FCHI8,141.92-0.19%
GDAXI24,083.53-0.19%
DJI49,167.79-0.13%
XLE56.850.15%
STOXX50E5,860.32-0.39%
XLF51.840.06%
FTSE10,321.09-0.56%
IXIC24,887.100.20%
RUT2,788.190.04%
GSPC7,173.910.12%
Temp30.3°C
UV1.5
Feels35.7°C
Humidity59%
Wind10.8 km/h
Air QualityAQI 1
Cloud Cover25%
Rain0%
Sunrise06:00 AM
Sunset06:47 PM
Time5:15 PM
Cayman Journal
27 April 2026
Sign In
Markets13FInsidersPress ReleasesCompaniesPeopleReal EstateYachtAI Agents + MCPBusinessEconomyMarkets & FinanceTechnology
DEF 14ASEC Filing

Kids names nominees for 2026 annual shareholder meeting and governance votes

KIDS

DEF 14A filed on April 20, 2026

April 20, 2026 at 12:00 AM

📜 What This Document Is 📰

This document is a Definitive Proxy Statement (Form DEF 14A). Think of it as a comprehensive "instruction manual" for the upcoming annual meeting of OrthoPediatrics Corp. 📜 It is the formal filing that provides every stockholder with the background information they need to vote on the company's major governance issues.

👉 Why it matters: This statement isn't about the company's daily operations; it's about how the company is run. It details who should lead the company (directors), how the executives are paid, and the corporate rules governing the Board.

  • Meeting Date: The 2026 Annual Meeting of Stockholders is scheduled for June 4, 2026, at 11:30 a.m., Eastern Time, at The St. Louis Club in St. Louis, Missouri.
  • Record Date: To be entitled to vote, stockholders must own Common Shares as of the record date: April 6, 2026.
  • Voting Options: Stockholders can vote in person, by mail, or via the Internet (using the link provided in the filing).

🦴 What The Company Does 🛠️

OrthoPediatrics Corp. is a company dedicated to orthopedic conditions, meaning it focuses on the structure and diseases of bones, joints, and related tissues. 🦴 It positions itself as a leader in providing treatments and devices for orthopedic care.

👉 In simple terms: The company develops and commercializes medical devices and solutions for orthopedic care. They emphasize their original mission: "impacting the lives of children with orthopedic conditions."

  • Scale of Impact: The company reports that since its founding, it has impacted the lives of over 1,291,000 children when including those served by its acquired companies.
  • Core Goal: The company continually aims to expand its social impact, foster an inclusive culture, and ensure good corporate governance practices.

🗳️ Key Governance Proposals 🧐

A proxy statement contains multiple proposals—these are the specific votes stockholders must cast at the annual meeting. These votes are critical because they decide who guides the company and what the internal rules are. The Board recommends voting "For" on all four proposals.

🎯 Election of Directors (Proposal 1)

This proposal asks stockholders to elect four new directors, who will serve until the 2029 annual meeting. The board is composed of directors from three different classes, with terms expiring at different times (2027, 2028, and 2029).

👉 Who is running for Director? The Board has nominated four candidates: George S. M. Dyer, Kelly Fischer, David R. Pelizzon, and Harald Ruf.

  • George S. M. Dyer, MD: An attending upper extremity surgeon and Associate Professor at Harvard Medical School, specializing in complex post-traumatic reconstruction.
  • Kelly Fischer: Currently the Senior Vice President and Chief Financial Officer of Cook Medical, bringing two decades of finance and operations experience from the medical device sector.
  • David R. Pelizzon: A retired U.S. Army officer and President of Squadron, bringing extensive leadership and management experience.
  • Harald Ruf: A finance veteran with over 35 years of executive experience across multiple industries, including medical device manufacturing.

The Board also provided detailed bios on continuing directors (like David R. Bailey and Mark C. Throdahl) to demonstrate deep institutional knowledge and industry leadership.

💰 Advisory Vote on Executive Compensation (Proposal 2)

This is a non-binding (advisory) vote on how appropriate the compensation for the company’s named executive officers (NEOs) was during 2025. This vote shows the stockholders' collective opinion on the pay structure.

👉 The Key Message: Because this vote is advisory, a poor vote result does not legally bind the Board. It acts as a measure of stockholder sentiment regarding the NEO pay packages.

📝 Amendment to the 2024 Incentive Award Plan (Proposal 3)

The company seeks approval to amend its existing 2024 Incentive Award Plan. This is a mechanism for paying executives using incentives, often tied to performance metrics (like hitting sales or profitability goals).

👉 What it means: Approving the amendment updates the rules for how performance-based pay is structured for the coming years.

⚙️ Appointing the Accounting Firm (Proposal 4)

The company asks the stockholders to approve, on an advisory basis, the appointment of Deloitte & Touche LLP as their independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Why this matters: This vote gives the external audit firm the authority to review the company's financials and internal controls, providing confidence to investors about the accuracy of the books.

💼 Executive Compensation Analysis 💲

The Compensation Discussion and Analysis (CD&A) section is where the company explains how it arrived at the compensation numbers for its NEOs. The Compensation Committee details the subjective factors they considered when recommending pay increases or changes.

  • NEOs Identified: The Named Executive Officers (NEOs) for 2025 include David R. Bailey (CEO), Fred L. Hite (COO/CFO), Gregory A. Odle (President of Scoliosis), Daniel J. Gerritzen (General Counsel/Secretary), and Joseph W. Hauser (President of Trauma, Deformity, and OPSB).
  • Decision Factors: The committee makes decisions based on a subjective combination of factors, including:
    • The company’s performance against established financial and operational objectives.
    • Each NEO’s unique skills, experience, and tenure compared to industry peers.
    • The potential of each NEO to contribute to the company’s long-term goals.
  • Committee Reliance: The Compensation Committee does not use formal, predefined formulas or weights when setting pay; rather, they use their collective judgment, reviewing information from management and compensation consultants.

🛡️ Corporate Governance & Oversight 🏛️

These sections establish the internal rules and protective structures of the company. They demonstrate that the Board is structured to prevent conflicts of interest and oversee risks.

🤝 Board Leadership Structure

The Board ensures optimal governance by separating the roles of Chief Executive Officer (CEO) and Chairman of the Board. This separation is considered best practice, providing checks and balances.

  • Key Roles: The CEO is responsible for setting strategic direction and day-to-day management. The Chairman of the Board provides guidance and presides over meetings.
  • Oversight Reinforcement: The Board also appointed Mr. Riccitelli to serve as the Lead Independent Director. This role helps ensure the independent functioning of the Board, especially when the Chairman has extensive history with the company.

🔎 Committee Responsibilities

The Board has established three primary standing committees, each with a specific role to protect stockholders:

  • Audit Committee: Comprised of Ms. Fischer, Mr. Hughes, and Mr. Riccitelli, this committee oversees accounting, financial reporting, and the external audit process. They have the primary function of selecting and evaluating the independent registered public accounting firm (Deloitte & Touche LLP).
  • Compensation Committee: Comprised of Dr. Dyer, Ms. Fischer, and Mr. McDonald, this committee reviews and recommends compensation policies and awards for the officers.
  • Corporate Governance Committee: Comprised of Dr. Dyer, Ms. Infante, and Mr. Riccitelli, this committee makes recommendations to the Board about suitable candidates and the overall composition of the Board.

🚨 Risk and Compliance Policies

The Board structure mandates thorough risk management oversight. They regularly review major risk exposures—including legal, regulatory, operational, and financial risk—through these committees.

  • Compliance Highlights:
    • Code of Ethics: The company maintains a written Code of Ethics and Business Conduct Policy that applies to all directors, officers, and employees.
    • Clawback Policy: The Compensation Committee adopted a Clawback Policy in November 2023, designed to ensure financial misconduct can result in the recovery of executive compensation.
    • Insider Trading: A strict insider trading policy prohibits officers and directors from engaging in speculative transactions or trading during specific blackout periods.

👤 Who Owns the Stock 🏦

This section details who holds large amounts of OrthoPediatrics Corp. stock. This information is crucial for seeing which groups have the most influence over the company.

  • Total Outstanding Shares: As of the record date, there were 25,686,214 common shares issued and outstanding.
  • Largest Holders (Over 5%):
    • Squadron Capital LLC: Holds 6,901,764 shares, representing 26.9% of the company.
    • Brown Advisory Incorporated: Holds 1,621,102 shares, representing 6.3%.
    • Integrated Core Strategies (US) LLC: Holds 1,382,496 shares, representing 5.4%.
  • Combined Leadership: All executive officers and directors as a group hold 8,354,695 shares, which is 32.5% of the outstanding common stock.

🌍 Institutional Knowledge & Training 🧠

The Board and committee structure show that the company prioritizes governance and knowledge. The directors' qualifications reflect deep experience in both medicine and global corporate finance.

  • Diverse Expertise: The Board benefits from specialized knowledge across several areas, including:
    • Clinical Medicine: Expertise in upper extremity and orthopedic trauma (e.g., Dr. Dyer).
    • Finance/Accounting: Expertise in public company finance, auditing, and investment banking (e.g., Kelly Fischer, Fred L. Hite, Bryan W. Hughes).
    • Legal & Compliance: Expertise as a healthcare lawyer and compliance professional (e.g., Marie C. Infante).
  • Board Training: The corporate governance guidelines require directors to undergo an orientation program and participate in ongoing director education to stay informed about the company and industry trends.

🗓️ Key Contacts and Upcoming Dates 📧

If you need to vote, read the filings, or reach out to the company, these details are what you need.

  • Secretary: Daniel J. Gerritzen
  • Company Mailing Address: OrthoPediatrics Corp., 2850 Frontier Drive, Warsaw, Indiana 46582
  • Viewing Materials: Proxy materials and the Annual Report on Form 10-K can be accessed online at www.orthopediatrics.com or at the SEC website (www.sec.gov).
  • Online Voting Deadline: Voting instructions must be transmitted by 1:00 A.M. Eastern Time on June 4, 2026.

🧠 The Analogy

Voting on a proxy statement is like voting on the coach of a professional sports team. 🏈 You aren't voting on the players (the daily operations), but you are voting on the coach (the Board of Directors) and the athletic director (the Executive Officers). You are deciding who gets to set the strategy, enforce the rules, and set the pay structure for the people who will lead the team the next year.

🧩 Final Takeaway

This filing is a massive governance report, designed to make every stockholder aware that the company’s leaders, pay structures, and corporate rules are all up for vote. The most powerful signal is the dedication to formal governance (committee structures, clawbacks, ethics policies), showing a strong focus on corporate integrity and oversight.