David R. Pelizzon
About David R. Pelizzon
David R. Pelizzon, 69, has served as an independent director of OrthoPediatrics Corp. since 2011. He is President of Squadron Capital LLC and a member of its Managing Committee (since 2008), with prior operating experience as Managing Director of Precision Edge Surgical Products (2005–2008) and nearly 30 years as a U.S. Army officer in airborne and special operations units. He is a graduate of the U.S. Military Academy and holds advanced degrees from Harvard University and the U.S. Naval War College; his external public board service includes Alphatec Holdings, Inc. (Nasdaq: ATEC) since June 2020 .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Army | Officer (airborne/special operations) | ~30 years | Retired from active duty |
| Precision Edge Surgical Products | Managing Director | 2005–2008 | Medical device manufacturing leadership |
| Squadron Capital LLC | President; Managing Committee Member | 2008–Present | Private investment firm; significant KIDS holder |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphatec Holdings, Inc. (ATEC) | Director | Since June 2020 | Medical technology company focused on spinal disorders |
| Squadron Capital LLC | President; Managing Committee Member | Since 2008 | Voting/investment decisions at Squadron; related-party exposure with KIDS suppliers/licensees |
| Squadron Capital Holdings LLC | Managing Committee Member | Not specified | May be deemed to beneficially own Squadron-held KIDS shares; committee members disclaim beneficial ownership due to role |
Board Governance
- Classification and independence: Pelizzon’s term expires at the 2026 annual meeting and he is identified as a “Squadron Director”; the Board has determined he is independent under Nasdaq rules .
- Committees: Current standing committee membership lists (Audit; Compensation; Corporate Governance) do not include Pelizzon; he is not shown as a committee chair .
- Attendance: The Board held seven meetings in 2024; no director attended fewer than 75% of aggregate Board and committee meetings. Pelizzon did not attend the 2024 annual meeting of stockholders (engagement flag) .
- Board leadership: CEO and Chair roles are separated; a Lead Independent Director (Schlotterback) is appointed to reinforce independence .
- Executive sessions: Corporate governance guidelines provide that independent directors meet at least twice per year in executive session .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Policy provides $90,000 cash or $22,500 per regular meeting attended |
| Chair fees (if applicable) | $5,000 (Board/Comp/Gov chairs); $10,000 (Audit chair) | Pelizzon is not listed as chair |
| Equity grant (restricted stock) | $90,000 grant-date value; vests over 3 years | Annual grant at meeting date; service-based vesting |
| Pelizzon total director compensation (2024) | $180,000 (cash $90,000; stock awards $90,000) | No options or meeting fees disclosed beyond policy |
Performance Compensation
- Structure: Non-employee director equity is time-based restricted stock vesting over three years; no performance-vested equity or cash performance bonuses are disclosed for directors .
- Performance metrics: Company’s most important executive performance measures (Revenue, Adjusted EBITDA, Free Cash Flow) are disclosed in Pay vs. Performance context, but not tied to director pay .
Other Directorships & Interlocks
| Entity | Nature | Financial Magnitude | Governance/Conflict Considerations |
|---|---|---|---|
| Structure Medical, LLC | Supplier owned by Squadron | Payments: $1.0M (2024); $1.1M (2023) | Pelizzon is President of Squadron; related-person transaction overseen per policy |
| Vilex, LLC (Squadron subsidiary) | Exclusive perpetual license; inventory/services flow | 2024: $0.2M sales; $0.1M payments; 2023: $0.3M sales; $0.1M payments | Squadron affiliate economics tied to KIDS IP/product scope |
| Tawani Enterprises Inc. | Real estate mortgage lender (affiliate of Squadron committee member) | $15,543 monthly; 5% interest; maturity Aug 2028; balance $0.6M (2024), $0.8M (2023) | Ongoing financing from affiliated party |
| Alphatec Holdings, Inc. | Public company directorship | Director since June 2020 | Adjacent orthopedics/spine domain; not disclosed as related-party |
Expertise & Qualifications
- Leadership/operations: Senior roles in medtech manufacturing and investment (Precision Edge; Squadron) .
- Military/strategy: Nearly 30 years active-duty service in airborne and special operations; strategic leadership credentials .
- Education: U.S. Military Academy; advanced degrees from Harvard University and U.S. Naval War College .
Equity Ownership
| Holder | Description | Shares | % Outstanding | Notes |
|---|---|---|---|---|
| David R. Pelizzon | Beneficial ownership (direct, RS, and via Squadron) | 6,926,311 | 27.9% | Footnote below |
| — Direct common | Shares owned directly | 19,907 | — | — |
| — Restricted shares | RS with voting, transfer restricted until vesting | 4,640 | — | Service-based vesting |
| Squadron Capital LLC | Record owner (managed by committee incl. Pelizzon) | 6,901,764 | 27.8% | Pelizzon may be deemed beneficial owner due to role; disclaims except pecuniary interests |
| Shares outstanding base | As of record date (Mar 28, 2025) | 24,831,427 | — | — |
| Pledging/Hedging policy | Company-wide prohibition | — | — | Anti-pledging and anti-hedging in Insider Trading Compliance Policy |
| Director ownership guideline | Required value to hold | $225,000 | — | Compliance due within 3 years of board start |
Footnote: Pelizzon disclaims beneficial ownership of shares and shares underlying options held by Squadron except to the extent of his pecuniary interests. Squadron is manager-managed; voting/investment decisions by committee including Pelizzon .
Governance Assessment
- Positive signals:
- Formally independent under Nasdaq rules despite Squadron ties; separate Chair/CEO with Lead Independent Director; independent committees oversee risks, related-person transactions, and compensation .
- Strong shareholder support on executive Say‑on‑Pay (approximately 99% approval at 2024 annual meeting for FY2023), indicating investor confidence in company pay practices .
- Anti‑hedging/anti‑pledging policies and director ownership guidelines support alignment .
- Concerns/RED FLAGS:
- Significant related-party transactions with Squadron affiliates (supplier payments to Structure Medical; Vilex license economics; mortgage with Tawani affiliate) while Pelizzon serves as Squadron President and managing committee member; ongoing financial ties require vigilant Audit Committee oversight .
- Concentrated ownership influence: Pelizzon’s beneficial ownership (incl. Squadron) at 27.9% of outstanding shares can amplify governance sway; disclaimed beneficial interest notwithstanding committee control context .
- Engagement note: Pelizzon did not attend the 2024 annual stockholders’ meeting, which the Board strongly encourages; while meeting attendance thresholds were met overall, this is a minor investor-relations signal to monitor .
Implications: Pelizzon brings deep leadership and industry/investment expertise, but the Squadron nexus introduces persistent related-party exposures. Investors should monitor committee effectiveness (particularly Audit and Corporate Governance) in reviewing, approving, and disclosing such transactions, and assess any evolution in the Squadron designation rights and supplier/licensing arrangements over time .