Lucas Vitale
Orthofix MedicalAbout Lucas Vitale
Lucas Vitale, age 49, is Chief People and Business Operations Officer at Orthofix (OFIX), appointed March 15, 2024 . He oversees Human Resources, Global Information Services, Corporate Marketing, and U.S. Facility Management & Safety; prior roles include CHRO at NuVasive (2019–2021), ReNAgade Therapeutics, and Berkeley Lights/PhenomeX, plus senior HR leadership at Arena Pharmaceuticals and Life Technologies; he holds a B.S. in Business Administration (Hawaii Pacific University) and an M.A. in Industrial/Organizational Psychology (Alliant International University) . Company performance in 2024 included net sales of $799.5M (+7.1% YoY) and enterprise-wide bonus metrics above target for Vitale’s role cohort; his annual incentive payout was 102.1% of target based on net sales, adjusted EBITDA, adjusted free cash flow, new product introductions, and enterprise objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NuVasive, Inc. | Chief Human Resources Officer | 2019–2021 | Led global HR and commercial talent strategies in spine/orthopedics |
| ReNAgade Therapeutics | Chief Human Resources Officer | — | Executive HR leadership in start-up pharma; scaling and talent |
| Berkeley Lights/PhenomeX | Chief Human Resources Officer | — | HR leadership at post-IPO life sciences company |
| Arena Pharmaceuticals | Senior Vice President, Human Resources | — | Senior HR leadership supporting growth and operations |
| Life Technologies | Multiple HR leadership roles | — | M&A integrations, talent management, leadership development, culture and diversity initiatives |
External Roles
No public-company board service or external directorships disclosed for Vitale .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Base Salary | $460,000 | Offer terms upon appointment |
| Salary Paid (calendar 2024) | $355,615 | Partial-year service |
| Target Bonus (%) | 70% of base | Offer terms |
| Actual Annual Incentive Bonus (paid 2025 for 2024 performance) | $328,762 | Payout at 102.1% of target |
Perquisites and “All Other Compensation” (2024)
| Item | Amount |
|---|---|
| Relocation expenses | $177,623 |
| 401(k) matching | $12,271 |
| Insurance premiums (group term life & disability) | $1,164 |
| Employer-funded HSA | $333 |
| Total “All Other Compensation” | $191,391 |
Performance Compensation
Annual Incentive Program Metrics and Payout (2024)
| Metric | Weighting (Vitale) | Threshold | Target | Maximum | Actual | Achievement |
|---|---|---|---|---|---|---|
| Company-wide Net Sales ($M) | 30.0% | 780.9 | 805.0 | 829.2 | 796.7 | 82.9% |
| Company-wide Adjusted EBITDA ($M) | 30.0% | 75.0 | 88.2 | 101.4 | 83.6 | 82.4% |
| Company-wide Adjusted Free Cash Flow ($M) | 25.0% | 11.6 | 14.6 | 17.6 | 21.7 | 150.0% |
| New Product Introductions (#) | 10.0% | 24 | 30 | 36 | 30 | 100.0% |
| Enterprise Objectives (service hours) | 5.0% | 1,750 hrs min | 1,750 hrs min | — | Met | 100.0% |
| Weighted Percent Achievement | — | — | — | — | — | 102.1% |
Equity Grants (2024 grant structure and counts)
| Grant Component | Share Type | Mix/Weighting | Grant Date | Granted Shares (Threshold/Target/Max) | Exercise Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Relative TSR vs S&P Healthcare Equipment Select Industry Index | 30% of Vitale’s LTI; cliff vest after 3 years | 3/15/2024 | 32,751 / 65,502 / 131,004 | — | $1,124,014 |
| RSUs (time-based) | Time-based vesting | 15% of LTI; vest in 3 equal annual installments | 3/15/2024 | 32,751 | — | $449,999 |
| RSUs (3-year cliff, sign-on) | Time-based cliff vest | 40% sign-on component; full vest at 3 years | 3/15/2024 | 87,336 | — | $1,199,997 |
| Performance-based Stock Options | Price/Service vesting | 15% of LTI; one-third annual + quarterly tranches thereafter; price hurdle (150% of grant price) | 3/15/2024 | 75,432 (unexercisable at 12/31/24) | $13.74 | $477,296 |
Notes: PSUs earn 0–200% based on relative TSR; RSUs vest either on a three-year cliff or in equal annual tranches; options include a stock-price hurdle (150% of grant price) and service-based vesting cadence .
Option Exercises and Stock Vested (2024)
| Category | Shares | Value |
|---|---|---|
| Options exercised | — | — |
| RSUs vested | — | — |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of April 21, 2025 / December 31, 2024)
| Item | Count/Value |
|---|---|
| Beneficially owned shares | 11,423 (less than 1% of class) |
| Shares outstanding reference | 39,180,306 (for percent-of-class) |
| Approx. ownership % | ~0.03% (11,423 ÷ 39,180,306) |
| Unexercisable stock options | 75,432; $13.74 strike; expire 3/15/2031 |
| Unvested RSUs | 32,751 ($441,483 market value); 87,336 ($1,177,289 market value) |
| Unearned PSUs | 65,502 ($882,967 market/payout value) |
Alignment Policies
- Stock ownership guidelines: Other executive officers must hold 2x base salary; 5-year phase-in; all executive officers are in compliance, subject to phase-in timelines .
- Hedging/pledging: Prohibited for directors, executive officers, and designated insiders; no margin accounts or share pledging permitted .
- Clawback: Incentive compensation clawback policy maintained for executive officers .
Employment Terms
Standard Change-in-Control (CIC) and Severance Agreement
| Provision | Non-CIC Termination | CIC Termination (within 24 months) | Additional Terms |
|---|---|---|---|
| Cash severance | 1.0x (base + current-year target bonus + $12,500 outplacement) | 1.5x (base + current-year target bonus + $12,500 outplacement) | COBRA reimbursement up to 12 months for executives (CEO: 18 months) |
| Equity acceleration | Partial acceleration of time-based RSUs/options (full acceleration upon death/disability) | Full acceleration of time-based RSUs/options | Option post-separation exercise window: 18 months non-CIC; 36 months post-CIC, subject to earlier expiration |
| Conditions | Release of claims required | Release of claims required | Includes confidentiality, IP assignment, non-compete, and non-solicit covenants |
Lucas Vitale – Potential Payments at 12/31/2024 (Assumes OFIX closing price $17.46)
| Triggering Event | Lump Sum Severance ($) | Value of Stock-Based Rights ($) | Welfare Benefits ($) | Outplacement Fees ($) | Total ($) |
|---|---|---|---|---|---|
| Death or disability | 782,000 | 3,520,991 (1) | 9,257 | 12,500 | 4,324,748 |
| For cause or voluntary resignation | — | — | — | — | — |
| Good reason or without cause | 782,000 | 1,401,840 (2) | 9,257 | 12,500 | 2,205,597 |
| CIC period: death, disability, good reason, or without cause | 1,173,000 | 4,664,656 (3) | 9,257 | 18,750 | 5,865,663 |
(1) Death/disability equity vesting scenario; (2) Non-CIC termination; (3) CIC termination assumptions per proxy methodology .
Investment Implications
- Strong retention architecture: 40% of Vitale’s 2024 LTI was a one-time, three-year cliff RSU sign-on, plus PSUs that cliff after three years and options that vest over time with a 150% price hurdle; this design deliberately defers value realization and aligns pay with sustained shareholder returns .
- Limited near-term selling pressure: No options exercised or RSUs vested in 2024; unvested RSUs (120,087 total across two tranches) and PSUs (65,502 target) suggest vesting-driven liquidity events are back-end loaded over the 3-year horizon, mitigating immediate selling risk .
- Alignment safeguards: Prohibitions on hedging/pledging and a clawback policy, combined with stock ownership guidelines (2x salary with a 5-year phase-in), reinforce alignment and reduce governance risk; say-on-pay approval ~97% in 2024 underscores shareholder support for the compensation framework .
- Execution focus with measurable financial levers: Vitale’s bonus metrics (net sales, adjusted EBITDA, adjusted free cash flow, NPIs, enterprise objectives) paid slightly above target (102.1%), with FCF significantly outperforming, indicating operating discipline in cash generation—a key lever amidst integration and transformation mandates .