Orthopediatrics Corp

This advisory (non-binding) proposal asks shareholders to endorse the compensation of the named executive officers as disclosed in the proxy statement. Management seeks this annual endorsement to confirm stockholder support for its pay practices, which emphasize pay-for-performance through a mix of base salary, annual cash bonuses tied to revenue and Adjusted EBITDA metrics, and long-term restricted stock awards that vest over multi-year schedules. The Board highlights governance features intended to align interests with shareholders, including a majority-independent Compensation Committee, a clawback policy, stock ownership guidelines, minimum vesting periods, and limits on repricing. The company notes strong prior stockholder support for its programs (approximately 96% in favor at the 2025 meeting) and uses that as context for continuing current practices. While the vote is advisory and not binding on the Board, management intends to consider the outcome when setting future compensation policies. Potential investor concerns include the size and pace of equity grants (the 2025 awards were material), severance and change-in-control protections, and dilution from equity issuance; management’s disclosures attempt to mitigate these concerns by describing performance metrics, retention rationale, and plan governance. The Board recommends a FOR vote as it believes the program appropriately balances short-term incentives and long-term equity alignment to drive sustainable value. Overall, the proposal is a routine shareholder feedback mechanism that provides governance signal to the Board without altering contractual pay arrangements.

This management proposal requests shareholder approval to increase the 2024 Incentive Award Plan share reserve by 2,050,000 shares, from 1,629,000 to 3,679,000, because only 3,489 shares remain available for new awards as of the record date. Management frames the amendment as necessary to preserve its ability to grant restricted stock, RSUs, options, and other equity-based awards used for recruiting, retention, and aligning executive and employee interests with long-term shareholder value. The proposal outlines plan governance features intended to limit abuse and shareholder dilution: no repricing or cash buyouts without shareholder approval, a one-year minimum vesting requirement (with limited exceptions for death, disability, or change in control), clawback provisions, no evergreen feature, director limits on annual compensation, and recipient limits. The Board argues the increase is prudent given the company’s strategy of granting substantial restricted stock awards (notably large 2025 grants to NEOs) and the competitive market for talent in medical devices, where equity is a key retention tool. Opposing viewpoints typically focus on potential dilution to existing shareholders and the magnitude of the requested increase relative to outstanding shares; the filing provides transparent cap and control mechanisms but shareholders will need to weigh dilution risk against the company’s stated retention and performance objectives. The Board recommends a FOR vote citing the need for flexibility to incentivize performance and retain employees while maintaining governance safeguards that restrict repricing and require shareholder approval for material changes. If approved, the amendment becomes effective immediately and expands the company’s capacity to issue equity awards; if not approved, the plan remains unchanged and the company would be limited to the currently remaining share pool.