Kelly Fischer
About Kelly Fischer
Kelly Fischer is Senior Vice President and Chief Financial Officer at Cook Medical, with over two decades of finance and operations leadership; she previously served as an Audit Manager at Ernst & Young and held roles at Arthur Andersen, and holds a bachelor’s degree in accounting from Indiana University’s Kelley School of Business . She was appointed to OrthoPediatrics’ Board of Directors on August 8, 2025 to fill a vacancy following the retirement of long‑time director Terry Schlotterback . At appointment, she reported no beneficial ownership on Form 3 (0 shares) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cook Medical | Senior Vice President & CFO | 2003–present | Financial leadership at a multibillion‑dollar medical device company; strategic and operational finance |
| Ernst & Young | Audit Manager | Prior to 2003 | External audit experience |
| Arthur Andersen | Various positions | Prior to EY | Audit/consulting foundational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cook Medical | Senior Vice President & CFO | 2003–present | No KIDS related‑party transactions disclosed under Item 404(a) in KIDS 8‑K |
| Other public company boards | Not disclosed | — | No public company directorships disclosed in KIDS press release/8‑K |
Board Governance
- Appointment date: August 8, 2025; term in class expiring at the 2026 annual meeting .
- Committee assignments: Audit Committee and Compensation Committee member .
- Independence: KIDS states Audit Committee and Compensation Committee members are independent under Nasdaq rules (and Rule 10A‑3 for Audit); appointment to these committees is a strong independence signal pending formal proxy confirmation .
- Board attendance standard: In 2024 the Board held seven meetings and no director attended fewer than 75% of combined Board/committee meetings; Fischer was not on the Board in 2024 .
- Lead Independent Director: Prior LID was Terry Schlotterback (retired Aug 8, 2025); post‑retirement LID status not disclosed .
Fixed Compensation
| Component | 2025 Policy Detail | Fischer’s 2025 Treatment | Source |
|---|---|---|---|
| General Board cash | $22,500 cash previously paid to each Outside Director; no further 2025 cash beyond this amount | Pro rata cash not specified in appointment; 8‑K references equity only | |
| Equity (2025 Award) | $175,500 Restricted Stock, granted within 10 days after 2025 annual meeting; vests one‑third per year over three years or on annual meetings in years 1–3 | Entitled to pro rata portion of the 2025 Award per Non‑Employee Director Compensation Policy | |
| Committee chair fees | $5,000 per year for Board/Comp/Gov chairs; $10,000 for Audit Chair; paid quarterly/prorated | Not disclosed as chair; no chair fees indicated |
Performance Compensation
| Award | Value | Vesting | Alternatives | Notes |
|---|---|---|---|---|
| Annual Award (2026+) | $90,000 Restricted Stock per year | One‑third per year for three years or at annual meetings in years 1–3 | — | Standard annual director equity grant |
| Election Award (2026+) | $117,000 Restricted Stock per year | One‑third per year for three years or (at director’s election) 100% at five years/5th annual meeting | Beginning 2026, director may elect cash ($22,500 per quarter; $90,000/year) in lieu of Election Award | Provides flexibility and potential longer‑duration vest for alignment |
| 2025 Award | $175,500 Restricted Stock | One‑third per year over three years or at annual meetings in years 1–3 | — | Fischer receives pro rata portion for 2025 |
Other Directorships & Interlocks
| Company | Relationship | KIDS Exposure | Disclosure |
|---|---|---|---|
| Cook Medical | Employer (SVP & CFO) | Large med‑tech; potential sector adjacency; no related‑party transactions disclosed | 8‑K states no Item 404(a) transactions for Fischer |
Expertise & Qualifications
- Financial leadership: Senior VP & CFO at Cook Medical, multibillion‑dollar med‑tech; deep operating finance .
- Audit/accounting: EY Audit Manager; Arthur Andersen roles; strong audit background .
- Education: Bachelor’s in Accounting, Indiana University Kelley School of Business .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership at initial filing | 0 shares reported on Form 3 (filed 11/12/2025 for event 11/10/2025) | |
| Vested vs unvested | Not disclosed; pro rata 2025 restricted stock grant expected per policy; grant/vesting details will follow in Forms 4/proxy | |
| Ownership guidelines | Directors must hold shares valued at $225,000 within three years of becoming a director | |
| Hedging/pledging | Hedging and pledging of company stock prohibited by policy |
Insider Trades
| Date Filed | Form | Transaction Type | Shares | Notes |
|---|---|---|---|---|
| 11/12/2025 | Form 3 | Initial statement of beneficial ownership | 0 | Director relationship indicated; no securities beneficially owned |
Governance Assessment
- Strengths: Appointment to Audit and Compensation Committees indicates Board confidence and independence under Nasdaq/Rule 10A‑3; strong finance/audit expertise enhances oversight of reporting and pay .
- Alignment: Director equity program revamped in 2025 with $175,500 restricted stock and ongoing annual/election awards, plus ownership guidelines ($225,000 within three years) and anti‑hedging/pledging—supporting alignment with shareholders .
- Shareholder signals: Prior Say‑on‑Pay support was ~99% at 2024 annual meeting, indicating favorable investor sentiment toward compensation governance .
- Watch‑items: Initial Form 3 showed zero ownership; monitor subsequent Form 4 equity grants and progress toward ownership guideline compliance within three years .
- Conflicts: 8‑K reports no related‑party transactions for Fischer; maintain periodic review for any Cook Medical interactions with KIDS; none disclosed to date .
Related Party Transactions (Fischer-specific)
- None disclosed: The 8‑K specifies that Fischer is not party to any transaction with the Company requiring Item 404(a) disclosure .
Committee Structure (Reference)
- Audit Committee: Members are required to be independent; KIDS identified Audit Committee independence and a financial expert in prior proxy; Fischer appointed to Audit Committee as of Aug 8, 2025 .
- Compensation Committee: Members are required to be independent; Fischer appointed to Compensation Committee as of Aug 8, 2025 .
- Corporate Governance Committee: Independence requirements articulated in proxy; no assignment disclosed for Fischer .
Say‑on‑Pay & Shareholder Feedback
- Frequency: Annual Say‑on‑Pay; next frequency vote due no later than 2029 .
- Result: Approximately 99% support for 2023 NEO compensation at 2024 annual meeting .
- Engagement: KIDS cites responsiveness to shareholder feedback via ongoing discussions and future Say‑on‑Pay votes .
Clawback and Policies
- Clawback: Adopted November 2023; compliant with Exchange Act Section 10D/Nasdaq rules .
- Insider Trading Policy: Prohibits short sales, derivatives, hedging; quarterly/special blackout periods .
- Corporate Governance Guidelines: Majority independent board, executive sessions at least twice per year, orientation/continuing education .
RED FLAGS: None disclosed for Fischer (no related‑party transactions; committee placements imply independence), but initial zero share ownership warrants monitoring for timely alignment with ownership guidelines .