Orthofix Medical Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: OFIX · Form: DEF 14A · Filed: Apr 29, 2024 · CIK: 884624

Sentiment: neutral

Topics: DEF 14A, Orthofix Medical, Executive Compensation, Equity Awards, Proxy Statement

TL;DR

<b>Orthofix Medical Inc. filed its DEF 14A proxy statement on April 29, 2024, detailing executive compensation and equity award valuations.</b>

AI Summary

Orthofix Medical Inc. (OFIX) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Orthofix Medical Inc. filed a DEF 14A form on April 29, 2024. The filing is related to executive compensation and equity awards. Details include changes in fair value of equity awards for various executives. Specific dates for equity award valuations range from 2020 to 2023. The company's principal executive offices are located in Lewisville, TX.

Why It Matters

For investors and stakeholders tracking Orthofix Medical Inc., this filing contains several important signals. This filing provides transparency into how executive compensation is structured, particularly concerning equity awards and their valuation changes. Investors can use this information to assess executive incentives and their alignment with company performance and shareholder value.

Risk Assessment

Risk Level: — Orthofix Medical Inc. shows moderate risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant operational updates, indicating a low level of immediate risk.

Analyst Insight

Review the executive compensation details and equity award valuations to understand potential impacts on shareholder value and executive incentives.

Executive Compensation

NameTitleTotal Compensation
Jon C. SerbousekMember
Keith C. ValentineMember
Catherine BurzikMember

Key Numbers

Key Players & Entities

FAQ

When did Orthofix Medical Inc. file this DEF 14A?

Orthofix Medical Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Orthofix Medical Inc. (OFIX).

Where can I read the original DEF 14A filing from Orthofix Medical Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Orthofix Medical Inc..

What are the key takeaways from Orthofix Medical Inc.'s DEF 14A?

Orthofix Medical Inc. filed this DEF 14A on April 29, 2024. Key takeaways: Orthofix Medical Inc. filed a DEF 14A form on April 29, 2024.. The filing is related to executive compensation and equity awards.. Details include changes in fair value of equity awards for various executives..

Is Orthofix Medical Inc. a risky investment based on this filing?

Based on this DEF 14A, Orthofix Medical Inc. presents a moderate-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant operational updates, indicating a low level of immediate risk.

What should investors do after reading Orthofix Medical Inc.'s DEF 14A?

Review the executive compensation details and equity award valuations to understand potential impacts on shareholder value and executive incentives. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement (Required SEC filing for companies soliciting proxies from shareholders, providing detailed information on matters to be voted upon, including executive compensation.)
Equity Awards
Forms of compensation granted to employees, typically including stock options, restricted stock units, or performance shares. (Key component of executive compensation, directly linking executive pay to company performance and stock price.)

Filing Stats: 4,605 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-04-29 16:59:31

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights We focus our compensation program for our named executive officers and other executive officers on financial, strategic, and operational goals established by the Board of Directors, upon the recommendation of its Compensation and Talent Development Committee, designed to create sustained value for our shareholders. Our guiding compensation principle is to pay for performance. Our compensation program is also designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking. We consider the input of our shareholders on our executive compensation program. At our 2023 annual meeting of shareholders, 95% of the votes cast were in favor of the advisory vote on our executive compensation, or the say-on-pay proposal. At least 95% of the votes cast were in favor of the say-on-pay proposal at each of our last five annual meetings. We believe this consistent shareholder support validates our pay for performance approach to executive compensation. 2023 Executive Total Compensation Mix The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation and long-term incentive equity compensation awarded) for Keith C. Valentine, our President and Chief Executive Officer through September 2023, and our other named executive officers for 2023. These charts illustrate that 89% of Mr. Valentine's (our former Chief Executive Officer) annual total target direct compensation and 74% of our other 2023 named executive officers' annual total target direct compensation was performance-based or variable. In addition, 86% of Mr. Calafiore's (our new President and Chief Executive Officer) 2024 compensation package is performance-based or variable. Governance of Executive Compensation Consistent with shareholder interests and market best practices, our executive compensation program includes th

Security Ownership of Certain Beneficial Owners and Management and Related Shareholders

Security Ownership of Certain Beneficial Owners and Management and Related Shareholders 5 Delinquent Section 16(a) Reports 8 Information About Our Executive Officers 9 Information about Directors 11 Certain Relationships and Related Transactions 26 Compensation Discussion and Analysis 27 Report of the Compensation and Talent Development Committee 45 Summary Compensation Table 46 Grants of Plan-Based Awards 49 Outstanding Equity Awards at Fiscal Year-End 53 Option Exercises and Stock Vested 55 Potential Payments upon Termination or Change in Control 55 Pay Ratio Disclosure 60 Pay Versus Performance 61 Director Compensation 67 Equity Compensation Plan Information 70 Proposal 1: Election of Directors 71 Proposal 2: Advisory and Non-Binding Resolution to Approve Executive Compensation 82 Proposal 3: Ratification of the Appointment of EY as Independent Registered Public Accounting Firm for 2024 84 Report of the Audit and Finance Committee 86 Proposal 4: Approval of Amendment No. 5 to the Amended and Restated 2012 Long Term Incentive Plan 88 Proposal 5: Approval of Amendment No. 4 to the Second Amended and Restated Stock Purchase Plan 100 Information About Shareholder Proposals 104 Multiple Shareholders Sharing One Address 105 Appendix A – Amended and Restated 2012 Long-Term Incentive Plan, as Amended, and Proposed Amendment No. 5 Thereto A- 1 Appendix B – Second Amended and Restated Stock Purchase Plan, as Amended, and Proposed Amendment No. 4 Thereto B- 1 PROXY STATEMENT FOR THE ORTHOFIX MEDICAL INC. 2024 ANNUAL MEETING OF SHAREHOLDERS THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MAY 7, 2024. ABOUT VOTING Who can vote? All record holders of shares of Orthofix common stock at the close of business on April 22, 2024 (the "Record Date"), are entitled to notice of, and will be entitled to vote at, the 2024 Annual Meeting of Shareholder

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL SHAREHOLDERS Who are the principal owners of shares of Orthofix common stock? The following table shows each person, or group of affiliated persons, who beneficially owned, directly or indirectly, at least 5% of the shares of our common stock. Our information is based on reports filed with the SEC by each of the firms or individuals listed in the table below. You may obtain these reports from the SEC. The Percent of Class figures for the shares of our common stock are based on 37,528,562 shares of our common stock outstanding as of April 22, 2024. Except as otherwise indicated, each shareholder has sole voting and dispositive power with respect to the shares indicated. Name and Address of Beneficial Owner Amount and Nature of Beneficial Percent of Class Rubric Capital Management LP 155 East 44th Street, Suite 1630 New York, NY 10017 3,665,000 (1) 9.8% Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022 3,600,000 (2) 9.6% BlackRock, Inc. 55 East 52nd Street New York, NY 10055 3,317,319 (3) 8.8% Engine Capital Management, L.P. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 3,138,802 (4) 8.4% Morgan Stanley 1585 Broadway New York, NY 10036 2,057,081 (5) 5.5% The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 1,999,666 (6) 5.3% (1) Based solely on information obtained from a Schedule 13G filed with the SEC on February 12, 2024 disclosing shared power to vote or direct the vote of 3,665,000 shares and shared power to dispose of or to direct the disposition of 3,665,000 shares. (2) Based solely on information obtained from a Schedule 13G filed with the SEC on February 14, 2024 disclosing shared power to vote or direct the vote of 3,600,000 shares and shared power to dispose of or to direct the disposition of 3,600,000 shares. (3) Based solely on information obtained from a Schedule 1

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