Keith Pfeil
About Keith Pfeil
Keith W. Pfeil is President and Chief Executive Officer of Globus Medical (appointed July 18, 2025) and a member of the Board and the Nominating & Corporate Governance Committee; he previously served as Chief Operating Officer and Chief Financial Officer since February 2024 and CFO since August 2019. He is 46 years old, with a B.S. in accounting from Elizabethtown College and an Executive MBA from Saint Joseph’s University. Pfeil led the NuVasive acquisition and integration, and under his leadership the company reported preliminary Q2 2025 sales of ~$745.3M, reaffirming FY25 revenue guidance of $2.80–$2.90B and non-GAAP EPS of $3.00–$3.30 . Company performance context: Pay-vs-Performance shows Globus TSR of $140 for 2024 vs $91 in 2023 (base $100 in 2019) and GAAP revenue of $2,519M in 2024 vs $1,568M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globus Medical | CFO (Aug 2019), COO & CFO (Feb 2024), CEO (Jul 18, 2025) | 2019–present | Led NuVasive acquisition; executive steering for integration; expanded oversight of operations, finance, IT, IR, strategy, BD, quality . |
| CSS Industries (public) | EVP & CFO; prior finance roles | 15+ years (not separately broken out) | Finance leadership; audit, BD, controllership, FP&A, IR, treasury . |
| Ernst & Young LLP | Transaction advisory | Not disclosed | Deal advisory and transactions . |
| KPMG LLP; Arthur Andersen LLP | Assurance | Not disclosed | Audit/assurance foundation . |
External Roles
None disclosed for Pfeil (no external public company boards or committees identified) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus/NEIP Paid ($) | Notes |
|---|---|---|---|---|
| 2022 | 402,612 | Not disclosed | 233,783 | NEIP paid following year. |
| 2023 | 414,690 | 295,455 (target baseline per plan table) | 336,375 | Plus one-time $100,000 NuVasive closing bonus . |
| 2024 | 463,555 | 600,000 (plan target) | 605,454 | Base raised upon COO role . |
| 2024 (promotion terms) | 460,000 (set at Feb 1, 2024) | 600,000 | — | Prorated for portion of year as COO/CFO . |
| 2025 (CEO appointment) | 490,000 (from $476,100) | 900,000 (from $665,999) | — | Prorated for portion of year as CEO; new 40,000 option grant . |
Notes: 2023 NEIP targets were calibrated to company revenue goals with formulaic payout curves; the Compensation Committee retains discretion to adjust individual payouts .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout factor | Vesting/Structure |
|---|---|---|---|---|---|
| Annual NEIP – Company Revenue (2023) | Not disclosed | $1,125M revenue (stand-alone Globus) | $1,154M (102.6% of goal) | 113.5% of target (pre-discretion) | Cash paid the following year . |
| Annual NEIP – Company Revenue (2024) | Not disclosed | Target amounts set individually; example COO/CFO target $600k | Not separately disclosed | Not disclosed | Cash paid the following year . |
| Equity – Stock Options (Jan 26, 2024) | Long-term | 60,000 options @ $53.75; grant-date FV $1,258,665 | N/A | N/A | 4-year vest: 1/4 on first anniversary; remainder monthly over 36 months . |
| Equity – Stock Options (Oct 10, 2023) | Long-term | 5,000 options @ $53.02; grant-date FV $104,229 | N/A | N/A | Standard 4-year vest schedule . |
| Equity – Stock Options (Jan 26, 2023) | Long-term | 40,000 options @ $75.18; grant-date FV $1,075,175 | N/A | N/A | Standard 4-year vest schedule . |
| Equity – Stock Options (Jul 18, 2025, CEO grant) | Long-term | 40,000 options; 4-year vest (1/4 on Jul 18, 2026, then monthly) | N/A | N/A | Custom vest dates per appointment . |
Additional terms: Options granted at or above fair market value (no discounting) . Company adopted Dodd-Frank-compliant clawback (recoupment) policy effective Dec 1, 2023 for incentive-based comp received on/after Oct 2, 2023, triggered by required accounting restatements irrespective of misconduct, with limited impracticability exceptions .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (Class A) | Ownership % of Class A | Notes |
|---|---|---|---|
| Mar 31, 2024 | 84,999 shares (includes options exercisable within 60 days) | <1% | Address c/o Globus; SEC beneficial ownership rules applied . |
| Mar 31, 2025 | 119,582 shares (includes options exercisable within 60 days) | <1% | Address c/o Globus; SEC beneficial ownership rules applied . |
Vested vs unvested options (as of Dec 31, 2024, COO/CFO):
- Exercisable: 104,064 options (sum of series: 49.65, 53.27, 65.05, 63.68, 75.18, 53.02) .
- Unexercisable: 95,936 options (including 60,000 from 2024 grant) .
Pledging/Hedging: Company insider trading policy prohibits directors and Section 16 officers from holding Globus stock in margin accounts, pledging as collateral, or engaging in hedging/monetization transactions—reducing alignment risk from pledging/derivative overlays .
Stock ownership guidelines: Not disclosed in the proxy; no required multiple-of-salary guideline is specified in the cited materials .
Employment Terms
- At-will employment; eligible for salary and non-equity incentives; monthly car allowance; relocation reimbursement up to $50,000 per policy with clawback if resigns or terminated for cause within 24 months from start date (agreement dated Aug 5, 2020) .
- Severance: If terminated without cause or resigns for “good reason,” entitled to 12 months base salary and 12 months continued health/dental/vision coverage; “good reason” includes material adverse change in role/responsibilities, failure to pay salary/earned bonus, material salary reduction, >25 mile relocation increasing commute, or company material breach (with cure periods) .
- Change-in-control: Equity plans provide single-trigger acceleration if awards are not assumed/replaced in a corporate transaction; otherwise, double-trigger acceleration upon termination in connection with a change in control (unvested stock options vest) .
- Estimated CIC payouts (as of Dec 31, 2024): Cash $474,452; acceleration value $2,217,380; total $2,691,832 (assumes $82.71 stock price, termination without cause in connection with CIC) .
Board Governance
- Board service: Appointed to the Board and the Nominating & Corporate Governance Committee on July 18, 2025; term to the 2026 annual meeting .
- Independence: Management directors (including CEO) are not independent; Globus is a NYSE “controlled company” (David C. Paul holds >50% voting via Class B) and does not maintain fully independent Compensation or Nominating committees, though Audit is fully independent .
- Board structure: Separate Executive Chairman (David C. Paul) and CEO; Lead Independent Director role reinstated in Feb 2025 (Jim Tobin) with duties over executive sessions and as liaison—aimed at mitigating concentrated control risks .
- Attendance: Board held five regular and two special meetings in 2024; each director attended ≥75% of Board and committee meetings .
Dual-role implications:
- CEO + Director + Nominating Committee member increases management’s presence in governance; combined with controlled company exemptions and an Executive Chairman on key committees, this reduces independence signaling and could modestly elevate governance risk for minority shareholders .
Director Compensation
- Non-employee directors: 2024 annual retainer $70,000; Audit Chair additional $30,000; committee membership $10,000 per committee; options granted (e.g., 15,000 shares in Jan 2024, $53.75 exercise, 1-year vest) .
- Management directors (CEO) director pay: Not disclosed; typical practice is no separate director fees for executives, but no explicit statement provided in the cited documents .
Compensation Peer Group (Benchmarking)
2025 peer group (FW Cook recommendations): CONMED, Insulet, QuidelOrtho, The Cooper Companies, Integer, Teleflex, Dentsply Sirona, LivaNova, Alphatec Holdings, Enovis, Merit Medical Systems, Integra Lifesciences, Envista, Penumbra, Glaukos . Say-on-Pay: Over 95% approval in 2024; over 96% in 2023—signaling shareholder support of program structure .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay: >95% votes in favor; no program changes implemented in response .
- 2023 say-on-pay: >96% votes in favor .
- Frequency: Board recommends annual say-on-pay .
Risk Indicators & Red Flags
- Controlled company exemptions: Compensation and Nominating committees not fully independent; Executive Chairman participates—heightened governance caution for minority holders .
- Hedging/pledging banned: Reduces alignment concerns .
- Leadership transition: CEO resignation and Pfeil’s appointment mid-2025 introduces execution/transition risk, though 2Q25 preliminary sales improved and guidance reaffirmed .
- Clawback adopted: Strengthens recourse on restatements .
Equity Awards and Vesting Detail (as of Dec 31, 2024)
| Option Series (Keith W. Pfeil) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Footnote |
|---|---|---|---|---|---|
| 2019 grant | 5,833 | — | 49.65 | 9/3/2029 | 2019 options fully exercisable during 2023 . |
| 2020 grant | 9,167 | — | 53.27 | 1/22/2030 | 4-year vest, monthly after first anniversary . |
| 2021 grant | 39,167 | 833 | 65.05 | 1/14/2031 | 4-year vest schedule . |
| 2022 grant | 29,167 | 10,833 | 63.68 | 1/27/2032 | 4-year vest schedule . |
| 2023 grant | 19,167 | 20,833 | 75.18 | 1/26/2033 | 4-year vest schedule . |
| Oct 10, 2023 grant | 1,563 | 3,437 | 53.02 | 10/10/2033 | 4-year vest schedule . |
| Jan 26, 2024 grant | — | 60,000 | 53.75 | 1/26/2034 | 4-year vest: 1/4 on first anniversary; remainder monthly . |
Employment Agreements & Change‑in‑Control Economics
| Provision | Terms |
|---|---|
| Severance | 12 months base salary + 12 months health/dental/vision on termination without cause or resignation for good reason; general release required; “good reason” detailed (role diminution, pay failure, salary cut, relocation >25 miles, company breach with cure) . |
| CIC vesting | Single-trigger if awards not assumed/replaced; double-trigger acceleration upon termination in connection with CIC (unvested options vest) . |
| CIC payout est. (as of 12/31/24) | Cash $474,452; option acceleration $2,217,380; total $2,691,832 (based on $82.71 stock price) . |
| Clawback | Dodd-Frank compliant recoupment of incentive-based comp for restatements; applies to current/former senior officers; misconduct not required . |
Investment Implications
- Alignment: Heavy equity mix via options and prohibited pledging/hedging support alignment; beneficial ownership rose from ~85k to ~120k shares y/y, and sizeable unvested tranches plus a 40k CEO grant create ongoing vesting supply that could correlate with periodic Form 4 activity and potential selling pressure around monthly vest cycles .
- Pay-for-performance: Annual cash incentives primarily tied to company revenue with clear payout curves; 2023 payout at 113.5% reflects revenue outperformance, while 2024 payouts and strong say-on-pay (>95%) suggest investor acceptance of design—though limited metric diversification (e.g., TSR/EBITDA) disclosure reduces transparency into multi-metric risk balancing .
- Retention/transition: CEO appointment increases base/target bonus and adds a fresh option grant (40k) with four-year vest—positive retention signal; severance is modest (12 months), but CIC features include potential single-trigger if awards not assumed and double-trigger vesting; control structure (Executive Chairman with majority vote) and non-independent comp/nom committees warrant governance discount vs fully independent boards .
- Execution: Preliminary Q2 2025 sales improvement and reaffirmed guidance under Pfeil’s leadership indicate operational traction; continued integration of acquired businesses and enabling technologies growth are key KPIs to monitor against incentive structures and vesting events .
Overall: Strong operator background and equity-heavy incentives are supportive, but controlled company status and committee independence waivers introduce governance considerations. Track vesting calendars, watch for insider filings around vest dates, and monitor performance vs revenue targets and integration milestones to assess pay-out risk and potential trading signals.
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