Max Reinhardt
Orthofix MedicalAbout Max Reinhardt
Max Reinhardt is President, Global Spine at Orthofix (joined June 10, 2024), with 30+ years in MedTech and pharma spanning senior roles at Johnson & Johnson (Worldwide President, DePuy Synthes Spine; achieved #2 market share), Pacira Biosciences, Steris, and Olympus. He holds an undergraduate diploma from Sparsholt College, Hampshire, U.K., and an M.Sc. from the University of Hull, U.K.; age 54 as of the latest proxy . Company performance metrics tied to his pay include company-wide net sales, adjusted EBITDA, adjusted free cash flow, relative TSR, and segment net sales; Orthofix delivered 2024 net sales of $799.5M (+7.1%) with adjusted EBITDA actual of $83.6M versus $88.2M target, and PSU awards are based on three-year relative TSR vs the S&P Healthcare Equipment Select Industry Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson (DePuy Synthes Spine) | Worldwide President | 2002–2019 | Achieved #2 market share in the competitive spine market |
| Johnson & Johnson | VP Marketing U.S. Orthopedics; Global Franchise Leader & Worldwide President (Joint Reconstruction, Sports Medicine, Power Tools) | 2002–2019 | Led global marketing and franchise strategy across orthopedics |
| Pacira Biosciences | Leadership roles | 2019–2024 | Advanced non-opioid pain management business |
| Steris; Olympus (Europe) | Senior leadership positions | Prior to 2002 | Built commercial/operational foundations in MedTech |
External Roles
No public company directorships or external board roles disclosed for Mr. Reinhardt .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual Base Salary ($) | $480,000 |
| Target Bonus (%) | 70% |
| Actual Bonus Paid ($) | $301,392 |
| Actual Salary Received ($) | $258,462 (partial-year) |
| All Other Compensation ($) | $429,146 |
| Total Compensation ($) | $2,783,328 |
Performance Compensation
| Metric | Weighting | Target | Actual | Achievement | Notes |
|---|---|---|---|---|---|
| Company-wide Net Sales (in $M) | 15% | 805.0 | 796.7 | 82.9% | Company metric; impacts all NEOs |
| Company-wide Adjusted EBITDA (in $M) | 30% | 88.2 | 83.6 | 82.4% | Excludes annual incentive expense |
| Company-wide Adjusted Free Cash Flow (in $M) | 25% | 14.6 | 21.7 | 150.0% | Non-GAAP per plan design |
| Global Spine Net Sales (in $M) | 15% | 461.5 | 441.8 | 0.0% | Segment-specific for Mr. Reinhardt |
| New Product Introductions (count) | 10% | 30 | 30 | 100.0% | Enterprise operational goal |
| Enterprise Community Service Objective | 5% | Minimum 1,750 hours | Met | 100.0% | Employee engagement metric |
| Weighted Percent Achievement | — | — | — | 89.7% | Yields actual bonus payout $301,392 |
Long-Term Incentive Structure (annual design for 2024 NEOs): 50% PSUs (3-year relative TSR), 25% time-based stock options, 25% RSUs; inducement packages for new hires in 2024 maintain heavy performance linkage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 4,800 shares; Percent of Class: * (less than 1%); baseline shares outstanding 39,180,306 as of Apr 21, 2025 |
| Outstanding Equity (12/31/2024) | Options: 33,103 (unexercisable, $13.02 strike, exp. 6/10/2031); 157,628 (unexercisable, $13.02 strike, exp. 6/10/2031). RSUs: 14,401 unvested (market value $194,125). PSUs: 28,802 target unearned (value $388,251) |
| Vested vs Unvested | No options were exercisable at 12/31/2024; RSUs/PSUs unvested/unearned per above |
| Vesting Schedules | RSUs: 1/3 on 6/10/2025, 6/10/2026, 6/10/2027 . Performance Options (33,103): service vests 1/3 on 6/10/2025 then quarterly; performance vests when 30-day average price ≥150% of grant price ($19.53) . Cliff Options (157,628): vest on 6/10/2027 . Options expire 7 years from grant (6/10/2031) . |
| Ownership Guidelines | Executives must hold equity worth 2x base salary; 5-year phase-in; subject to phase-in, all executive officers/directors are in compliance; hedging/pledging prohibited |
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | Company does not have employment agreements with executive officers (unless required by law) |
| Severance (non-CIC) | Cash severance 1.0x (salary + target bonus) + $12,500 outplacement; partial acceleration of time-based equity; COBRA reimbursements up to 12 months for non-CEO |
| Severance (CIC, double-trigger) | Cash severance 1.5x (salary + target bonus) + $18,750 outplacement; full acceleration of time-based equity; 36-month option exercise window post-separation (subject to option term); COBRA reimbursements up to 12 months for non-CEO |
| Potential Payments (Max Reinhardt, as of 12/31/2024, $17.46 share price) | Good reason/without cause: Severance $816,000; Stock-based rights $554,218; Welfare $29,101; Outplacement $12,500; Total $1,411,819 . CIC period: Severance $1,224,000; Stock-based rights $2,104,053; Welfare $29,101; Outplacement $18,750; Total $3,375,904 |
| Restrictive Covenants | Confidentiality, assignment of IP, non-competition, and non-solicitation covenants incorporated by reference into agreements |
| Clawback Policy | Mandatory recovery of excess incentive compensation for 3 completed fiscal years preceding a required restatement; applies to executive officers |
| Hedging/Pledging | Prohibited for directors and executive officers |
Performance Compensation – Long-Term Awards Detail
| Award Type | Grant Date | Units (Threshold/Target/Max) | Exercise/Base Price | Vesting | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs (Relative TSR) | 6/10/2024 | 14,401 / 28,802 / 57,604 | N/A | Earned on 3-year TSR vs S&P Healthcare Equipment Select Industry Index (0–200%; capped if absolute TSR negative) | N/A | 468,321 |
| RSUs (Time-based) | 6/10/2024 | 14,401 | N/A | 1/3 on 6/10/2025, 6/10/2026, 6/10/2027 | N/A | 187,501 |
| Performance Stock Options | 6/10/2024 | 33,103 | $13.02 | Service: 1/3 on 6/10/2025, then quarterly; Performance: 30-day avg price ≥150% of grant ($19.53) | 6/10/2031 | 198,508 |
| 3-Year Cliff Stock Options | 6/10/2024 | 157,628 | $13.02 | Vest on 6/10/2027 | 6/10/2031 | 939,999 |
Compensation Structure Analysis
- Equity-heavy mix with strong performance orientation: PSUs based on relative TSR and performance options requiring a 150% price hurdle ensure alignment with shareholder value creation; RSUs/time-based options provide retention balance .
- Annual bonus design includes downside: Segment underperformance in Global Spine zeroed out that metric for Mr. Reinhardt, driving a sub-target bonus (89.7% achievement) despite company FCF outperformance, reflecting strict pay-for-performance .
- Governance safeguards: Double-trigger CIC vesting, clawback policy, prohibition on hedging/pledging, and no excise tax gross-ups mitigate shareholder-unfriendly practices .
Risk Indicators & Red Flags
- Segment underperformance risk: Global Spine net sales fell short of target in 2024 (actual $441.8M vs target $461.5M), fully zeroing that metric and lowering overall bonus payout for Mr. Reinhardt .
- Limited direct share ownership: 4,800 shares beneficial ownership is less than 1% of shares outstanding; alignment is supported by equity awards and ownership guidelines but direct “skin in the game” is modest .
- Vesting-related supply risk: RSU tranches on 6/10/2025–2027 and option cliffs/service schedules could create sellable supply as awards vest, contingent on price hurdle for performance options .
Say-on-Pay & Peer Benchmarking
- Say-on-pay approval: ~97% support in 2024; at least 90% approval each of the last nine annual meetings, indicating strong investor support for compensation design .
- Peer group: Mercer utilized an 18-company med-tech peer set for 2024 benchmarking; Meridian engaged as consultant from Sept 2024 .
Expertise & Qualifications
- Deep MedTech leadership across spine, orthopedics, and enabling technologies; prior roles at J&J and Pacira emphasize commercial execution and portfolio leadership .
- Education: Sparsholt College (undergraduate diploma) and University of Hull (M.Sc.) .
Equity Ownership & Alignment (Detailed)
| Category | Quantity | Market/Value ($) | Exercisability/Status |
|---|---|---|---|
| Beneficial Shares | 4,800 | — | Current ownership (as of Apr 21, 2025); Percent of class: *; baseline 39,180,306 shares |
| Options (Exercisable) | 0 | — | None exercisable at 12/31/2024 |
| Options (Unexercisable) | 33,103 | — | $13.02 strike; service/performance vesting; exp. 6/10/2031 |
| Options (Unexercisable) | 157,628 | — | $13.02 strike; vest 6/10/2027; exp. 6/10/2031 |
| RSUs (Unvested) | 14,401 | 194,125 | 1/3 vest annually 2025–2027 |
| PSUs (Unearned) | 28,802 (target) | 388,251 | Earned on 3-year relative TSR; cliff vest at certification |
Investment Implications
- Alignment/risk balance: Compensation structure is performance-weighted (PSUs; price-hurdled options), with downside evidenced by 2024 segment miss and 89.7% payout; governance features (clawback, double-trigger CIC, ban on hedging/pledging) are investor-friendly .
- Near-term execution focus: Global Spine’s 2024 shortfall puts execution risk on Reinhardt’s segment; bonus design and PSU metrics keep pressure on revenues, EBITDA, FCF, and TSR delivery .
- Vesting-driven supply watch: RSU/option vesting milestones (6/10/2025–2027) could create selling pressure; performance options add price-contingent supply at ~$19.53 (150% of $13.02) sustained over 30 days .
- Retention economics moderate: Non-CIC severance (1.0x salary+target bonus) and CIC double-trigger (1.5x plus full equity acceleration) are competitive without gross-ups; quantified potential payments indicate meaningful but not excessive exit economics for Reinhardt .
Say-on-pay history (97% in 2024) and peer-driven design suggest investor acceptance, but segment results will be the driver of variable pay outcomes and thus trading signals tied to award vesting and PSU TSR realization .