Item 1.01 Entry into a Material Definitive Agreement
On November 2, 2021, the Board of Directors of OrthoPediatrics Corp. (the
"Company") adopted amendments to its Non-Employee Director Compensation Policy
to be effective January 1, 2022. The changes will be to: (a) modify the annual
restricted stock grant from 1,400 shares to a number of shares equivalent to
$75,000 in value on the date of the annual shareholder meeting; (b) increase the
cash quarterly meeting fee from $9,375 per each quarterly Board meeting attended
to $18,750; (c) increase the annual fee for a person serving as chairperson of
the Board, the Compensation Committee or the Corporate Governance Committee from
$3,000 to $5,000; and (d) increase the annual fee for a person serving as
chairperson of the Audit Committee from $3,000 to $10,000. This summary is
qualified in its entirety by reference to the terms of the amended policy which
is filed herewith as Exhibit 10.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 3, 2021, Bernie Berry, III has retired from the Company's
Board of Directors after twelve years of service. The retirement was not as a
result of any disagreement with the Company. The Board has appointed David R.
Bailey, the Company's President and Chief Executive Officer, to fill the vacancy
caused by Mr. Berry's retirement to serve in the Class of Directors whose terms
expire at the annual shareholder meeting in 2024. Mr. Bailey has not been
appointed to serve on any committees of the Board.
Additional information relating to the background and business experience for
Mr. Bailey is set forth in the Company's Definitive Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on April 16, 2021, under
the heading "Executive Officer and Director Compensation," which information is
incorporated herein by reference. As an employee director, Mr. Bailey shall
receive no compensation, nor participate in the Non-Employee Director
Compensation Policy, for his services as a director. Mr. Bailey has not entered
into any material plan, contract or arrangement (including any amendments or
modifications thereto) in connection with his appointment as a director.
As part of Mr. Berry's retirement, the Board has agreed to grant to him an
additional 2,119 shares of common stock under the Company's 2017 Incentive Award
Plan and to accelerate the vesting of his remaining restricted stock grants.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
10.1 OrthoPediatrics Corp. Non-Employee Director Compensation Policy,
effective January 1, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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