Samuel D. Riccitelli
About Samuel D. Riccitelli
Samuel D. Riccitelli, 66, is an independent director of OrthoPediatrics Corp. (KIDS) and has served on the Board since December 2017 . He brings extensive healthcare and diagnostics leadership, including public-company CEO and board chair experience, and currently serves on the Audit and Corporate Governance Committees at KIDS . The 2025 proxy biography does not include education details for Mr. Riccitelli; independence has been affirmatively determined under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genoptix, Inc. (public diagnostic company) | EVP & COO; company sold to Novartis | Prior to 2011 sale | Operated public diagnostics platform through sale to strategic acquirer |
| Signal Genetics, Inc. (public molecular diagnostics) | President & CEO; Director | 2012–2017 | Led public diagnostics company; ultimately sold to Miragen Therapeutics |
| Pathnostics (private infectious disease diagnostics) | Chief Executive Officer | 2019–2020 | Led privately owned diagnostics company |
External Roles
| Company | Exchange | Role | Tenure | Notes |
|---|---|---|---|---|
| Biocept, Inc. | Nasdaq: BIOC | Director; Chairman of the Board; Interim President & CEO | Director from Oct 2020; Chairman from Jul 2021; Interim CEO Feb 2022–Jun 2023 | Oversight and interim operational leadership during transition period |
| Precipio, Inc. | Nasdaq: PRPO | Chairman of the Board | 2017–2019 | Led board governance at public diagnostics firm |
| Signal Genetics, Inc. | Public | President & CEO; Director | 2012–2017 | CEO of public molecular diagnostics company |
Board Governance
- Independence: Board determined Mr. Riccitelli is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Corporate Governance Committee member (no chair roles) .
- Attendance and engagement: The Board met seven times in 2024; no director attended fewer than 75% of Board and committee meetings during their service period (indicates Mr. Riccitelli met ≥75%) . All directors except David Pelizzon, George Dyer, and Terry Schlotterback attended the 2024 annual meeting, implying Mr. Riccitelli attended .
- Lead Independent Director: Terry D. Schlotterback is Lead Independent Director .
- Board structure: Separate Chair and CEO roles; Chairman is Mark C. Throdahl .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (or $22,500 per regular meeting) | $90,000 | KIDS uses cash retainer of $90,000 or $22,500 per regular meeting attended; Audit Chair gets +$10,000, Compensation and Governance Chairs +$5,000 |
| Committee chair fees (applicable roles) | $0 | Mr. Riccitelli is not disclosed as a chair; Audit Chair is Hughes; Governance Chair is Infante |
| Equity grant (restricted stock) | $90,000 | Granted at annual meeting; vests over three years, subject to continued service |
| 2024 total director compensation (Riccitelli) | $180,000 | Fees earned $90,000; Stock awards $90,000 |
Performance Compensation
| Element | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity (restricted stock) | Annual grant valued at $90,000 | None disclosed for director awards | Vests over three years (service-based) |
Clawback policy adopted November 2023 applies to current/former Section 16 officers under Exchange Act 10D and Nasdaq rules; not specific to non-employee directors .
Other Directorships & Interlocks
| Area | Finding |
|---|---|
| Related-party transactions | Squadron-related supply, license, and mortgage arrangements exist at KIDS, but no transactions are disclosed involving Mr. Riccitelli personally . |
| Committee interlocks | Compensation Committee interlocks note only prior officer service by Schlotterback (2009–2010); none involving Mr. Riccitelli . |
| External board overlap with KIDS stakeholders | Not disclosed . |
Expertise & Qualifications
- Extensive leadership across healthcare diagnostics companies, including public-company CEO and board chair roles; prior COO experience at a public diagnostics firm sold to Novartis .
- Current KIDS service includes Audit and Governance committees; Audit Committee report underscores financial oversight participation alongside a designated financial expert (Hughes) .
- The proxy biography does not list education details for Mr. Riccitelli .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 12,022 | |
| Restricted shares included | 4,641 (voteable; transfer-restricted until vest) | |
| Shares outstanding (record date) | 24,831,427 | |
| Ownership as % of shares outstanding | ~0.048% (12,022 / 24,831,427) | |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors | |
| Director ownership guideline | $225,000 value; compliance within 3 years of joining the Board; compliance status not disclosed |
Governance Assessment
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Strengths:
- Independence affirmed and active participation on Audit and Corporate Governance Committees, supporting board oversight of financial reporting, risk, and governance .
- Engagement evidenced by meeting attendance standards; attendance at the 2024 annual meeting supports shareholder-facing engagement .
- Shareholder-aligned policies: anti-hedging/pledging, clawback policy adoption, and no tax gross-ups or option repricing in compensation practices .
- Strong say-on-pay support: approximately 99% approval at the 2024 annual meeting, indicating investor confidence in compensation governance .
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Watch items:
- Personal share ownership is below 1% of outstanding shares; while directors must meet a $225,000 ownership guideline within three years, individual compliance status for Mr. Riccitelli is not disclosed .
- Company-level related-party transactions with Squadron (supply, license, mortgage) present ongoing oversight considerations, though not involving Mr. Riccitelli personally .
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Overall: Mr. Riccitelli’s diagnostics leadership and committee participation are additive to KIDS’s board effectiveness. No specific conflicts or attendance red flags are disclosed for him; governance policies on hedging/pledging and clawbacks bolster investor alignment .