Mortimer Berkowitz III
Alphatec HoldingsAbout Mortimer Berkowitz III
Lead Director at Alphatec Holdings (ATEC), age 71, serving on the board since March 2005; Lead Director since October 2017 and prior Chair of the Board (2007–2011; 2016–2017). He is Managing Partner of InnovaHealth Partners, LP and a longstanding executive/manager at HealthpointCapital entities, with prior investment banking experience at Goldman Sachs, Lehman Brothers, and Merrill Lynch. He holds an MBA from Columbia Business School and a BA from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphatec Holdings (ATEC) | Director | Mar 2005–present | Board leadership tenure; breadth in spine industry |
| Alphatec Holdings (ATEC) | Lead Director | Oct 2017–present | Sets agendas with Chair; presides over executive sessions |
| Alphatec Holdings (ATEC) | Chair of the Board | Apr 2007–Jul 2011; Dec 2016–Oct 2017 | Board leadership, governance |
| InnovaHealth Partners, LP | Managing Partner | Jan 2017–present | Medtech investing; portfolio oversight |
| HealthpointCapital, LLC | President, Managing Director, Board of Managers | Since 2002/2005 | PE leadership in orthopedics/spine |
| HGP, LLC (GP of HealthpointCapital Partners) | Managing Member | Since 2002 | Fund governance |
| BPI Capital Partners, LLC | Managing Director & Co‑founder | 1990–2002 | PE firm co‑founder |
| Goldman Sachs; Lehman Brothers; Merrill Lynch | Investment banker | 1979–1990 | Finance/investment banking foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Belt Holdings, Inc. | Chairman | Since 2011 | Surgical robotics; HealthpointCapital portfolio |
| BioHorizons, Inc. | Chairman | Since 2006 | Dental implants; HealthpointCapital portfolio |
| OrthoSpace | Chairman | Since 2015 | Sports medicine; HealthpointCapital portfolio |
| ProSomnus, Inc. | Director | 2006–2022 | Sleep technology; HealthpointCapital portfolio |
| Koelis, S.A. | Chairman | Since 2019 | Prostate cancer diagnostics/treatment; InnovaHealth portfolio |
| Channel MedSystems, Inc. | Lead Director | Since 2021 | Women’s health; InnovaHealth portfolio |
| Radiaction Medical | Director | Since Jan 2020 | Radiation protection technology; InnovaHealth portfolio |
| Monteris Medical | Director | Since 2022 | Neurosurgery technology; InnovaHealth portfolio |
Board Governance
- Independence: The Board determined Berkowitz is independent under Nasdaq rules .
- Committee assignments: Lead Director; Chair, Nominating & Corporate Governance; Member, Audit .
- Meeting attendance: 100% attendance in 2024 across Board and committees; Board met 5x; Audit 4x; Nominating & Governance 3x; Compensation 3x .
- Lead Independent Director responsibilities: Sets agendas with the Chair; presides over independent director executive sessions at each regular Board meeting; liaison between Chair and independents; monitors conflicts .
- Executive sessions: Independent directors meet in executive session without management at each regular Board meeting .
- Related-party transactions: Company policy in place; no related-person transactions to report for 2024–proxy date .
Fixed Compensation (Director)
| Element | Amount/Structure | Vesting/Timing | Source |
|---|---|---|---|
| Annual Board Cash Retainer (Member) | $45,000 | Paid in cash; quarterly | |
| Lead Director Additional Retainer | $75,000 | Cash; quarterly | |
| Audit Committee Member Retainer | $10,000 | Cash; quarterly | |
| Nominating & Gov. Committee Chair Retainer | $10,000 | Cash; quarterly | |
| Annual Board RSU Grant (Incumbent) | $150,000 value (30‑day VWAP) | Vests at next annual meeting or death/resignation (pro‑rated) | |
| Initial Board RSU Grant (New Director) | $300,000 value (30‑day VWAP) | Vests in three equal annual installments | |
| 2024 Cash Fees (Actual Paid) | $54,064 | Calendar 2024 cash fees | |
| 2024 Stock Awards (Grant‑date fair value) | $180,533 | RSU awards per policy | |
| 2024 Total Director Compensation | $234,597 | Cash + equity |
Unvested RSUs at 12/31/2024: 16,747 units .
Performance Compensation (Director)
- Structure: Non‑employee director compensation uses time‑based RSUs; no performance metrics (e.g., revenue/EBITDA) are applied to director RSUs per policy .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond ATEC; external roles enumerated above are portfolio company positions (private or pre‑acquisition) .
- Compensation Committee independence: All members independent; no interlocks involving Berkowitz; committee members during 2024 were Woods (Chair), Blackford, McGinnis .
Expertise & Qualifications
- Sector: Deep medical technology and spine industry investing and governance experience .
- Financial: Former investment banker; designated as Audit Committee member; Board has identified audit financial experts (McGinnis, Blackford) .
- Education: MBA Columbia Business School; BA Harvard University .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,276,521 | As of April 16, 2025; includes 16,747 RSUs vesting within 60 days |
| Unvested RSUs outstanding | 16,747 | As of 12/31/2024 |
| Shares outstanding (record date) | 146,118,365 | As of April 16, 2025 |
| Ownership % of outstanding | ~0.87% | 1,276,521 / 146,118,365; computed from disclosed figures |
| Pledged shares | None disclosed | No pledging noted; Insider Trading Policy prohibits using securities to secure margin/loans |
| Hedging/derivatives | Prohibited | No short sales, collars, publicly traded options |
| Director ownership guideline | 3x cash retainer | Counts shares and time‑based RSUs; 5‑year compliance window |
Governance Assessment
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Strengths
- Long tenure with demonstrated independent leadership as Lead Director; consistent 100% attendance supports engagement and oversight .
- Clear committee roles: Chair of Nominating & Governance and Audit member provide direct influence on board composition and financial oversight .
- Robust governance policies: Clawback policy; hedging/pledging prohibitions; stock ownership guidelines; regular executive sessions for independent directors .
- Director pay within shareholder‑approved parameters and EIP limits; non‑employee director annual compensation cap under Amended EIP ($300k; $500k initial) adds discipline .
-
Potential risks/RED FLAGS
- Private equity affiliations (InnovaHealth, HealthpointCapital) with multiple medtech portfolio board seats create theoretical conflict potential if any portfolio company becomes a competitor, supplier, or customer to ATEC; however, the proxy reports no related‑person transactions for the period and a formal review policy is in place .
- Cash fees reported for 2024 ($54,064) are materially below the sum of policy retainers for Lead Director + committee roles, implying elections to receive equity or timing effects; transparency would benefit from explicit note on cash/equity elections for directors (program describes RSU grants but not explicit cash‑to‑equity election). Not a violation but a potential clarity gap for investors .
-
Signals
- Board structure with an independent Lead Director balances combined CEO/Chair role; independent directors meet each regular meeting, which supports effective oversight .
- Say‑on‑Pay support of ~85% in 2024 suggests shareholder alignment on compensation practices broadly (Executives), indirectly reflecting governance credibility of the Board .
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Delinquent Section 16 filings | Proxy notes one late Form 4 each for Blackford and Hunsaker in 2024; no delinquent filing noted for Berkowitz |
| Recent Form 4 transactions | Not detailed in proxy; no Berkowitz‑specific trades disclosed in this filing |
Committee Assignments, Chair Roles, and Compensation (Summary)
| Committee/Role | Berkowitz Status | 2024 Attendance | Retainer (Cash) |
|---|---|---|---|
| Lead Independent Director | Lead Director | 100% | $75,000 |
| Nominating & Governance | Chair | 100% | $10,000 (Chair) |
| Audit Committee | Member | 100% | $10,000 (Member) |
| Board | Director | 100% | $45,000 (Member) |
| Annual RSU (Board Service) | Recipient | n/a | $150,000 value (policy) |
| Initial RSU (if applicable) | Not applicable (incumbent) | n/a | $300,000 value (policy) |
Director 2024 compensation (cash + equity): $234,597 total; Cash $54,064; Stock awards $180,533 .
Related Party Exposure and Policies
- Formal related‑person transaction policy with Audit Committee review; no transactions to report in 2024–proxy period .
- Indemnification agreements with directors and officers in place .
Conclusion
Berkowitz brings deep medtech and spine sector investing acumen with extensive board leadership at ATEC. Governance structures (independent Lead Director, executive sessions, committee roles, clawback/hedging prohibitions, ownership guidelines) and perfect attendance bolster investor confidence; potential conflicts are mitigated by policy and absence of reported related‑party transactions. Monitoring remains warranted given his PE portfolio footprint in adjacent markets, but current disclosures indicate alignment and strong board effectiveness .