Daniel J. Gerritzen
About Daniel J. Gerritzen
Daniel J. Gerritzen, 55, serves as Executive Vice President (Legal), General Counsel, and Secretary at OrthoPediatrics Corp. (KIDS), roles he has held since 2022, 2009, and 2013, respectively; he holds a BS in Marketing and a JD from Indiana University and previously was a partner at Bingham Greenebaum Doll LLP (now Dentons Bingham Greenebaum LLP), where he continues as Of Counsel . Company pay-versus-performance disclosures emphasize Revenue, Adjusted EBITDA, and Free Cash Flow as the most important measures, with 2024 outcomes showing total shareholder return (TSR) value of $56 on a $100 initial investment, net loss of $37.8 million, and Adjusted EBITDA of $8.5 million, framing the context for executive incentive payouts and equity value alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OrthoPediatrics Corp. | General Counsel | 2009–present | Built and leads legal function; governance and regulatory stewardship |
| OrthoPediatrics Corp. | Secretary | 2013–present | Corporate secretary responsibilities; board/process integrity |
| OrthoPediatrics Corp. | Executive Vice President (Legal) | 2022–present | Senior leadership; enterprise legal strategy and execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bingham Greenebaum Doll LLP (now Dentons Bingham Greenebaum LLP) | Partner (prior to joining KIDS); Of Counsel (current) | Pre-2009; current | Complex corporate/legal expertise; continuing counsel capacity |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 353,100 | 368,000 | 2024 salary effective Jan 1, 2024; 4.2% adjustment vs 2023 |
| Target Bonus (%) | — | 50% of base | Set Nov 2023 for 2024 plan year |
| Target Bonus ($) | — | 184,000 | Based on 50% of $368,000 |
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 330,000 | 548,640 | 128,239 | 12,200 | 1,019,079 |
| 2023 | 353,100 | 813,909 | 171,695 | 13,200 | 1,351,904 |
| 2024 | 368,000 | 1,040,050 | 179,755 | 12,153 | 1,599,958 |
Performance Compensation
Annual Cash Bonus Plan – Structure and 2024 Outcomes
| Metric | Weighting | Targets/Thresholds | Actual Payout (% of Target) | 2024 Bonus ($) |
|---|---|---|---|---|
| Sales Performance (Revenue) | 40% | Threshold 80% of quarterly budget; overachievement allowed | 98% for NEOs | 179,755 |
| Adjusted EBITDA | 25% | Threshold 80% of quarterly budget; overachievement pooled for discretionary bonuses | 98% for NEOs | 179,755 |
| Corporate Objectives | 25% | Pre-set 2024 corporate goals | 98% for NEOs | 179,755 |
| Individual Performance | 10% | Pre-set 2024 individual goals | 98% for NEOs | 179,755 |
Notes:
- Compensation Committee approved payout at 98% of target for 2024 with no adjustments to targets set in Nov 2023 .
- Company-identified top performance measures linking compensation: Revenue, Adjusted EBITDA, Free Cash Flow .
Equity Awards – Grant and Vesting
| Grant Date | Type | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 6/11/2024 | Restricted Stock | 34,901 | 1,040,050 | 100% vests on 3/15/2027 (approx. 2y9m) |
Stock Vested in Fiscal 2024
| Vest Date | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 3/2/2024 | 5,756 | 161,571 |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 110,767 | “<1%” of outstanding (24,831,427 shares as of 3/28/2025) |
| Ownership % of Outstanding | <1% | Table denotes “* Represents beneficial ownership of less than 1%” |
| Restricted (Unvested) Shares | 93,291 | Can vote; transfer restricted until vesting |
| Implied Other Beneficial (Vested/Unrestricted) | ~17,476 (110,767 − 93,291) | Derived from disclosed totals and restricted count |
| Anti-Hedging/Pledging Policy | Prohibits pledging, margin purchases, hedging transactions | Applies to executives; mitigates alignment risk |
| Stock Ownership Guidelines | Directors: $225,000 | No executive ownership guideline disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date | Executive employment agreements effective October 15, 2024; replace prior agreements |
| Term & Renewal | Initial 3-year term; auto-renew for successive 1-year terms unless notice 30 days before term end |
| 2024 Base Salary | $368,000 (Gerritzen) |
| Bonus Eligibility | Participation in annual bonus plan |
| Clawback | Subject to deductions/clawbacks per law/listing rules; Nasdaq Rule 10D-1 clawback effective Nov 1, 2023 |
| Non-Compete/Non-Solicit | During employment and 30 months post-termination; restricts soliciting customers/employees and competing in locations where KIDS/NEO did business in prior 12 months |
| Severance (Without Cause/Good Reason) | 30 months of base salary + 2.5x average bonuses for prior 3 years (paid in 30 equal monthly installments); lump-sum unpaid prior-year bonus; pro-rated performance bonus; up to 12 months company-subsidized healthcare continuation |
| Change of Control | Same severance benefits if employment is terminated or title is changed within 12 months post-CoC |
Governance, Policies, and Shareholder Signals
- Say-on-Pay: Approximately 99% approval at 2024 annual meeting for FY2023 NEO compensation; committee made no significant changes following the vote .
- Compensation Committee: Independent directors; periodic use of independent consultant; significant at-risk/equity pay; multi-year vesting; clawback policy; no tax gross-ups or option repricing; limited perquisites .
- Section 16 Compliance: Company indicates timely filings for 2024 with one late Form 4 for a director; no issues noted for Gerritzen .
Performance Context (Company-Level)
| Year | TSR Value of $100 | Net (Loss) Income ($000) | Adjusted EBITDA ($000) |
|---|---|---|---|
| 2022 | $96 | 1,258 | 227 |
| 2023 | $79 | (20,974) | 5,040 |
| 2024 | $56 | (37,822) | 8,519 |
Company-selected measure: Adjusted EBITDA; defined to include add-backs such as stock-based compensation, fair value adjustments, restructuring, MDR fees, acquisition costs, nonrecurring conversion fees, and minimum purchase commitments; presented as non-GAAP .
Investment Implications
- Alignment and retention: Gerritzen’s compensation is heavily equity-based with multi-year vesting and a stringent 30-month non-compete, while severance economics (30 months salary + 2.5x bonus average) create meaningful retention value but also potential payouts in change-of-control scenarios if terminated or title is changed within 12 months .
- Incentive design: 2024 bonus payout at 98% of target against Revenue, Adjusted EBITDA, Corporate Objectives, and Individual Performance underscores operational execution near plan; absence of mid-year target changes reduces discretion risk .
- Ownership/pressure: Beneficial holdings are <1% of outstanding with substantial unvested restricted shares (93,291), and a large 2024 grant vesting in March 2027; anti-pledging policy reduces forced-selling risk, but meaningful vest events can create episodic liquidity/selling windows .
- Governance quality: Strong shareholder support (99% Say-on-Pay), clawback adoption, no gross-ups, and no option repricing indicate generally shareholder-friendly practices, lowering governance risk; no related-party transactions disclosed involving Gerritzen specifically .