Michael E. Paolucci
Orthofix MedicalAbout Michael E. Paolucci
Independent director of Orthofix Medical Inc. since 2016; age 65; B.A. from The Ohio State University. A seasoned human resources executive with 20+ years working alongside boards and C-suites in medtech and biopharma, including Chief People/HR roles at Mirati Therapeutics, Arena Pharmaceuticals, Halozyme, CareFusion, NuVasive, Life Technologies, Hewlett Packard/EDS, and Towers Perrin . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mirati Therapeutics | EVP, Chief People Officer | Prior to Mirati’s merger with Bristol Myers Squibb | Senior HR leadership in oncology biotech |
| Arena Pharmaceuticals | EVP, Chief Human Resources Officer | 2021–March 2022 (until acquisition by Pfizer) | Led HR at public biopharma through M&A |
| Halozyme Therapeutics | VP/Chief HR Officer | Not disclosed | Senior HR leadership in biopharma |
| CareFusion | EVP, Chief Human Resource Officer | Not disclosed | HR leadership at medical device company |
| NuVasive | EVP, Human Resources | Not disclosed | HR leadership in spine medtech |
| Life Technologies | HR leadership | ~5 years | Various HR leadership roles |
| Hewlett Packard (Services Division) | Head of Human Resources | Not disclosed | Global HR scope |
| EDS (acquired by HP) | HR leadership | Not disclosed | HR leadership roles |
| Towers Perrin | Partner | Not disclosed | HR consulting leadership |
External Roles
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships disclosed for Paolucci |
Corporate Governance Guidelines require directors to pre-clear service on other boards and prohibit serving on boards of material competitors .
Board Governance
- Committee memberships: Compensation and Talent Development Committee (member); Nominating, Governance & Sustainability Committee (member). No chair roles disclosed for Paolucci .
- Independence: Determined independent under Nasdaq listing standards .
- Attendance and engagement: Board met 10 times in 2024; every director attended ≥75% of Board/committee meetings; independent directors held executive sessions at every regularly scheduled quarterly Board meeting; average director attendance was 98% .
- Committee activity cadence in 2024: Audit & Finance (5x), Compensation & Talent Development (9x), Nominating, Governance & Sustainability (5x), Compliance & Ethics (4x) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Talent Development | Member | 9 |
| Nominating, Governance & Sustainability | Member | 5 |
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $75,000; committee chairs +$15,000; Chair of the Board typically $150,000 (2024 exception noted for interim CEO period); annual DSU grant $195,000 grant-date fair value; initial stock options ($300,000) for new directors vesting over 4 years; DSUs settle only upon cessation of service .
| Component (2024) | Amount/Detail | Source |
|---|---|---|
| Fees Earned (Cash) | $96,912 | |
| DSU Shares Granted | 15,152 | |
| DSU Grant Date Fair Value | $195,006 | |
| Option Awards (2024 grants) | None disclosed for Paolucci |
Performance Compensation
- Directors receive time-vested DSUs; no performance-based metrics disclosed for director equity. Annual DSUs vest on the earlier of June 30, 2025 or the Annual Meeting date; settlement deferred until end of Board service .
| Award Type | Vesting Condition | Shares/Value | Source |
|---|---|---|---|
| DSUs (Annual) | Time-vest; earlier of June 30, 2025 or Annual Meeting; settle at end of service | 15,152 ($195,006) | |
| Stock Options (legacy outstanding) | Not a 2024 grant; options outstanding (see Ownership) | — |
Other Directorships & Interlocks
- Interlocks: No compensation committee interlocks or insider participation; no interlocking relationships existed during 2024 .
Expertise & Qualifications
- Skills matrix: Senior Executive Leadership; Healthcare/MedTech; Global Business; Corporate Governance/Legal; M&A; HR/Compensation .
- Biography emphasizes extensive HR, compensation, and public company governance experience in medtech/biopharma .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 98,107 | Less than 1% of shares outstanding |
| Directly Owned Shares | 13,407 | As of April 21, 2025 |
| Deferred Stock Units (vested or potentially issuable within 60 days) | 54,700 | As of April 21, 2025 |
| Stock Options (exercisable within 60 days) | 30,000 | As of April 21, 2025 |
| Shares Outstanding (for % context) | 39,180,306 | Record date April 21, 2025 |
| Director Stock Ownership Guidelines | 5x annual cash retainer; directors are in compliance (subject to phase-ins) | Qualifying equity includes common stock, unvested time-based RSUs/DSUs; options excluded |
Director-specific outstanding instruments at 12/31/24: 30,000 options; 54,700 DSUs . Hedging and pledging of Company stock is prohibited for directors .
Governance Assessment
- Positive signals:
- Independent director with deep HR/compensation expertise relevant to Compensation Committee oversight .
- High Board engagement: 10 meetings in 2024; average attendance 98%; executive sessions each quarterly meeting .
- Strong governance frameworks: majority voting in uncontested elections; clawback policy; robust stock ownership guidelines; hedging/pledging prohibitions; no poison pill; separation of Chair and CEO .
- Shareholder support: 97% “say-on-pay” approval in 2024 (9 consecutive years ≥90%) .
- No compensation committee interlocks or related-party transactions involving Paolucci disclosed .
- Potential watch items:
- Concentrated shareholder base with multiple ≥5% holders (activist presence could pressure governance/comp aspects), though not a Paolucci-specific issue .
- Director fees vary across members due to roles/timing; Paolucci not a committee chair, so monitoring alignment continues via DSU deferral and ownership guidelines .
Insider Filings
| Item | Paolucci Status | Source |
|---|---|---|
| Section 16(a) filings timely in 2024 | Yes (late filings noted for others: Bazaar, Finegan, Kummeth) |
Voting policy, meeting attendance, and director attendance expectations reaffirmed; all directors are expected to attend Annual Meeting .
Related Party / Conflicts
- Related party transactions: None disclosed involving Paolucci; Audit & Finance Committee reviews/approves related-person transactions >$120,000 .
- Conflict policies: Directors must pre-clear other board service and cannot sit on boards of material competitors; Corporate Code of Conduct and Insider Trading Policy enforced; hedging/pledging prohibited .
Director Compensation Mix and Alignment
| Component | 2024 Amount | Alignment Notes |
|---|---|---|
| Cash Fees | $96,912 | Fixed retainer; no meeting fees; committee chairs receive additional retainer (Paolucci not a chair) |
| Equity (DSUs) | $195,006 (15,152 shares) | Time-vested; settlement deferred until end of Board service; aligns with long-term shareholder value |
| Options (Outstanding) | 30,000 | Legacy options outstanding as of 12/31/24; reinforces equity alignment |
Ownership guidelines require 5x annual retainer for directors; all directors in compliance (subject to phase-ins) . Prohibition on hedging/pledging strengthens alignment .