David R. Pelizzon
Alphatec HoldingsAbout David R. Pelizzon
Independent director of ATEC since June 2020; age 69. President and Managing Committee member of Squadron Capital since 2008; nearly 30 years as a U.S. Army officer (airborne and special operations). Education: U.S. Military Academy; advanced degrees from Harvard University and the U.S. Naval War College. The Board cites his investment/financial expertise and orthopedics/spine industry experience as qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precision Edge Holdings (Colson Associates subsidiary) | Managing Director | 2005–2008 | Operating leadership in medical device supply chain |
| U.S. Army | Officer (airborne and special operations) | ~30 years | Senior military leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Squadron Capital LLC | President; Managing Committee member | 2008–present | Investment firm managing direct investments and PE/special situations |
| OrthoPediatrics Corp. (public) | Director | 2011–present | Board member of pediatric orthopedics company |
Board Governance
- Independence: Determined independent under Nasdaq listing requirements; ATEC lists Pelizzon among independent directors.
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees.
- Attendance and engagement: In 2024, the Board met 5 times; Audit 4, Nominating 3, Compensation 3; no director attended fewer than 100% of meetings of the Board or the committees on which they served. Five directors attended the 2024 annual meeting.
| Committee | Member? | Chair Role |
|---|---|---|
| Audit | No | — |
| Compensation | No | — |
| Nominating & Corporate Governance | No | — |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 44,897 | 180,533 | 225,430 |
- Standard director cash retainers in 2024: Board member $45,000; Board Chair $75,000; Audit member $10,000/Chair $20,000; Compensation member $7,500/Chair $15,000; Nominating member $5,000/Chair $10,000.
Performance Compensation
| Program | Grant Value | Instrument | Performance Metrics | Vesting Schedule |
|---|---|---|---|---|
| Initial Board Grant | $300,000 | RSUs | None (time-based) | 3 equal annual installments from grant date, contingent on continued service |
| Annual Board Grant | $150,000 | RSUs | None (time-based) | Vests at earlier of next annual meeting or death/resignation; pro-rata on death/resignation |
- Unvested stock awards held at 12/31/2024: Pelizzon 16,747 RSUs.
- RSUs scheduled to vest within 60 days of 4/16/2025: 16,747 RSUs.
Other Directorships & Interlocks
| Entity | Type | Relationship | Details |
|---|---|---|---|
| OrthoPediatrics Corp. (NASDAQ: KIDS) | Public company | Board service | Director since 2011 |
| Squadron Capital LLC | Significant shareholder affiliate | Managing Committee/President; beneficial ownership linkage | Squadron beneficially owns 11,395,045 shares and 3,413,265 vested warrants; Pelizzon may be deemed to beneficially own via affiliation but disclaims except for pecuniary interest |
| Five Percent Stockholder Group including Squadron | Shareholder | 14,808,310 shares listed under Squadron Capital LLC et al. | 9.90% of outstanding; shared voting/dispositive arrangements detailed in filings |
Expertise & Qualifications
- Investment and financial expertise in orthopedics/spine; leadership in private investments through Squadron Capital; long-tenured industry board role at OrthoPediatrics. The Board explicitly cites these as reasons for his nomination/continued service.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| David R. Pelizzon | 15,140,006 | 10.12% | Includes 16,747 RSUs vesting within 60 days of 4/16/2025 and indirect interests via Squadron Capital; Pelizzon disclaims beneficial ownership of Squadron-held shares except for pecuniary interest |
| Squadron-related group (Squadron Capital LLC and affiliates) | 14,808,310 | 9.90% | Shared voting/dispositive power across shares and warrants per 13D/Forms 4; Pelizzon has shared power over 11,395,045 shares and 3,413,265 vested warrants, and sole power over 331,696 shares |
| Unvested RSUs (Pelizzon) | 16,747 | — | Director RSU award inventory at 12/31/2024 |
- Pledging/hedging: No disclosure of pledged ATEC shares or hedging arrangements for Pelizzon in the proxy; none noted. (no pledging references in available sections)
Governance Assessment
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Strengths
- Significant ownership alignment: ~10.12% beneficial stake reported, providing strong skin-in-the-game and long-term alignment for board decision-making.
- Independence and attendance: Classified independent; 100% meeting attendance in 2024 across Board and assigned committees (Pelizzon not on committees).
- Industry-relevant expertise: Active investor/operator in orthopedics/spine; external board role at OrthoPediatrics enhances domain knowledge.
-
Potential Concerns / RED FLAGS
- Affiliation with a major shareholder (Squadron Capital) and shared voting/dispositive power could create perceived conflicts in capital allocation, governance decisions, or related-party contexts; Pelizzon disclaims beneficial ownership except for pecuniary interest, but monitoring independence in transactions remains prudent.
- Not serving on core oversight committees (Audit, Compensation, Nominating) limits direct influence over some governance levers; neutral to weak signal on committee-level engagement.
-
Net View
- Ownership alignment and relevant sector expertise are positives for investor confidence. Maintain scrutiny on any transactions implicating Squadron or its affiliates and monitor continued independent oversight, disclosure quality, and director equity practices.