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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 Orthofix Medical Inc. 10-K 12/31/23 120:20M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.65M
2: EX-10.16 Material Contract HTML 35K
3: EX-10.21 Material Contract HTML 36K
4: EX-21.1 Subsidiaries List HTML 44K
5: EX-23.1 Consent of Expert or Counsel HTML 39K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 53K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
11: R1 Document and Entity Information HTML 106K
12: R2 Consolidated Balance Sheets HTML 133K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
14: R4 Consolidated Statements of Operations and HTML 128K
Comprehensive Loss
15: R5 Consolidated Statements of Changes in HTML 82K
Shareholders' Equity
16: R6 Consolidated Statements of Cash Flows HTML 154K
17: R7 Business and basis of presentation HTML 61K
18: R8 Significant accounting policies HTML 63K
19: R9 Recently adopted accounting standards and recently HTML 66K
issued accounting pronouncements
20: R10 Mergers and Acquisitions HTML 223K
21: R11 Inventories HTML 53K
22: R12 Property, plant and equipment HTML 82K
23: R13 Intangible assets HTML 111K
24: R14 Goodwill HTML 100K
25: R15 Leases HTML 190K
26: R16 Other current liabilities HTML 61K
27: R17 Indebtedness HTML 93K
28: R18 Fair value measurements and investments HTML 285K
29: R19 Commitments and contingencies HTML 50K
30: R20 Shareholder's equity HTML 96K
31: R21 Revenue recognition and accounts receivable HTML 113K
32: R22 Business segment information HTML 293K
33: R23 Acquisition-Related Amortization and Remeasurement HTML 67K
34: R24 Share-based compensation HTML 221K
35: R25 Defined Contribution Plans and deferred HTML 49K
compensation
36: R26 Income taxes HTML 291K
37: R27 Earnings per share (Eps) HTML 64K
38: R28 Significant accounting policies (Policies) HTML 157K
39: R29 Significant accounting policies (Tables) HTML 49K
40: R30 Mergers and Acquisitions (Tables) HTML 223K
41: R31 Inventories (Tables) HTML 53K
42: R32 Property, plant and equipment (Tables) HTML 77K
43: R33 Intangible assets (Tables) HTML 109K
44: R34 Goodwill (Tables) HTML 97K
45: R35 Leases (Tables) HTML 192K
46: R36 Other current liabilities (Tables) HTML 60K
47: R37 Indebtedness (Tables) HTML 71K
48: R38 Fair value measurements and investments (Tables) HTML 279K
49: R39 Shareholders' equity (Tables) HTML 90K
50: R40 Revenue recognition and accounts receivable HTML 90K
(Tables)
51: R41 Business segment information (Tables) HTML 289K
52: R42 Acquisition-Related Amortization and Remeasurement HTML 60K
(Tables)
53: R43 Share-based compensation (Tables) HTML 188K
54: R44 Income taxes (Tables) HTML 282K
55: R45 Earnings per share (Eps) (Tables) HTML 59K
56: R46 Significant Accounting Policies - Additional HTML 52K
Information (Detail)
57: R47 Significant accounting policies - Schedule of HTML 37K
Supplemental Disclosure of Cash Flow Information
(Detail)
58: R48 Recently Adopted Accounting Standards and Recently HTML 102K
Issued Accounting Pronouncements - Additional
Information (Detail)
59: R49 Mergers and acquisitions - Additional Information HTML 69K
(Detail)
60: R50 Mergers and acquisitions - Schedule of Estimated HTML 47K
Fair Value of Consideration Associated with Merger
(Detail)
61: R51 Mergers and acquisitions - Summary of Fair Values HTML 123K
of Assets Acquired and Liabilities Assumed
(Detail)
62: R52 Mergers and acquisitions - Summary of Pro Forma HTML 39K
Financial Information (Details)
63: R53 Mergers and acquisitions - Summary of Integration HTML 49K
Costs Incurred (Details)
64: R54 Mergers and acquisitions - Summary of HTML 61K
Restructuring Costs (Details)
65: R55 Inventories - Schedule of Inventories (Detail) HTML 44K
66: R56 Property, Plant and Equipment - Schedule of Useful HTML 52K
Lives of the Assets (Detail)
67: R57 Property, Plant and Equipment - Additional HTML 44K
Information (Detail)
68: R58 Property, Plant and Equipment - Schedule of HTML 58K
Property, Plant and Equipment (Detail)
69: R59 Intangible Assets - Schedule of Intangible Assets HTML 62K
(Detail)
70: R60 Intangible Assets - Additional Information HTML 37K
(Detail)
71: R61 Intangible Assets - Schedule of Future HTML 55K
Amortization Expense (Detail)
72: R62 Goodwill - Additional Information (Detail) HTML 47K
73: R63 Goodwill - Schedule of Net Carrying Amount of HTML 60K
Goodwill (Detail)
74: R64 Leases - Summary of Lease Portfolio (Detail) HTML 75K
75: R65 Leases - Summary of Components of Lease Costs HTML 49K
(Detail)
76: R66 Leases - Summary of Supplemental Cash Flow HTML 48K
Information Related to Leases (Detail)
77: R67 Leases - Summary of Remaining Lease Liabilities HTML 84K
(Detail)
78: R68 Other Current Liabilities - Summary of Other HTML 51K
Current Liabilities (Detail)
79: R69 Indebtedness - Summary of Carrying Values of HTML 60K
Outstanding Debt Obligations (Details)
80: R70 Indebtedness- Additional Information (Detail) HTML 117K
81: R71 Fair Value Measurements and Investments - Schedule HTML 63K
of Financial Assets and Liabilities Recorded at
Fair Value on Recurring Basis (Detail)
82: R72 Fair Value Measurements and Investments - HTML 51K
Additional Information (Detail)
83: R73 Fair Value Measurements and Investments - Schedule HTML 50K
of Reconciliation of Carrying Value of Investments
in Equity Securities (Detail)
84: R74 Fair Value Measurements and Investments - Schedule HTML 57K
of Reconciliation For Contingent Consideration
Measured At Fair Value Using Significant
Unobservable Inputs (Level 3) (Detail)
85: R75 Fair Value Measurements and Investments - Schedule HTML 62K
of Valuation Methodology and Unobservable Inputs
for Level 3 Assets and Liabilities Measured at
Fair Value (Detail)
86: R76 Fair Value Measurements and Investments - Schedule HTML 43K
of Change in Valuation of Securities (Detail)
87: R77 Commitments and Contingencies - Additional HTML 45K
Information (Detail)
88: R78 Shareholders' Equity - Components of Changes in HTML 60K
Accumulated Other Comprehensive Income (Loss)
(Detail)
89: R79 Revenue Recognition and Accounts Receivable - HTML 43K
Schedule of Net Sales (Detail)
90: R80 Revenue Recognition and Accounts Receivable - HTML 73K
Additional Information (Detail)
91: R81 Revenue Recognition and Accounts Receivable - HTML 47K
Schedule of Allowance for Expected Credit Losses
(Detail)
92: R82 Revenue Recognition and Accounts Receivable - HTML 38K
Schedule of Changes In Contract Liability (Detail)
93: R83 Business Segment Information - Additional HTML 36K
Information (Detail)
94: R84 Business Segment Information - Schedule of Net HTML 52K
Sales by Major Product Category by Reporting
Segment (Detail)
95: R85 Business Segment Information - Summary of EBIDTA HTML 75K
by Reporting Segment (Detail)
96: R86 Business Segment Information - Schedule of HTML 45K
Depreciation and Amortization by Reporting Segment
(Detail)
97: R87 Business Segment Information - Summary of Net HTML 54K
Sales by Geographic Destination for Each Reporting
Segment (Detail)
98: R88 Business Segment Information - Summary of Net HTML 55K
Sales by Geographic Destination (Detail)
99: R89 Business Segment Information - Summary of HTML 46K
Property, Plant and Equipment of Reporting
Segments by Geographic Area (Detail)
100: R90 Acquisition-Related Amortization and Remeasurement HTML 49K
- Components of Acquisition-Related Amortization
and Remeasurement (Detail)
101: R91 Acquisition-Related Amortization and Remeasurement HTML 50K
- Additional Information (Details)
102: R92 Share-based Compensation - Additional Information HTML 148K
(Detail)
103: R93 Share-based Compensation - Schedule of Share-Based HTML 56K
Compensation by Line Item in Consolidated
Statements of Income (Detail)
104: R94 Share-based Compensation - Schedule of Assumptions HTML 49K
Used in Determining Fair Value of Stock Options
Granted (Detail)
105: R95 Share-based Compensation - Schedule of Stock HTML 81K
Option Plans (Detail)
106: R96 Share-based Compensation - Schedule of Changes in HTML 82K
Time-Based and Market-Based Restricted Stock
Awards and Stock Units (Detail)
107: R97 Defined Contribution Plans and Deferred HTML 68K
Compensation - Additional Information (Detail)
108: R98 Income Taxes - Schedule of Income (Loss) Before HTML 44K
Provision for Income Taxes (Detail)
109: R99 Income Taxes - Schedule of Provision for Income HTML 55K
Taxes (Detail)
110: R100 Income Taxes - Schedule of Effective Income Tax HTML 95K
Rate Reconciliation for Continuing Operations
(Detail)
111: R101 Income Taxes - Additional Information (Detail) HTML 75K
112: R102 Income Taxes - Schedule of Deferred Tax Assets and HTML 86K
Liabilities (Detail)
113: R103 Income Taxes - Schedule of Gross Unrecognized Tax HTML 45K
Benefits (Excluding Interest and Penalties)
(Detail)
114: R104 Earnings Per Share (EPS) - Schedule of HTML 41K
Reconciliation of Weighted Average Shares Used in
the Diluted EPS (Detail)
115: R105 Earnings Per Share (EPS) - Additional Information HTML 40K
(Detail)
117: XML IDEA XML File -- Filing Summary XML 233K
120: XML XBRL Instance -- ofix-20231231_htm XML 5.25M
116: EXCEL IDEA Workbook of Financial Report Info XLSX 247K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.01M
Linkbases Document -- ofix-20231231
118: JSON XBRL Instance as JSON Data -- MetaLinks 769± 1.27M
119: ZIP XBRL Zipped Folder -- 0000950170-24-025877-xbrl Zip 780K
| EX-97.1 |
Exhibit 97.1
Orthofix Medical Inc.
Incentive Compensation Recovery Policy
Introduction
Orthofix Medical, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (this “Policy”) to foster a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy with respect to executive compensation. This Policy is intended to comply with Section 10D of the Securities Exchange Act of 1934, as amended, the rules promulgated thereunder by the U.S. Securities and Exchange Commission and the listing rules of the Nasdaq Stock Market LLC (“Nasdaq”). This Policy shall apply to any Incentive Compensation (as defined below) received on or after October 2, 2023 and, with respect to any Incentive Compensation received after such date, amends and supersedes in its entirety the executive recoupment policy previously adopted by the Company in December 2012.
Statement of Policy
In the event that the Company is required to prepare an Accounting Restatement, except as otherwise set forth in this Policy, the Company shall recover, reasonably promptly, the Excess Incentive Compensation received by any Covered Executive during the Recoupment Period.
This Policy applies to all Incentive Compensation received during the Recoupment Period by a person (a) after beginning service as a Covered Executive, (b) who served as a Covered Executive at any time during the performance period for that Incentive Compensation and (c) while the Company has a class of securities listed on Nasdaq or another national securities exchange or association. This Policy may therefore apply to a Covered Executive even after that person that is no longer a Company employee or a Covered Executive at the time of recovery.
Incentive Compensation is deemed “received” for purposes of this Policy in the fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or issuance of such Incentive Compensation occurs after the end of that period. For example, if the performance target for an award is based on total stockholder return for the year ended December 31, 2023, the award will be deemed to have been received in 2023 even if paid in 2024.
Exceptions
The Company is not required to recover Excess Incentive Compensation pursuant to this Policy to the extent the Committee makes a determination that recovery would be impracticable for one of the following reasons (and the applicable procedural requirements are met):
1
Exhibit 97.1
Definitions
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, a restatement resulting solely from the retrospective application of a change in generally accepted accounting principles is not an Accounting Restatement.
“Board” shall mean the Board of Directors of the Company.
“Committee” shall mean the Compensation and Talent Development Committee of the Board.
“Covered Executive” shall mean the Company’s Chief Executive Officer, President, Chief Financial Officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function, any other officer who performs a policy-making function for the Company, any other person who performs similar policy-making functions for the Company, and any other employee who may from time to time be deemed subject to this Policy by the Committee.
“Excess Incentive Compensation” means the amount of Incentive Compensation received during the Recoupment Period by any Covered Executive that exceeds the amount of Incentive Compensation that otherwise would have been received by such Covered Executive if the determination of the Incentive Compensation to be received had been determined based on restated amounts in the Accounting Restatement and without regard to any taxes paid.
“Incentive Compensation” means any compensation (including cash and equity compensation) that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. For purposes of this definition, a “financial reporting measure” is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such measures, or (ii) the Company’s stock price and/or total shareholder return. A financial reporting measure need not be presented within the financial statements or included in a filing with the commission. Incentive Compensation subject to this Policy may be provided by the Company or subsidiaries or affiliates of the Company (“Company Affiliates”). For the avoidance of doubt, the following do not constitute Incentive Compensation: (v) salaries, (w) bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a financial reporting measure performance goal, (x) bonuses paid solely upon satisfying one or more subjective standards (e.g., demonstrated leadership) and/or completion of a specified employment period, (y) non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture), or operational measures (e.g., completion of a project, increase in market share), and (z) equity awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more nonfinancial reporting measures.
“Recoupment Period” means the three completed fiscal years preceding the Trigger Date, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years, provided that any transition period of nine months or more shall count as a full fiscal year.
2
Exhibit 97.1
“Trigger Date” means the earlier to occur of: (a) the date the Board of Directors, the Audit and Finance Committee (or such other Committee of the Board as may be authorized to make such a conclusion), or the officer or officers of the Company authorized to take such action if action by the Board of Directors is not required concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement; in the case of both (a) and (b) regardless of if or when restated financial statements are filed.
Administration
This Policy is intended to comply with Nasdaq Listing Rule 5608, Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 10D-1(b)(1) as promulgated under the Act, and shall be interpreted in a manner consistent with those requirements. The Committee has full authority to interpret and administer this Policy. The Committee’s determinations under this Policy shall be final and binding on all persons, need not be uniform with respect to each individual covered by the Policy, and shall be given the maximum deference permitted by law.
The Committee has the authority to determine the appropriate means of recovering Excess Incentive Compensation based on the particular facts and circumstances, which could include, but is not limited to, seeking direct reimbursement, forfeiture of awards, offsets against other payments, and forfeiture of deferred compensation (subject to compliance with Section 409A of the Internal Revenue Code).
Subject to any limitations under applicable law, the Committee may authorize any officer or employee of the Company to take actions necessary or appropriate to carry out the purpose and intent of this Policy, provided that no such authorization shall relate to any recovery under this Policy that involves such officer or employee.
If the Committee cannot determine the amount of excess Incentive Compensation received by a Covered Executive directly from the information in the Accounting Restatement, such as in the case of Incentive Compensation tied to stock price or total stockholder return, then it shall make its determination based on its reasonable estimate of the effect of the Accounting Restatement and shall maintain documentation of such determination, including for purposes of providing such documentation to Nasdaq.
Except where an action is required by Nasdaq Listing Rule 5608, Section 10D of the Act or Rule 10D-1(b)(1) promulgated under the Act to be determined in a different matter, the Board may act to have the independent directors of the Board administer this policy in place of the Committee.
No Indemnification or Advancement of Legal Fees
Notwithstanding the terms of any indemnification agreement, insurance policy, contractual arrangement, the governing documents of the Company or other document or arrangement, the Company shall not indemnify any Covered Executive against, provide advancement of expenses for or pay the premiums for any insurance policy to cover, any amounts recovered under this Policy or any expenses that a Covered Executive incurs in opposing Company efforts to recoup amounts pursuant to the Policy.
Non-Exclusive Remedy; Successors
Recovery of Incentive Compensation pursuant to this Policy shall not in any way limit or affect the rights of the Company to pursue disciplinary, legal, or other action or pursue any other remedies available to it. This Policy shall be in addition to, and is not intended to limit, any rights of the Company to recover Incentive Compensation from Covered Executives under any legal remedy available to the Company and applicable laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002, as amended, or pursuant to the terms of any other
3
Exhibit 97.1
Company policy, employment agreement, equity award agreement, or similar agreement with a Covered Executive.
This Policy shall be binding and enforceable against all Covered Executives and their successors, beneficiaries, heirs, executors, administrators, or other legal representatives.
Amendment
This Policy may be amended from time to time by the Committee or the Board.
Governing Law; Dispute Resolution
To the extent not preempted by U.S. federal law, with respect to any Covered Executive subject to this Policy, this Policy will be governed by, construed, interpreted, and its validity determined under the laws of the state in which the applicable Covered Executive resides (the “Governing Law State”), as applied to agreements entered into and to be fully performed by residents of such Governing Law State. Such law of the Governing Law State shall govern regardless of the forum in which a dispute may be adjudicated. Subject to the following paragraph, all actions or proceedings for injunctive relief arising out of this Policy with respect to any Covered Executive shall exclusively be heard and determined in state or federal courts in the Governing Law State having appropriate jurisdiction. The Company and each Covered Executive expressly consent to the exclusive jurisdiction of such courts in any such action or proceeding and waive any objection to venue therein and any defense of forum non conveniens.
The Company and each Covered Executive hereby incorporate by reference into this Policy that certain Dispute Resolution Agreement previously entered into by the Company (or one of its current direct or indirect subsidiaries) and such Covered Executive, as such agreement may be amended from time-to-time (the “Dispute Resolution Agreement”), and agree that any and all disputes arising under this Policy are subject to and governed by the Dispute Resolution Agreement; provided, however, that Company and each Covered Executive reserve the right to seek temporary or preliminary injunctive relief in court, in which case such parties agree that such injunctive relief shall be granted in court to preserve the status quo pending a resolution on the merits in arbitration. Each Covered Executive agrees that in connection with any application for injunctive relief, discovery shall be conducted on an expedited basis. Each Covered Executive further agrees that, in any proceeding alleging application of this Policy, the Company shall have the right to conduct forensic examinations of any computers and/or electronic devices in the Covered Executive’s possession or control, if the Company reasonably believes such devices contain Confidential Information (as defined in the Dispute Resolution Agreement).
Approved and Adopted by the Committee on December 1, 2023
4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/5/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | 8-K | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Orthofix Medical Inc. S-8 4/16/24 8:699K Donnelley … Solutions/FA 3/15/24 Orthofix Medical Inc. S-8 3/15/24 9:765K Donnelley … Solutions/FA |