Marie C. Infante
About Marie C. Infante
Marie C. Infante, 75, is an independent director at OrthoPediatrics Corp. (KIDS) and has served on the board since 2014, with her current term expiring at the 2027 annual meeting . She chairs the Corporate Governance Committee and is designated a “Squadron Director” under the Stockholders’ Agreement with Squadron Capital LLC, a major shareholder . Infante is a healthcare lawyer and certified compliance professional with 25+ years of legal/compliance experience and 15 years as a clinical specialist in orthopedic nursing. She holds a BSN and MS from the University of Maryland, an MBA from Loyola University, and a JD from Catholic University of America . The board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Post-acute healthcare services company (unnamed) | Senior Vice President, Chief Compliance Officer and General Counsel for Healthcare Law | 2006–2013 | Led compliance/legal at a ~$3B provider with ~42,000 employees serving ~60,000 patients annually |
| Orthopedic nursing (multiple settings) | Clinical Specialist | 15 years | Clinical orthopedic expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Avalon Healthcare Services | Consultant/Senior Advisor | Since 2013 (recent affiliations; dates not individually disclosed) |
| Zimmet Healthcare Services Group | Consultant/Senior Advisor | Since 2013 (recent affiliations) |
| Triple Tree Capital Partners | Consultant/Senior Advisor | Since 2013 (recent affiliations) |
| BDO Center for Healthcare Excellence and Innovation | Consultant/Senior Advisor | Since 2013 (recent affiliations) |
Board Governance
- Independence status: Independent under Nasdaq listing standards .
- Board structure: 11 directors; staggered board; Infante’s class expires at the 2027 annual meeting .
- Lead Independent Director: Terry D. Schlotterback .
- Executive sessions: Independent directors meet at least twice per year .
- Attendance: Board held 7 meetings in 2024; no director attended fewer than 75% of aggregate board/committee meetings during their service period . Infante attended the 2024 annual shareholders’ meeting (only Dyer, Pelizzon, Schlotterback did not) .
| Body | Role | Chair? | 2024 Meetings | Attendance Detail |
|---|---|---|---|---|
| Board of Directors (Class expiring 2027) | Director | No | 7 | ≥75% for all directors; Infante attended 2024 annual meeting |
| Corporate Governance Committee | Chair | Yes | 2 | Individual attendance not disclosed |
| Audit Committee | Not a member | — | 5 | — |
| Compensation Committee | Not a member | — | 3 | — |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $90,000 | Standard non-employee director cash compensation |
| Committee chair fee | $5,000 | Additional cash fee for chairing Corporate Governance |
| Total cash fees | $95,000 | Fees earned in 2024 per director compensation table |
| Meeting fee framework | $22,500 per regular meeting (alternative structure) | Policy states cash compensation equals $90,000 or $22,500 per regular meeting attended |
Performance Compensation (Director Equity)
| Grant Type | Grant Value (USD) | Grant Timing | Vesting | Performance Linkage |
|---|---|---|---|---|
| Restricted stock | $90,000 | As of annual meeting date in 2024 | Vests over three years, subject to continued service | None (time-based RS); no director performance metrics disclosed |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed in her biography |
| Squadron designation | Infante is a “Squadron Director” under the Stockholders’ Agreement |
| Squadron ownership | Squadron Capital LLC beneficially owns 27.8% of KIDS (6,901,764 shares) |
| Related-party exposure (Squadron affiliates) | Structure Medical (supplier): $1.0m payments in 2024, $1.1m in 2023; Vilex, LLC (Squadron subsidiary) license/inventory: $0.2m sales and $0.1m payments in 2024; mortgage with Tawani Enterprises Inc. (affiliated with Squadron managing committee member): $15,543 monthly payments; $0.6m balance at 12/31/24 |
| Conflicts oversight | Corporate Governance Committee manages risks including independence, disclosure, and potential conflicts; Infante chairs this committee |
Expertise & Qualifications
- Healthcare law/compliance: 25+ years as a healthcare lawyer and certified compliance professional .
- Clinical orthopedic background: 15 years as a clinical specialist in orthopedic nursing .
- Education: BSN and MS (University of Maryland); MBA (Loyola University); JD (Catholic University of America) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 11,365 shares; less than 1% of outstanding |
| Vested vs. unvested | Includes 4,641 restricted shares with voting rights but transfer-restricted until vesting |
| Ownership guidelines | Directors must hold shares valued at $225,000; compliance period 3 years from becoming a director |
| Compliance status | Not disclosed at the individual level |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
| Section 16(a) filings | No delinquencies disclosed for Infante in 2024 (only Harold Ruf had a late Form 4) |
Governance Assessment
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Strengths
- Independent director with deep healthcare compliance and clinical orthopedic experience, enhancing oversight of regulatory and quality risks .
- Chairs Corporate Governance Committee; formal governance framework includes executive sessions and stock ownership guidelines for directors .
- Strong shareholder support for executive pay (Say-on-Pay ~99% approval in 2024), signaling broader investor confidence in compensation governance .
- Attended the 2024 annual shareholders’ meeting; overall director attendance robust (no director below 75%) .
-
Risks and RED FLAGS
- RED FLAG: Infante is a Squadron designee while KIDS engages in ongoing related-party transactions with Squadron affiliates (Structure Medical supplier payments; Vilex license and inventory; Tawani Enterprises mortgage). Perception risk around independence of conflict oversight, particularly since the Corporate Governance Committee (which oversees conflicts) is chaired by a Squadron-designated director .
- Concentration risk: Multiple Squadron-affiliated directors on the board (Pelizzon and Ruf are also Squadron Directors), alongside Squadron’s 27.8% ownership, may heighten concerns about minority shareholder protections if conflict controls are not rigorously applied .
-
Alignment safeguards
- Anti-hedging and anti-pledging policies apply to directors; director equity grants are time-based and encourage long-term alignment; share ownership guideline of $225,000 for directors .
-
Additional context
- Board leadership separated (independent Chairman; Lead Independent Director in place) and committee composition otherwise independent (Audit/Compensation) .
Director Compensation Summary (2024)
| Component | Amount (USD) |
|---|---|
| Cash Fees (retainer + chair) | $95,000 |
| Stock Awards (RS) | $90,000 |
| Total | $185,000 |
Notes on Company-wide Governance Signals
- Say-on-Pay cadence and outcome: Annual; ~99% approval at 2024 meeting. Committee made no major changes based on this result .
- Insider trading policy prohibits short sales, derivatives, and hedging by directors, with blackout periods enforced .
- Clawback policy adopted to comply with SEC/Nasdaq rules (primarily applicable to executive officers) .