J. Andrés Cedrón
Orthofix MedicalAbout J. Andrés Cedrón
Chief Legal Officer and Corporate Secretary of Orthofix Medical Inc. since April 15, 2024; age 44. Previously Vice President and Corporate Secretary at Stryker Corporation, with prior leadership roles overseeing legal for Stryker’s MSNT Group and international regions; earlier career in private practice. Education: J.D., Columbia Law School; B.A., Colorado College . Company 2024 performance underpinning his pay-for-performance structure: net sales $799.5 million (+7.1% YoY); adjusted EBITDA actual $83.6 million vs $88.2 million target; adjusted free cash flow $21.7 million (above $14.6 million target); PSU design tied to relative TSR vs the S&P Healthcare Equipment Select Industry Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stryker Corporation | Vice President & Corporate Secretary | 2022–2024 | Oversaw corporate governance, SEC compliance, M&A legal, and corporate responsibility legal matters |
| Stryker MSNT Group | Chief Legal Counsel | 2018–2022 | Led legal for $10B+ divisions, including regulatory/compliance and commercial legal frameworks |
| Stryker International (Europe, Canada, EEMEA, Latin America) | Regional Legal Leadership | 2010–2018 | Built anti-corruption programs, litigation management, and commercial legal practices across regions |
| Private Practice | Corporate Attorney | Prior to 2010 | Corporate law foundation; transitioned to in-house leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in proxy filings |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $470,000 | Offer terms for CLO role |
| Target Bonus % of Salary | 70% | Annual incentive target |
| Actual Annual Incentive Paid | $335,909 | Paid for 2024 performance (paid 2025) |
| Perquisites/Other | $879 | Insurance premiums; minimal perquisites policy |
Performance Compensation
Annual Cash Incentive Design and Outcomes (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Company-wide Net Sales (USD mm) | 30% | $780.9 | $805.0 | $829.2 | $796.7 | Contributes to 102.1% weighted achievement |
| Adjusted EBITDA (USD mm) | 30% | $75.0 | $88.2 | $101.4 | $83.6 | Contributes to 102.1% weighted achievement |
| Adjusted Free Cash Flow (USD mm) | 25% | $11.6 | $14.6 | $17.6 | $21.7 | 150% for this metric; part of aggregate result |
| New Product Introductions (count) | 10% | 24 | 30 | 36 | 30 | 100% attainment |
| Enterprise CR Objective (service hours) | 5% | ≥1,750 | ≥1,750 | ≥1,750 | Met | 100% attainment |
| Outcome (Weighted Achievement) | — | — | — | — | 102.1% | Drives $335,909 bonus |
Notes: Metrics for CLO were weighted: Net Sales 30%, Adjusted EBITDA 30%, Adjusted FCF 25%, New Products 10%, Enterprise CR 5% . No payout below 50% achievement threshold for any metric; payout range 0–150% of target .
Equity Awards Granted in 2024
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Price/Strike | Vesting / Performance Conditions |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | 4/15/2024 | Target 57,296 | $936,790 | — | 3-year cliff; earned based on relative TSR vs S&P Healthcare Equipment Select Industry Index; 25th/50th/75th percentile → 50%/100%/200%; capped at 100% if absolute TSR negative; vests Jan 7, 2027 |
| Restricted Stock Units (RSUs) | 4/15/2024 | 28,648 | $375,002 | — | Time-based: one-third on each of Apr 15, 2025, 2026, 2027 |
| Performance-Based Stock Options | 4/15/2024 | 64,817 | $390,685 | $13.09 | Dual conditions: service (1/3 on Apr 15, 2025; then quarterly) AND stock-price hurdle (30-day avg ≥150% of grant price); expire 4/15/2031 |
Approval process: value-based awards granted effective on hire dates, sized off closing price on grant date; Committee avoids timing grants around material nonpublic info; clawback policy applies to incentive-based compensation .
Equity Ownership & Alignment
| Ownership Element | Quantity / Status | Notes |
|---|---|---|
| Common Shares Owned (Direct) | 5,733 | Beneficial ownership; <1% of shares outstanding |
| Unvested RSUs | 28,648 | One-third vesting in 2025/2026/2027 |
| Unearned PSUs (Target) | 57,296 | Cliff vest Jan 7, 2027, subject to relative TSR |
| Unexercisable Options | 64,817 @ $13.09 | Performance-price and service conditions; expire 4/15/2031 |
| Option/RSU Exercises/Vesting in 2024 | None | No exercises/vesting reported for Cedrón in 2024 |
| Hedging/Pledging | Prohibited | No hedging; no margin accounts; no pledging per policy |
| Stock Ownership Guidelines | 2x base salary | Qualifying equity includes common stock and unvested time-based RSUs; 5-year phase-in; executives currently in compliance subject to phase-in |
Employment Terms
- No individual employment agreement; executives covered by standard Change-in-Control (CIC) and severance agreements .
- Severance (non-CIC): 1.0x (salary + target bonus) + $12,500 outplacement; pro-rata current-year bonus at 100%; 12 months COBRA reimbursement; partial acceleration of time-based equity; PSUs pro-rated based on performance trajectory .
- CIC (double trigger within 24 months): 1.5x (salary + target bonus) + $18,750 outplacement; full acceleration of time-based equity; extended option exercise window; PSUs at ≥target and convert to time-based vesting if assumed .
- No excise tax gross-ups; “best net” cutback applies to 280G exposure .
- Illustrative potential payouts for Cedrón (as of 12/31/2024, $17.46 stock price):
- Death/Disability: Severance $799,000; Stock-based rights $1,783,833; Welfare $31,888; Outplacement $12,500; Total $2,627,221 .
- Good Reason/Without Cause: Severance $799,000; Stock-based rights $737,610; Welfare $31,888; Outplacement $12,500; Total $1,580,998 .
- CIC + Qualifying Termination: Severance $1,198,500; Stock-based rights $2,784,221; Welfare $31,888; Outplacement $18,750; Total $4,033,359 .
Investment Implications
- Pay-for-performance alignment: 75%+ of equity inducement mix is performance-driven (relative TSR PSUs and stock-price-hurdled options), directly tying realized value to shareholder outcomes; annual bonus linked to Net Sales, Adjusted EBITDA, and Adjusted FCF with hard thresholds and capped payouts .
- Retention and overhang: Significant unvested RSUs/PSUs and unexercisable options (with a 150% price hurdle) reduce near-term selling pressure and incentivize tenure through 2027; no hedging or pledging allowed, mitigating misalignment risk .
- Severance/CIC economics: Standard multiples (non-CEO) with double-trigger equity acceleration and no tax gross-ups moderate change-of-control risk while preserving management incentives in strategic scenarios .
- Execution focus: Legal and compliance leadership background (Stryker) supports governance and risk oversight during integration and transformation; 2024 company results show sales growth (+7.1%) and strong FCF performance vs target underpinning bonus attainment (102.1%) .