ORTHOPEDIATRICS CORP (KIDS)
Sector: Health Care
2026 Annual Meeting Analysis
ORTHOPEDIATRICS CORP · Meeting: June 4, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Dyer has served since April 2023 (over 24 months, so not exempt from TSR trigger), and OrthoPediatrics' stock has lost 65.6% over three years while the Medical Device ETF benchmark (IHI — iShares US Medical Devices ETF) lost only 3.9% — a gap of 61.7 percentage points, far exceeding the 30-point threshold; additionally the proxy discloses he attended fewer than 75% of board and committee meetings in 2025, which is an independent basis for a No vote.
Mr. Pelizzon has served since 2011 and his tenure fully overlaps the severe underperformance period during which OrthoPediatrics' stock fell 65.6% over three years while the Medical Device ETF benchmark (IHI — iShares US Medical Devices ETF) fell only 3.9% — a gap of 61.7 percentage points well above the 30-point threshold for negative absolute TSR; the five-year picture is equally poor (-68.5% vs. IHI), so there is no long-term track record to mitigate the three-year trigger.
Mr. Ruf has served since April 2017 and his tenure fully overlaps the underperformance period; OrthoPediatrics' stock lost 65.6% over three years compared to a loss of only 3.9% for the Medical Device ETF benchmark (IHI — iShares US Medical Devices ETF), a gap of 61.7 percentage points well above the 30-point threshold, and the five-year TSR of -68.5% confirms this is sustained underperformance with no long-term mitigant.
For Analysis
Ms. Fischer joined in August 2025, well within the 24-month new-director exemption period, so she is exempt from the TSR underperformance trigger; she brings relevant medical device and financial expertise, and no other policy concerns apply.
Three of the four nominees — Dr. Dyer, Mr. Pelizzon, and Mr. Ruf — trigger the TSR underperformance policy because OrthoPediatrics' stock has fallen 65.6% over three years while the Medical Device ETF benchmark (IHI — iShares US Medical Devices ETF) declined only 3.9%, a gap of 61.7 percentage points that far exceeds the 30-point threshold applicable when absolute three-year TSR is negative; the five-year picture (-68.5% vs. IHI) confirms sustained underperformance with no mitigant. Dr. Dyer also failed the 75% meeting attendance standard. Only Ms. Fischer, who joined in August 2025 and is within the 24-month new-director exemption window, receives a FOR vote.
Say on Pay
✓ FORCEO
David R. Bailey, President and Chief Executive Officer
Total Comp
$3,331,481
Prior Support
96%%
CEO David Bailey received total compensation of $3,331,481 in 2025, which is within a reasonable range for a CEO of a ~$421 million medical device company; the prior Say on Pay vote drew 96% support, indicating strong shareholder satisfaction with the program. The company has a meaningful clawback policy adopted in 2023, a substantial portion of pay is delivered in equity (restricted stock awards represent roughly 73% of total CEO compensation), and the annual bonus paid out at 78.2% of target reflecting partial achievement of revenue and Adjusted EBITDA goals — demonstrating the incentive structure is functioning rather than paying out regardless of performance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,569,180
Non-Audit Fees
$0
Deloitte & Touche LLP charged $1,569,180 in audit fees for 2025 with zero non-audit or tax fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements are indicated.
Overall Assessment
This ballot presents four proposals at OrthoPediatrics Corp.'s 2026 annual meeting; the most significant concern is the company's severe stock underperformance — down 65.6% over three years versus the Medical Device ETF benchmark (IHI — iShares US Medical Devices ETF) which fell only 3.9% — triggering Against votes for three of the four director nominees (Pelizzon, Ruf, and Dyer), with Dyer also failing the meeting attendance test. The Say on Pay and auditor ratification proposals both pass policy screens cleanly and receive For votes.