeting attended. On May 6, 2025, the Company revised its Non-Employee Director Compensation Policy to grant each director $175,500 worth of restricted stock as of the adjournment of the 2025 annual meeting. 1/3rd of the shares vest on each of the first, second and third anniversary dates of the grant (or, if earlier, on the date of the Company's annual meeting in each the first, second, and third calendar years after the date of grant) subject to continued service through the applicable vesting date. Prior to the revision to the Non-Employee Director Compensation Policy, the Company paid each director a cash fee of $22,500, which was the only cash compensation paid to each director for general Board service during 2025. In addition, each non-employee director who serves as the chairperson of our Board or of our Compensation Committee or Corporate Governance Committee receives an additional cash fee of $5,000 per year and the chairperson of our Audit Committee receives an additional $10,000 per year. The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2025. Mr Bailey and Mr. Hite, each of whom is an executive officer, do not receive additional compensation for their service as a director, and therefore are not included in the table below.

  40. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Dr. George Dyer | 22,500 | 175,500 | — | — | — | — | 198,000 | | Kelly Fischer | — | 73,125 | — | — | — | — | 73,125 | | Bryan W. Hughes | 32,500 | 175,500 | — | — | — | — | 208,000 | | Marie C. Infante | 27,500 | 175,500 | — | — | — | — | 203,000 | | Jimmy D. McDonald | 23,750 | 175,500 | — | — | — | — | 199,250 | | David R. Pelizzon | 22,500 | 175,500 | — | — | — | — | 198,000 | | Samuel D. Riccitelli | 22,500 | 175,500 | — | — | — | — | 198,000 | | Harald Ruf | 22,500 | 175,500 | — | — | — | — | 198,000 | | Terry Schlotterback | 26,250 | 175,500 | — | — | — | — | 201,750 | | Mark Throdahl | 27,500 | 175,500 | — | — | — | — | 203,000 |