Alan L. Bazaar
Orthofix MedicalAbout Alan L. Bazaar
Alan L. Bazaar (age 55) is an independent director of Orthofix Medical Inc., serving since 2023; he is CEO of Hollow Brook Wealth Management LLC and previously was Managing Director/Portfolio Manager at Richard L. Scott Investments and began his career at Arthur Andersen LLP . He holds a BA in History from Bucknell University and an MBA from NYU Stern; he is a Certified Public Accountant (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richard L. Scott Investments, LLC | Managing Director & Portfolio Manager; Co-manager public equity portfolio | Not disclosed | Led investment decision-making |
| Arthur Andersen LLP | Professional (early career) | Not disclosed | Accounting/finance training |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Hollow Brook Wealth Management LLC | Chief Executive Officer | Private | Current |
| Wireless Telecom Group, Inc. | Director | Public | Prior, dates not disclosed |
| PDL BioPharma | Director | Public | Prior, dates not disclosed |
| Hudson Global, Inc. | Director | Public | Prior, dates not disclosed |
| Sparton Corporation | Director | Public (acquired) | Prior, dates not disclosed |
| LoJack Corporation | Director | Public (acquired) | Prior, dates not disclosed |
| Media Sciences, Inc. | Director | Public | Prior, dates not disclosed |
| NTS, Inc. | Director | Public/Private (testing services) | Prior, dates not disclosed |
| Airco Industries, Inc. | Director | Private | Prior, dates not disclosed |
Board Governance
- Committee assignments: Audit & Finance Committee (member) and Compensation & Talent Development Committee (member) .
- Independence: Board determined Bazaar is independent under Nasdaq listing standards .
- Attendance and engagement: Board met 10 times in 2024; every director attended ≥75% of Board/committee meetings; average director attendance was 98% .
- Executive sessions: Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2024 .
- Compensation committee interlocks: Company disclosed no interlocking relationships in 2024 .
- Chair roles: Bazaar is not disclosed as a chair of any committee .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Cash fees earned | $60,326 |
| Deferred Stock Units (DSUs) granted | 24,088 units (8,936 granted Jan 31, 2024; 15,152 annual grant) |
| Grant-date fair value of equity | $319,127 |
| Options granted in 2024 | None (per table) |
| Total 2024 director compensation | $379,453 |
| Standard program: base annual cash retainer (non-chair) | $75,000; committee chairs +$15,000; Chair of Board typically $150,000 |
Performance Compensation
Directors receive time-based equity aligned to shareholder interests, not performance-conditioned awards:
- DSUs vest on the earlier of June 30, 2025 or the date of the Annual Meeting; settlement is deferred until service ends .
- New directors receive an initial stock option grant vesting over four years, with ~$300,000 grant-date fair value; annual DSU grants ~ $195,000 (higher for Board Chair) .
| Award Type | Grant Date | Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| DSU (annual) | 2024 (annual grant) | 15,152 | Earlier of June 30, 2025 or Annual Meeting date; deferred settlement | Included in $319,127 total equity |
| DSU (additional) | Jan 31, 2024 | 8,936 | Earlier of June 30, 2025 or Annual Meeting date; deferred settlement | Included in $319,127 total equity |
| Initial Director Stock Options (program) | Upon joining Board | Not specified per director; Bazaar holds options outstanding | Four-year vesting; long-term alignment | ~$300,000 typical initial grant (program) |
Other Directorships & Interlocks
- Prior public company directorships across telecom, medtech, staffing, and industrials as listed above .
- No compensation committee interlocks were disclosed for 2024 .
Expertise & Qualifications
- Finance and investment leadership (CEO of wealth management firm; former portfolio manager); accounting background (CPA, inactive) .
- Broad board experience across multiple industries; adds financial and governance expertise to OFIX Board .
- Education: BA, Bucknell; MBA, NYU Stern .
Equity Ownership
| Item | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 36,339 | <1% of class |
| Direct shares | 338 | Owned directly |
| DSUs vested or potentially issuable within 60 days | 24,088 | DSUs outstanding |
| Options exercisable or exercisable within 60 days | 11,913 | Current/exercisable within 60 days |
| Outstanding stock options (12/31/2024) | 47,652 | As of year-end |
| Outstanding DSUs (12/31/2024) | 24,088 | As of year-end |
| Ownership guidelines | 5x annual cash retainer for non-employee directors; qualifying equity includes common stock and unvested time-based RSUs/DSUs; options do not count | |
| Compliance status | All directors in compliance, subject to phase-in for recent appointments | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy and Governance Guidelines |
Governance Assessment
- Strengths: Independent director with finance/accounting depth; serves on Audit & Finance and Compensation committees; board practices include majority voting, robust ownership guidelines, clawback policies, and regular executive sessions—all supportive of investor confidence .
- Alignment: Director equity primarily DSUs with deferred settlement; initial option grants and annual DSUs designed to align interests over the long term; hedging/pledging prohibited .
- Attendance/engagement: Board met 10 times; average 98% attendance; all directors ≥75%—supports engagement quality .
- Shareholder support signal: 97% say‑on‑pay approval in 2024; ≥90% in last nine meetings—indicates positive sentiment toward compensation governance .
- Potential red flags: Late Section 16 Form 4 filings for January 31, 2024 DSU grants (including Bazaar) due to internal administrative error; minor compliance lapse to monitor .
- Conflicts/related-party: Proxy discloses a related-party transaction involving another director (Essig/Integra supplier) but none involving Bazaar; Audit & Finance Committee reviews/approves related party transactions per policy .