Bryan W. Hughes
About Bryan W. Hughes
Bryan W. Hughes, 47, has served as an independent director of OrthoPediatrics Corp. (KIDS) since 2012; he is Managing Director and Group Head of Medical Technology Investment Banking at P&M Corporate Finance, LLC (PMCF) and holds Series 7 and 63 registrations. He earned a B.B.A. in Finance and Accounting from the University of Michigan’s Ross School of Business; his board credentials include designation as the Audit Committee financial expert and chair of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrthoPediatrics Corp. | Director | 2012–present | Audit Committee Chair; designated “audit committee financial expert” |
| OrthoPediatrics Corp. | Proxy Committee designee | 2025 proxy solicitation period | Authorized proxy voting representative alongside CEO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| P&M Corporate Finance, LLC (PMCF) | Managing Director & Group Head, Medical Technology Investment Banking | Since 2008 | Strategic, financial, and transaction advisory expertise relevant to medtech |
Board Governance
- Independence: The Board determined Hughes is independent under Nasdaq rules; no family relationships among directors/executives .
- Attendance/engagement: The Board held seven meetings in 2024; no director attended fewer than 75% of Board and committee meetings. With the exception of three named directors, all directors attended the 2024 annual meeting—implying Hughes attended .
- Leadership and executive sessions: Chairman role separated from CEO; a Lead Independent Director existed (Terry D. Schlotterback until retirement in Aug-2025). Independent directors meet at least twice yearly in executive session per governance guidelines .
- Committees (2024 vs current):
- Audit Committee (2024): Hughes (Chair), Samuel D. Riccitelli, Terry D. Schlotterback; met 5x; all members independent; Hughes designated audit committee financial expert .
- Audit Committee (post Aug-2025): Hughes continues as member/chair; Kelly Fischer appointed to Audit and Compensation Committees upon joining the Board, replacing Schlotterback (retired) .
- Compensation Committee (2024): Schlotterback (Chair), George S. M. Dyer, Jimmy D. McDonald; met 3x; all independent .
- Corporate Governance Committee (2024): Marie C. Infante (Chair), McDonald, Riccitelli; met 2x; all independent .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Policy: $90,000 or $22,500 per regular meeting attended |
| Audit Committee chair fee | $10,000 | Additional fee for Audit chair |
| Total fees earned (2024) | $100,000 | Hughes’ cash fees for 2024 |
Performance Compensation
| Component | Grant Value (USD) | Vesting | Grant Date Basis | Performance Linkage |
|---|---|---|---|---|
| Annual restricted stock grant (non-employee director) | $90,000 | Time-based; vests over 3 years | Granted on date of annual meeting | No performance metrics; time-based only |
No director meeting fees or option awards are disclosed for Hughes in 2024; equity awards are restricted stock, not PSUs/options, and are not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Committee roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships reported for Hughes |
- Interlocks/related-party exposure: Related-person transactions disclosed involve Squadron entities (Structure Medical, Vilex LLC) and Tawani Enterprises mortgage; none involve Hughes .
Expertise & Qualifications
- Financial and transaction expertise from over 15 years leading medtech investment banking at PMCF; licensed securities representative (Series 7 & 63) .
- Audit Committee financial expert designation, financial literacy, and Nasdaq-required independence .
- Education: B.B.A. in Finance and Accounting, University of Michigan Ross School of Business .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bryan W. Hughes | 12,826 | <1% (“*”) | Includes 4,641 restricted shares that are votable but non-transferable until vesting |
- Stock ownership guidelines: Directors must hold shares valued at $225,000 within three years of joining the Board (company-wide guideline; individual compliance not disclosed) .
- Hedging/pledging: Company prohibits short sales, derivatives, hedging, and pledging/margin accounts for directors .
Governance Assessment
- Strengths:
- Independent director with deep medtech finance expertise; serves as Audit Committee Chair and designated financial expert, supporting robust financial oversight .
- Strong engagement: Board/committee attendance thresholds met; apparent attendance at annual meeting .
- Balanced director pay mix (cash + time-based equity), modest additional Audit chair fee, and clear stock ownership guideline; clawback policy in place (executive incentive comp), and anti-hedging/pledging policies enhance alignment .
- Potential risks/RED FLAGS:
- Squadron-related transactions (supplier/license/mortgage) reflect concentrated related-party exposure within Board composition, though not involving Hughes directly—ongoing Audit Committee vigilance warranted .
- As an active investment banker and licensed rep, Hughes’ external role could present potential conflicts in M&A/advisory selection; no related-person transactions or conflicts are disclosed, but continued Corporate Governance Committee oversight advisable .
- Shareholder sentiment: 2024 Say-on-Pay support was ~99%, signaling broad shareholder confidence in compensation governance; while focused on executives, it reflects the overall governance environment overseen by the Board and its committees .
Compensation Committee Analysis
- Composition (2024): Schlotterback (Chair), Dyer, McDonald; independent, non-employee directors .
- Use of independent consultant: NFP Compensation Consulting engaged (in 2022) for executive compensation benchmarking and philosophy; Committee retains independence and oversight of comp programs .
- Clawback policy: Adopted to comply with Exchange Act Section 10D and Nasdaq rules; effective Nov 1, 2023 .
Appendix: Key Committee and Attendance Data
| Item | 2024 Value |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 3 |
| Corporate Governance Committee meetings | 2 |
| Attendance threshold | No director <75% attendance |
| Annual meeting attendance | All directors except Pelizzon, Dyer, Schlotterback attended (Hughes attended) |