George S. M. Dyer, MD
About George S. M. Dyer, MD
Independent director at OrthoPediatrics Corp. (OrthoPediatrics/KIDS), appointed April 28, 2023; Class term expires at the 2026 annual meeting. Age 57. Attending upper extremity surgeon at Brigham and Women’s and Boston Children’s Hospitals; Associate Professor of Orthopedic Surgery at Harvard Medical School (since 2017); serves in the U.S. Navy Medical Corps (reserve). Core credentials: orthopedic surgery expertise with focus on adult upper extremity trauma and complex post‑traumatic reconstruction; Harvard MD and orthopedic training.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brigham and Women’s Hospital | Attending Upper Extremity Surgeon (Hand & Upper Extremity; Ortho Trauma) | 2008–present | Clinical leadership in upper extremity trauma and reconstruction |
| Boston Children’s Hospital | Attending Upper Extremity Surgeon | Not disclosed | Pediatric upper extremity care |
| Harvard Medical School | Associate Professor of Orthopedic Surgery | 2017–present | Academic leadership/education |
| U.S. Navy, Medical Corps (reserve) | Medical Corps Officer | Not disclosed | Military medical service |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| Brigham and Women’s & Boston Children’s Hospitals | Attending Surgeon | Non-profit hospitals | Upper extremity and orthopedic trauma |
| Harvard Medical School | Associate Professor | Academic | Since 2017 |
| U.S. Navy (Reserve) | Medical Corps | Government | Reserve service |
Board Governance
- Independence: Board determined Dr. Dyer is independent under Nasdaq rules.
- Committee assignments: Compensation Committee member; chaired by Lead Independent Director Terry D. Schlotterback; committee met 3 times in 2024.
- Board structure: Separate Chair and CEO; Lead Independent Director (Schlotterback) facilitates independent sessions.
- Attendance:
- Board held 7 meetings in 2024; no director attended fewer than 75% of combined board/committee meetings.
- Annual meeting attendance: Dyer did not attend the 2024 annual stockholders’ meeting (attendance encouraged by policy).
- Executive sessions/independence practices: Corporate Governance Guidelines call for independent director executive sessions at least twice per year.
Fixed Compensation (Director)
| Component | Policy/Structure | 2024 Amount for Dr. Dyer |
|---|---|---|
| Annual cash retainer (or per-meeting alternative) | $90,000 cash or $22,500 per regular meeting attended | $90,000 |
| Committee chair fees | Board/Comp/CG chairs: +$5,000; Audit chair: +$10,000 | Not applicable to Dyer in 2024 |
| Annual equity grant | Restricted stock valued at $90,000 on annual meeting date; vests over 3 years | $90,000 (stock awards) |
| Total director compensation (2024) | Cash + equity | $180,000 |
Notes: Non-employee director equity grants are time-based restricted stock; no options granted to directors in 2024.
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Restricted stock (time-based) | None disclosed for directors | Three-year vesting from grant date |
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Dyer in the proxy biography.
- Compensation Committee interlocks: Committee disclosure notes no interlocks; only historical insider participation was Mr. Schlotterback’s 2009–2010 officer role; no such service for Dr. Dyer.
Expertise & Qualifications
- Education/training: Harvard Medical School; Harvard Combined Orthopedic Residency; Upper Extremity Fellowship (Brigham & Women’s/Children’s Hospital).
- Technical specialization: Upper extremity adult trauma; complex post‑traumatic reconstruction of shoulder, elbow, wrist, and hand.
- Board value-add: Deep orthopedic surgery experience aligned with company’s pediatric orthopedic focus.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Restricted (unvested) Shares | Other Shares |
|---|---|---|---|---|
| George S. M. Dyer, MD | 4,731 | 0.019% (4,731 / 24,831,427) | 4,076 (voting, transfer-restricted) | 655 (computed: 4,731−4,076) |
| Shares outstanding (record date) | 24,831,427 | — | — | — |
- Anti-hedging/pledging: Company prohibits hedging and pledging by directors.
- Ownership guidelines: Directors expected to hold shares valued at $225,000 within 3 years of becoming a director; for Dyer (appointed April 28, 2023), guideline date implies compliance due by April 28, 2026.
- Section 16(a) compliance: Company reported one late Form 4 in 2024 for director Harald Ruf; no exception noted for Dr. Dyer.
Related Party Transactions & Conflicts
- Company related-party activity largely involves Squadron Capital affiliates (Structure Medical supplier payments of $1.0M in 2024; Vilex license/service transactions; mortgage with Tawani Enterprises). Dr. Dyer is not identified as a party to any related-person transactions.
- Director independence re-affirmed; Board reviewed relationships and determined no impairments to independent judgment for independent directors.
Governance Assessment
-
Strengths
- Independent director with domain expertise directly relevant to pediatric orthopedics.
- Member of an independent Compensation Committee; no interlocks; use of independent compensation advisor at company level; clawback policy in place for executives.
- Anti-hedging/pledging and ownership guidelines enhance alignment.
- Board-wide attendance threshold met; robust committee structure and independent leadership (Lead Independent Director).
-
Watch items / potential flags
- Did not attend 2024 annual stockholders’ meeting (attendance is strongly encouraged).
- Director equity is time-based RS without performance conditions; while common for directors, it does not add performance linkage.
- Concentrated related-party ecosystem with Squadron affiliates at the company level (no Dyer involvement disclosed); continued monitoring of transaction governance advisable.
- Director ownership guidelines compliance status for Dyer not disclosed as of the proxy; deadline April 2026.
-
Shareholder sentiment context
- Say‑on‑pay support was approximately 99% at the 2024 annual meeting, signaling broad investor support for compensation programs.