Gregory A. Odle
About Gregory A. Odle
Gregory A. Odle, 55, is President of Scoliosis at OrthoPediatrics (KIDS). He joined the company in 2007, served as Executive Vice President from 2011–2022, and has led the Scoliosis business since 2022; he previously served on the Board from 2007–2013 and holds a B.S. in Marketing from Indiana University’s Kelley School of Business . Company performance context: cumulative TSR fell from $100 (2020 base) to $56 in 2024 ; Adjusted EBITDA improved to $8.5 million (2024) from $5.0 million (2023) while revenue expanded materially (see table below) *. Pay program links incentives to Revenue and Adjusted EBITDA, which drove 98% bonus payout in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OrthoPediatrics | President of Scoliosis | 2022–present | Leads scoliosis business unit |
| OrthoPediatrics | Executive Vice President | 2011–2022 | Senior executive leadership across functions |
| OrthoPediatrics | Director | 2007–2013 | Early governance and oversight |
| Smith & Nephew | District Manager (IN/KY), prior sales roles | pre-2007 | Commercial leadership in orthopedic devices |
Fixed Compensation (2024)
| Item | Value |
|---|---|
| Base Salary ($) | $368,000 |
| Target Bonus (%) | 50% of base |
| Target Bonus ($) | $184,000 |
| Actual Bonus Payout (%) | 98% of target |
| Actual Bonus ($) | $179,755 |
Summary Compensation (Multi‑Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $340,000 | $353,100 | $368,000 |
| Non‑Equity Incentive Plan ($) | $132,125 | $171,695 | $179,755 |
| Stock Awards ($, grant date fair value) | $565,282 | $813,909 | $1,040,050 |
| Total ($) | $1,049,607 | $1,351,904 | $1,600,992 |
Performance Compensation
Annual Cash Bonus Plan (2024)
| Component | Weighting | Target/Threshold Design | Actual/Payout |
|---|---|---|---|
| Sales Performance (Revenue) | 40% | Threshold 80% of quarterly budget; overachievement >100% allowed | Contributed to 98% overall payout |
| Adjusted EBITDA | 25% | Threshold 80% of quarterly budget; overachievement annualized into year‑end pool | Contributed to 98% overall payout |
| Corporate Objectives | 25% | Committee‑set corporate goals | Included in 98% payout |
| Individual Performance | 10% | Executive‑specific objectives | Included in 98% payout |
Restricted Stock Awards (2024)
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| 6/11/2024 | 34,901 | $1,040,050 | 100% vests on 3/15/2027 (time‑based) |
Stock Vested in 2024
| Vest Date | Shares Vested | Value Realized ($) |
|---|---|---|
| 3/2/2024 | 5,929 | $166,427 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 148,788 |
| Shares Outstanding (record date) | 24,831,427 |
| Ownership (% of outstanding) | ~0.6% (148,788 / 24,831,427) |
| Unvested Restricted Shares | 93,291 |
| Implied Vested/Direct Shares | ~55,497 (148,788 − 93,291) |
| 2024 RS Grant | 34,901 shares; vests 3/15/2027 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging or pledging/margin) |
| Ownership Guidelines | Director guidelines only ($225,000); no executive ownership guidelines disclosed |
- No pledges or hedging transactions by executives are permitted under policy; no pledges disclosed for Odle .
Employment Terms
| Item | Terms |
|---|---|
| Agreement Date | 10/15/2024 (new agreements for all NEOs) |
| Term | Initial 3 years; auto‑renew 1‑year terms unless 30‑day non‑renewal notice |
| Base Salary | $368,000 per year (Odle) |
| Bonus Eligibility | Participation in annual bonus plan |
| Non‑Compete/Non‑Solicit | 30 months post‑employment; customer and employee non‑solicit and competition restrictions in operating geographies |
| Severance (without cause/for good reason) | 30 months base salary + 2.5× average bonus (prior 3 FYs) paid over 30 months; unpaid earned bonus (lump sum); pro‑rated performance bonus; up to 12 months subsidized healthcare; release required |
| Change‑of‑Control | Same severance if terminated or title changed within 12 months post‑CoC |
| Clawback | Exchange Act 10D/Nasdaq‑compliant clawback effective 11/1/2023; recover erroneously‑awarded incentive comp within 3 preceding fiscal years |
| Anti‑Hedging/Pledging | Hedging and pledging prohibited; blackout windows enforced |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $122,289,000 * | $148,732,000 * | $204,727,000 * |
| Adjusted EBITDA ($000) | $227 | $5,040 | $8,519 |
| Net (Loss) Income ($000) | $1,258 | $(20,974) | $(37,822) |
- Values retrieved from S&P Global* (asterisked cells).
- Company‑level TSR (value of initial fixed $100 investment): 2020 $100; 2021 $145; 2022 $96; 2023 $79; 2024 $56 .
Compensation Structure Analysis
- Shift toward time‑based restricted stock awards (RS) continued in 2024; no performance share units or option grants disclosed for Odle in 2024, reducing risk vs. options and emphasizing retention .
- Cash vs. equity mix increased toward equity: Odle’s stock award grant date fair value rose to $1.04 million in 2024 from $813,909 in 2023 and $565,282 in 2022, indicating heavier long‑term equity focus .
- Annual bonus metrics remained balanced between Revenue and Adjusted EBITDA with clear 80% thresholds; payout at 98% suggests near‑target operational execution in 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval for prior year program was ~99%; Compensation Committee maintained program structure given strong support .
Related Party Transactions (Governance context)
- Payments to Structure Medical (supplier owned by Squadron) were $1.0 million (2024) and $1.1 million (2023); license with Vilex (Squadron subsidiary) involved $0.2 million sales and $0.1 million payments in 2024; mortgage to Tawani Enterprises linked to Squadron interests had $0.6 million balance at 12/31/2024 .
Risk Indicators & Red Flags
- Hedging and pledging prohibited; policy reduces misalignment risk from collateralized shares .
- Strong severance/change‑of‑control economics (30 months salary + 2.5× avg bonus) may raise pay‑for‑failure optics, but include non‑compete and release conditions .
- Governance exposure via Squadron related‑party transactions warrants monitoring for conflicts, though amounts are modest relative to revenue .
- Clawback in place (Nov 2023) aligns with regulatory best practices .
Investment Implications
- Insider selling pressure: Odle holds 93,291 unvested restricted shares and a 2024 grant of 34,901 shares vesting 3/15/2027; these create potential selling windows as tranches vest, albeit mitigated by blackout policies and no hedging/pledging .
- Alignment: Ownership (~0.6% of outstanding) and rising equity grants suggest meaningful “skin‑in‑the‑game,” but time‑based RS (vs PSUs) temper direct performance linkage .
- Retention risk: Robust severance and 30‑month non‑compete/non‑solicit reduce near‑term departure risk; change‑of‑control terms could be dilutive if turnover occurs around transactions .
- Execution track record: Bonus metrics tied to Revenue and Adjusted EBITDA with 98% payout indicate operational delivery; however, negative net income and declining TSR highlight ongoing profitability/returns challenges investors should weigh versus growth trajectory .