Harald Ruf
About Harald Ruf
Independent director at OrthoPediatrics Corp. (KIDS); age 71; director since April 2017. Background includes Chief Financial Officer and currently Chief Operating Officer of Squadron Capital LLC (a major KIDS shareholder) since 2014; previously Managing Partner at Teuscher Ruf & Walpole, LLC (2010–2016); prior board service at Chromogenex Limited (UK) (2014–2016). Education: B.S. in Accounting from Brigham Young University; Emeritus Licensed CPA (Utah) and Inactive Licensed CPA (California). Core credentials: 35+ years of executive experience across industries, including medical device manufacturing. Independence: Board determined independent under Nasdaq rules. Class term runs to 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Squadron Capital LLC | Chief Financial Officer (2014–?), Chief Operating Officer (current) | 2014–present | Senior operating/finance leadership at largest shareholder with board designation rights |
| Teuscher Ruf & Walpole, LLC | Managing Partner | 2010–2016 | Led tax, audit, consulting practice |
| Chromogenex Limited (UK) | Director | 2014–2016 | Board oversight at UK medical device company |
| Ruf Enterprises, LLC | Chairman, Co‑founder | Since 1993 | Holding company leadership; multiple company co‑founder roles |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Ruf |
| Other boards/affiliations | Has served as officer and board member for local and national companies and associations (not itemized) |
Board Governance
- Board classification and term: Director in class with term expiring at the 2026 annual meeting.
- Committee assignments: Not listed as a member of Audit, Compensation, or Corporate Governance Committees for 2024.
- Chair roles: None disclosed.
- Independence: Determined independent by the Board under Nasdaq standards.
- Board/committee attendance: Board met 7 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings.
- Annual meeting attendance: All directors except David Pelizzon, George Dyer, and Terry Schlotterback attended the 2024 annual meeting (implies Mr. Ruf attended).
- Structure: Lead Independent Director in place (Terry D. Schlotterback); Board separates Chair and CEO roles.
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer (non‑employee director) | $90,000 |
| Committee chair fees | Not applicable to Mr. Ruf in 2024 (Audit Chair $10,000; Compensation/Corporate Governance Chair $5,000) |
| Meeting fee alternative | Company discloses $22,500 per regular meeting attended in lieu of $90,000 retainer (policy language); total paid to Mr. Ruf in cash = $90,000 in 2024 |
Performance Compensation (Director)
| Equity Type | Policy/Grant | Vesting | 2024 Amount (Grant‑date value) |
|---|---|---|---|
| Restricted Stock (annual) | Each non‑employee director serving as of the annual meeting receives equity equal to $90,000 | Vests over 3 years, subject to continued service | $90,000 for Mr. Ruf |
- Stock ownership guidelines (Directors): Required holdings valued at $225,000 within 3 years of joining the Board (company does not disclose individual compliance status). Anti‑hedging and anti‑pledging policies apply.
- Clawback: Company has an Exchange Act Rule 10D‑1 compliant clawback policy (primarily for officers) and prohibits director hedging/pledging under its insider trading policy.
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Notes |
|---|---|---|
| Squadron Capital LLC | Mr. Ruf is COO (and former CFO); Squadron has Board designation rights and is KIDS’ largest shareholder | Squadron designees on KIDS Board (including Mr. Ruf and Mr. Pelizzon) under Stockholders’ Agreement; raises related‑party considerations. |
| Chromogenex Limited (UK) | Former director (2014–2016) | No current interlock disclosed. |
Expertise & Qualifications
- Financial and operating expertise (CFO/COO background), multi‑industry entrepreneurial experience, and medical device manufacturing exposure; BYU Accounting degree; CPA (Emeritus/Inactive).
- Board independence affirmed; not designated as Audit Committee Financial Expert (that designation held by Bryan W. Hughes).
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Detail/Breakdown |
|---|---|---|---|
| Harald Ruf | 21,647 | * | Includes 17,006 shares held by The Last Chance Legacy Trust (Mr. Ruf is trustee) and 4,641 restricted shares with voting rights but transfer‑restricted until vesting. Asterisk denotes less than 1%. |
| Shares outstanding (record date) | 24,831,427 | — | As of March 28, 2025. |
- Pledging/hedging: Company prohibits hedging and pledging by directors; no pledging of Mr. Ruf’s shares is disclosed.
Related‑Party Transactions (Conflict Mapping)
| Counterparty | Relationship | 2024 Amount | 2023 Amount | Nature |
|---|---|---|---|---|
| Structure Medical, LLC | Owned by Squadron (Mr. Ruf is Squadron COO) | $1.0 million | $1.1 million | Supplier of product components to KIDS. |
| Vilex, LLC (Squadron subsidiary) | Exclusive perpetual license arrangement for certain external fixation IP; purchases inventory/services from KIDS | Sales to Vilex: $0.2 million; Payments to Vilex: $0.1 million | Sales: $0.3 million; Payments: $0.1 million | Related licensing and inventory/service transactions. |
| Tawani Enterprises Inc. | Mortgage lender; owner is a member of Squadron’s Managing Committee | Outstanding mortgage balance: $0.6 million (12/31/2024) | $0.8 million (12/31/2023) | ~$15,543 monthly P&I; 5% interest; final payment due Aug 2028; secured by Warsaw, IN real estate. |
Implication: Mr. Ruf’s executive role at Squadron intersects with multiple recurring related‑party dealings (supply, licensing, financing). The Board nevertheless classifies him as independent; investors may scrutinize conflict oversight and recusal practices.
Insider Filings and Trades
| Person | Filing/Date | Note |
|---|---|---|
| “Harold” Ruf (as styled in filing) | Form 4 / June 10, 2024 | Late notification of three transactions (Section 16(a) exception noted by the company). |
Governance Assessment
- Strengths
- Independent status affirmed; broad finance/operations expertise; long tenure since 2017 supports institutional knowledge.
- Board reports no sub‑75% attendance; Mr. Ruf appears to have attended the 2024 annual meeting.
- Director pay structure uses balanced cash+time‑vested equity; director ownership guidelines ($225k) and anti‑hedging/pledging enhance alignment.
- Company‑wide governance features: Lead Independent Director role, separate Chair/CEO, clawback policy; strong 2024 say‑on‑pay support (approx. 99%).
- Watch items / RED FLAGS
- Related‑party exposure via Squadron (supplier Structure Medical; Vilex license; Tawani mortgage linked to Squadron leadership). Given Mr. Ruf’s COO role at Squadron, vigilance on recusals and committee‑level review is warranted.
- Section 16(a) late Form 4 for Mr. Ruf in 2024 (administrative compliance lapse).
- No current committee assignments reduce direct involvement in audit/compensation/governance oversight (may be by design due to conflict management, but limits direct committee accountability).
Overall: Board deems Mr. Ruf independent, with valuable finance/operations expertise and solid attendance. However, concentrated Squadron ties create recurring related‑party interactions; investors should monitor Audit/Corporate Governance Committee oversight of these transactions, disclosure quality, and consistent recusals to mitigate perceived conflicts.