OrthoPediatrics Corporation
08/11/2025 | Press release | Distributed by Public on 08/11/2025 13:35
Management Change/Compensation (Form 8-K)
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 7, 2025, the Board of Directors (the "Board") of OrthoPediatrics Corp. (the "Company") accepted the resignation of Terry Schlotterback as a member of the Board due to his retirement, which became effective August 8, 2025. Mr. Schlotterback's resignation was not a result of any disagreement with the Company.
Also, effective August 8, 2025, the Board appointed Kelly Fischer to fill the vacancy caused by Mr. Schlotterback's departure and to serve in the class of directors whose terms expire at the annual stockholder meeting in 2026. Ms. Fischer has also been appointed to serve on the Board's Audit Committee and Compensation Committee.
Ms. Fischer is currently Senior Vice President and Chief Financial Officer of Cook Medical, where she has been employed since 2003.
For her service as a director, Ms. Fischer will be entitled to receive her pro rata portion of the 2025 Award as more fully described in the Company's Non-Employee Director Compensation Policy included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 8, 2025, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Ms. Fischer has not entered into any material plan, contract, or arrangement in connection with her appointment as a director. Further, Ms. Fischer is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.
As part of Mr. Schlotterback's retirement, the Board has agreed to permit the remaining 10,900 unvested shares of restricted stock previously granted to him to remain outstanding and continue to vest on their respective schedules as though Mr. Schlotterback remained a director following his retirement.
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