Mark C. Throdahl
About Mark C. Throdahl
Mark C. Throdahl, 74, is Chairman of the Board at OrthoPediatrics (KIDS). He has served as a director since 2009, was CEO from January 2011 to June 2021, Executive Chairman from June 2021 to 2024, and was appointed Chairman in 2024; he holds an AB from Princeton University and an MBA from Harvard Business School . The Board separates the CEO and Chair roles and has a Lead Independent Director; Mr. Throdahl is not identified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrthoPediatrics Corp. | Chairman of the Board | 2024–present | Board Chair; Board separates CEO and Chair; Lead Independent Director in place |
| OrthoPediatrics Corp. | Executive Chairman | Jun 2021–2024 | Oversight of management transition |
| OrthoPediatrics Corp. | Chief Executive Officer; Director | CEO: Jan 2011–Jun 2021; Director since 2009 | Long-tenured leadership during company growth; continues on Board |
| Zimmer Holdings, Inc. | Group President | 2008–2009 | Senior operating leader at global ortho company |
| Consort Medical plc (London) | Chief Executive Officer and Director | 2001–2007 | Ran public company; board-level experience |
| Becton Dickinson & Co. | Senior Vice President, Drug Delivery; President, Nippon Becton Dickinson (Tokyo) | 13-year BD career (years not specified) | Global operating roles across U.S. and Japan |
| Mallinckrodt, Inc. | Early career roles | Not disclosed | Early operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None disclosed | — | No current external public company directorships identified |
| Consort Medical plc | CEO and Director (prior) | 2001–2007 | Public company leadership and board service |
Board Governance
- Board leadership: Chairman (Throdahl); roles of CEO and Chair are separated; Lead Independent Director (Terry D. Schlotterback) provides independent oversight .
- Independence: Mr. Throdahl is not listed among directors deemed independent by the Board (independent directors include Dyer, Hughes, Infante, McDonald, Riccitelli, Schlotterback, Ruf, Pelizzon) .
- Committees: The Audit (Hughes—Chair; Riccitelli; Schlotterback), Compensation (Schlotterback—Chair; Dyer; McDonald), and Corporate Governance (Infante—Chair; McDonald; Riccitelli) committees do not include Mr. Throdahl .
- Attendance: The Board met seven 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—implying Mr. Throdahl attended .
- Executive sessions: Corporate Governance Guidelines provide that independent directors meet at least twice per year in executive session .
Fixed Compensation
| Component | 2024 Director Program (framework) | 2024 – Mark C. Throdahl (actual) |
|---|---|---|
| Cash retainer | $90,000 annually or $22,500 per regular meeting attended; additional $10,000 for Audit Chair; $5,000 for Board, Compensation, or Governance Chair | $45,000 cash fees |
| Equity grant | $90,000 in restricted stock at annual meeting; vests over 3 years, subject to service | $0 equity awards in 2024 |
Notes: The non-employee director program above applied in 2024; Mr. Throdahl’s 2024 director compensation was $45,000 in cash with no stock award per the disclosed table .
Performance Compensation
| Plan/Metric | Structure | 2024 Outcome |
|---|---|---|
| Director performance-linked pay | Not applicable—non-employee director equity is time-vested, not performance-based | No equity grant disclosed for Mr. Throdahl in 2024 |
| Company bonus plan metrics (for NEOs; governance context) | Sales Performance (revenue) 40%; Adjusted EBITDA 25%; Corporate Objectives 25%; Individual Performance 10%; payout thresholds at 80% of quarterly budget for Sales and Adjusted EBITDA | 2024 NEO bonus payouts approved at 98% of target; no target changes vs. Nov 2023 set goals |
Vesting mechanics for director equity: annual director restricted stock grants vest over three years, subject to continued service .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Throdahl beyond OrthoPediatrics .
- Committee interlocks: Compensation Committee interlocks disclosed do not involve Mr. Throdahl (note: Schlotterback served briefly as an officer in 2009–2010; no other member has been an officer) .
- Related-party transactions: Board-level related-party arrangements primarily involve Squadron Capital (Structure Medical supply; Vilex licensing; Tawani Enterprises mortgage); no related-party transactions identified for Mr. Throdahl personally .
Expertise & Qualifications
- Education: Princeton University (AB); Harvard Business School (MBA) .
- Domain expertise: Medtech leadership across orthopedics and drug delivery; global operating experience (U.S., U.K., Japan); scaled both large organizations and growth companies .
- Board qualification rationale: Leadership of large organizations and growing businesses cited by the Board as qualifications for his directorship .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 181,977 shares; <1% of outstanding |
| Restricted shares (votable but transfer-restricted until vesting) | 33,889 shares |
| Indirect holdings | 22,497 shares held in the Josephine Throdahl Living Trust (Mr. Throdahl is trustee) |
| Shares outstanding (reference) | 24,831,427 shares outstanding as of Mar 28, 2025 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and officers |
| Director stock ownership guideline | $225,000 minimum value; 3-year compliance period from becoming a director |
Governance Assessment
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Strengths
- Experienced operator with deep medtech and global leadership background; long-tenured board member and former CEO, providing continuity and strategic context .
- Clear separation of CEO and Chair roles with an empowered Lead Independent Director and fully independent key committees (Audit, Compensation, Governance) .
- Strong investor support for compensation programs (≈99% Say-on-Pay approval at 2024 meeting), indicating broad shareholder confidence in governance and pay design .
- Robust policies: formal clawback (effective Nov 1, 2023) and strict anti-hedging/anti-pledging enhance alignment and risk controls .
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Watch items / potential red flags
- Chairman is not designated independent; while mitigated by a Lead Independent Director and independent committees, investors often prefer independent board chairs for oversight robustness .
- Board-level related-party exposure through Squadron (supplier and licensing; affiliate mortgage) warrants ongoing monitoring; no direct involvement by Mr. Throdahl is disclosed .
- 2024 director compensation for Mr. Throdahl consisted only of $45,000 cash and no equity grant, whereas the standard non-employee package includes meaningful equity; this suggests a non-standard status transition year but reduces direct equity-based alignment in 2024 for him specifically .
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Engagement and attendance
- No director fell below 75% attendance in 2024; Mr. Throdahl attended the 2024 annual meeting (not among the listed exceptions), signaling engagement .