Keith Valentine
Alphatec HoldingsAbout Keith Valentine
Keith Valentine (age 57) is an independent director of Alphatec Holdings, Inc. (ATEC) since July 2024; he previously served as Special Advisor to the Board starting October 2023. He has 30+ years of spine and orthopedics leadership, and will become President, CEO and a director of Intrinsic Therapeutics, Inc. starting May 2025. Education: B.B.A. in Management and Biomedical Sciences, Western Michigan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orthofix, Inc. (Nasdaq: OFIX) | President & CEO (post-merger with SeaSpine) | 2023–2024 | Led combined spine and orthopedics company following 2023 merger . |
| SeaSpine | Chief Executive Officer & President | 2015–2023 | Executive leadership of spine surgical solutions company . |
| NuVasive, Inc. | President & COO; prior senior roles in marketing, development, operations | 2001–2015 | Senior operating roles culminating in President & COO; earlier executive marketing/development roles . |
| Medtronic Spine & Biologics | Vice President of Marketing | 1992–2000 | Led marketing in spine & biologics division . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intrinsic Therapeutics, Inc. | President, CEO, Director | Starting May 2025 | Focus: reducing reoperations post-lumbar discectomy in large annular defects . |
| LocateBio Ltd. | Chair of the Board | Current | UK MedTech; rhBMP-2 delivery and tissue scaffold capabilities . |
| Regentis Biomaterials Ltd. | Director | Current | Tissue repair hydrogel platform . |
| SI-Bone, Inc. (Nasdaq: SIBN) | Director | 2015–2024 | Developer of minimally invasive sacroiliac joint treatments . |
Board Governance
- Independence: The Board determined Valentine is independent under Nasdaq rules .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Mortimer Berkowitz III is Chair) .
- Attendance: In 2024, no director attended fewer than 100% of Board/committee meetings on which they served; Board met 5x, Nominating met 3x .
- Tenure on ATEC Board: Director since July 2024; Special Advisor since October 2023 .
- Leadership structure: Combined Chair/CEO (Patrick S. Miles) with independent Lead Director (Mortimer Berkowitz III); independent directors meet in executive session at each regular meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – Keith Valentine | $8,654 | Actual 2024 cash paid . |
| Board Member Annual Cash Retainer | $45,000 | Program terms . |
| Board Chair/Lead Director Annual Cash Retainer | $75,000 | Program terms . |
| Audit Committee Member / Chair | $10,000 / $20,000 | Program terms . |
| Compensation Committee Member / Chair | $7,500 / $15,000 | Program terms . |
| Nominating & Corporate Governance Member / Chair | $5,000 / $10,000 | Program terms . |
Performance Compensation
| Grant/Metric | Value / Shares | Vesting / Performance Conditions | Notes |
|---|---|---|---|
| 2024 Stock Awards – Keith Valentine | $431,400 | Time-based RSUs per program; vest per schedule (see program details) | Aggregate grant-date fair value for 2024 . |
| Initial Board RSU Grant (non-employee directors) | $300,000 (value) | Vests in three equal annual installments; service-based | Valued by 30-day VWAP prior to appointment; initial grant terms . |
| Annual Board RSU Grant (non-employee directors) | $150,000 (value) | Vests by next annual meeting or earlier on death/resignation (pro-rated) | Valued by 30-day VWAP; pro-rated for new directors . |
| Outstanding Unvested Stock Awards – Keith Valentine (12/31/2024) | 43,140 units | As per program | Unvested count at year-end . |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to non-employee director compensation at ATEC; director equity is time-based RSUs only .
Other Directorships & Interlocks
| Company | Role | Dates | Potential Interlock/Notes |
|---|---|---|---|
| SI-Bone, Inc. (Nasdaq: SIBN) | Director | 2015–2024 | Spine-adjacent public company; ended 2024 . |
| Intrinsic Therapeutics (private) | CEO & Director | Starting May 2025 | Spine-adjacent; prospective overlap to monitor . |
| LocateBio (private), Regentis Biomaterials (private) | Chair/Director | Current | Private boards; no related transactions reported by ATEC . |
Expertise & Qualifications
- 30+ years in spine/orthopedics; leadership roles at SeaSpine, Orthofix, NuVasive, Medtronic Spine & Biologics .
- Deep operating and commercial experience across marketing, development, operations, and P&L leadership .
- Education: B.B.A., Management & Biomedical Sciences (Western Michigan University) .
Equity Ownership
| Item | Amount / Detail | Notes |
|---|---|---|
| Total beneficial ownership (as of 4/16/2025) | 54,077 shares | Includes RSUs vesting within 60 days where applicable . |
| Ownership as % of outstanding | <1% | 146,118,365 shares outstanding on record date; “*” indicates <1% . |
| RSUs vesting within 60 days (as of 4/16/2025) | 15,077 units | Footnote indicates vesting within 60 days . |
| Unvested stock awards outstanding (12/31/2024) | 43,140 units | Director outstanding unvested RSUs . |
| Options (exercisable/unexercisable) | Not disclosed for Valentine | Director outstanding table lists RSUs, not options . |
| Hedging/Pledging | Prohibited by ATEC policy | Prohibits short sales, margin loans, collars/derivatives on ATEC securities . |
| Ownership guidelines | 3.0x director cash retainer; 5-year compliance window | Unvested RSUs count; options and unearned PRSUs do not count . |
| Compliance status | Not disclosed | New director in 2024; within 5-year window . |
Governance Assessment
- Alignment and independence: Valentine is an independent director with 100% 2024 attendance and equity-heavy compensation (2024 stock awards $431,400 vs. cash $8,654), which supports ownership alignment and engagement .
- Committee role: Placement on Nominating & Corporate Governance aligns with his industry network and board refresh experience; he is not a committee chair, reducing compensation-related conflicts .
- Policies and safeguards: ATEC has a Clawback Policy (Rule 10D-1 compliant), strong insider trading controls (hedging/pledging prohibited), and a formal related-party transaction review; 2024 say‑on‑pay support was ~85%, signaling investor alignment with compensation governance .
- Potential conflicts/RED FLAGS to monitor: Valentine’s CEO role at Intrinsic Therapeutics (spine-adjacent) could create future related‑party exposure if commercial dealings emerge; ATEC reports no related‑party transactions currently. ATEC publicly addressed “negative commentary” from his former employer at the time of his special advisor appointment—introducing reputational considerations that warrant monitoring but do not currently affect independence status .
Compensation Committee Context (for governance quality)
- Composition and independence: Compensation Committee comprised solely of independent directors (Chair: Ward W. Woods; members: Quentin Blackford, Karen K. McGinnis) .
- Consultant and peer group: Independent advisor (Compensia) and defined medtech peer set used for benchmarking; ATEC emphasizes pay-for-performance for executives (revenue and adjusted EBITDA) with robust disclosure .
Overall signal: Valentine’s independence, full attendance, and equity-driven director pay are positives for board effectiveness; prospective conflict risk stems from his incoming CEO role at Intrinsic Therapeutics (spine-adjacent), mitigated by ATEC’s related‑party policy and current absence of reportable related transactions .