Vickie L. Capps
Orthofix MedicalAbout Vickie L. Capps
Vickie L. Capps, age 63, joined the Orthofix Medical Inc. Board in March 2025 and is nominated for election at the June 18, 2025 Annual Meeting; she is independent under Nasdaq standards and designated by the Board as an audit committee financial expert . A CPA with a B.S. in business administration and accounting from San Diego State University, she previously served as CFO of DJO Global, Inc. (2002–2013) and has extensive board experience across public and private healthcare companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DJO Global, Inc. | Chief Financial Officer | 2002–2013 | Finance leadership in global orthopedics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amedisys, Inc. (public) | Director | Not disclosed | Audit Committee member |
| Janux Therapeutics, Inc. (public) | Director | Not disclosed | Audit Committee member |
| Enable Injections, Inc. (private) | Director | Not disclosed | Audit Committee member |
| Breg, Inc. (private) | Director | Not disclosed | Audit Committee member |
| Consonance Capital Partners | Senior Advisory Board | Not disclosed | Senior strategic oversight |
| San Diego State University Research Foundation | Director | Not disclosed | Board service |
Board Governance
- Independence: The Board determined Ms. Capps is independent under Nasdaq standards .
- Committee assignments at OFIX:
- Appointed June 18, 2025 to Audit & Finance Committee and Compensation & Talent Development Committee (effective immediately) .
- Designated by the Board as an “audit committee financial expert” .
- Attendance context: Board met 10 times in 2024; all directors met at least 75% attendance and average director attendance was 98% (Capps joined in 2025) .
- Executive sessions: Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2024 .
- Director since: March 2025 .
| Governance Attribute | Detail | Source |
|---|---|---|
| Independence | Independent under Nasdaq | |
| OFIX Committees | Audit & Finance; Compensation & Talent Development | |
| Financial Expert | Audit committee financial expert designation | |
| Board Meetings (2024) | 10 meetings; ≥75% attendance for all directors | |
| Avg. Attendance (2024) | 98% | |
| Executive Sessions | Quarterly independent director executive sessions | |
| Director Since | March 2025 |
Fixed Compensation
Orthofix’s non-employee director program in 2024 featured standardized retainers and fees:
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Annual cash retainer (non-Chair) | $75,000 | Cash; for Board and all committee memberships | |
| Committee Chair additional retainer | $15,000 | Cash; per standing committee chaired | |
| Chair of the Board retainer | $150,000 | Cash; Chair role (note: 2024 exception for interim CEO) |
Capps’ 2024 director compensation was not applicable (she joined the Board in March 2025):
| Year | Fees Earned (Cash) | DSUs Granted (#) | Options Granted (#) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | — | — |
Performance Compensation
Orthofix equity compensation for non-employee directors emphasizes shareholder alignment, time-based vesting, and deferred delivery:
| Equity Element | Grant Value (FMV) | Vesting/Terms | Performance Metrics | Source |
|---|---|---|---|---|
| Initial stock options (new directors) | ~$300,000 | Vests over four years; time-based | None (time-based) | |
| Annual deferred stock units (DSUs) | ~$195,000 | One-year time-vesting; delivery deferred until service ends | None (time-based) |
Notes:
- Annual DSUs include a higher amount for Chair of the Board .
- Directors cannot sell or settle DSUs until cessation of Board service .
Other Directorships & Interlocks
- Current boards: Amedisys (public), Janux Therapeutics (public), Enable Injections (private), Breg (private) — audit committee member at each .
- Additional affiliations: Senior Advisory Board at Consonance Capital Partners; San Diego State University Research Foundation board .
- Orthofix guidelines prohibit directors from serving on boards or owning significant interests in material competitors; advance notice required for additional boards .
- Related party transactions: No Capps-related transactions disclosed; 2024 related-party transaction involved former director Essig and Integra supply agreement (Audit & Finance Committee approved) .
Expertise & Qualifications
- CPA; deep finance and accounting expertise; extensive MedTech leadership experience .
- Audit committee financial expert designation by OFIX Board .
- Skill matrix indicates strengths in Finance/Accounting, Healthcare/MedTech, Corporate Governance/Legal, M&A, and Global Business .
Equity Ownership
| As of Record Date (April 21, 2025) | Beneficial Ownership (# shares) | Percent of Class | Notes |
|---|---|---|---|
| Vickie L. Capps | — (none reported) | * (<1%) | No DSUs/options outstanding at 12/31/2024 |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold equity equal to 5x annual cash retainer; 5-year phase-in; company reports all directors and executives are in compliance, subject to phase-in for recent appointments .
- Hedging/pledging prohibited: No hedging, short sales, options, swaps, or pledging/margin accounts for directors and executive officers .
Shares outstanding context:
- OFIX shares outstanding as of April 21, 2025: 39,180,306 .
Governance Assessment
- Committee leverage: Appointment to Audit & Finance and Compensation & Talent Development Committees signals targeted use of Capps’ finance/audit expertise and compensation oversight experience; audit committee financial expert designation strengthens committee effectiveness .
- Independence and policies: Strong independence framework, majority voting, robust ownership guidelines, clawback policy, and prohibition on hedging/pledging support investor alignment and mitigate governance risk .
- Attendance and engagement: Board met 10 times in 2024, independent executive sessions each quarter, and directors averaged 98% attendance; while Capps joined in 2025, the Board’s engagement cadence is high .
- Investor signals: 2024 say‑on‑pay passed with 97% support ; 2025 say‑on‑pay passed with 30,003,045 for, 610,731 against, 9,569 abstentions , reinforcing pay‑for‑performance credibility that intersects with Compensation Committee oversight.
- Conflicts and red flags: No Capps‑related party transactions disclosed; Section 16 reporting late filings in 2024 pertained to grants to other directors (Bazaar, Finegan, Kummeth), not Capps . Corporate policy bars service on competitor boards and prohibits hedging/pledging, reducing potential alignment risks .
Overall, Capps’ audit and compensation governance profile, independence, and external audit committee roles are consistent with strengthening OFIX’s board oversight of financial reporting and incentive design. No conflicts or attendance red flags are disclosed in available filings .