ORTHOFIX MEDICAL INC (OFIX)
Sector: Health Care
2026 Annual Meeting Analysis
ORTHOFIX MEDICAL INC · Meeting: June 10, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2023 (within 24 months exemption period does not apply as tenure exceeds 24 months, but 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp threshold to trigger a No vote); no overboarding, independence, or attendance concerns identified.
Director since June 2023 (rejoined); 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold; no overboarding, independence, or attendance concerns identified.
CEO and executive director since January 2024, which is within the 24-month new-director exemption window; TSR trigger does not apply; no other disqualifying flags identified.
Director since March 2025, well within the 24-month new-director exemption; TSR trigger does not apply; no overboarding, independence, or attendance concerns identified.
Director since 2023; 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold; no overboarding, independence, or attendance concerns identified.
Director since 2020; 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold; no overboarding, independence, or attendance concerns identified.
Director since January 2023 (appointed at merger close); 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold; no overboarding, independence, or attendance concerns identified.
Director since December 2023; 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold; no overboarding, independence, or attendance concerns identified.
Director since January 2023 (appointed at merger close); 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold; no overboarding, independence, or attendance concerns identified.
Director since 2016; 3-year TSR gap of -9.6pp vs. peer median does not meet the 20pp negative-TSR threshold for a negative absolute TSR environment; no overboarding, independence, or attendance concerns identified.
All ten director nominees pass the TSR trigger screen — OFIX's 3-year stock return of -38.6% trails the disclosed compensation peer group median by only 9.6 percentage points, which is below the 20pp threshold required to trigger a No vote when absolute TSR is negative. The proxy discloses 97% average attendance, full independence of all non-employee directors, no overboarding, and a robust skills matrix. All directors receive a FOR vote.
Say on Pay
✓ FORCEO
Massimo Calafiore
Total Comp
$7,310,039
Prior Support
98%%
CEO total compensation of $7,310,039 is within a reasonable range for a medical device company CEO at Orthofix's approximately $461M market cap, and the pay mix is strongly weighted toward variable pay — the proxy states 89% of the CEO's target direct compensation was performance-based or variable, comfortably exceeding the policy's 50-60% minimum threshold. The annual cash bonus paid out at only 47.7% of target because the company missed its net sales goal, demonstrating real pay-for-performance discipline. Governance features are strong: a meaningful clawback policy is in place, there are no excise tax gross-ups, stock ownership guidelines are robust, and the prior year's say-on-pay vote received 98% support with no concerns requiring a corrective response.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP (EY)
Tenure
N/A
Audit Fees
$3,116,039
Non-Audit Fees
$66,997
Non-audit fees (tax fees of $66,997) represent only about 2.2% of audit fees ($3,116,039), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of Orthofix's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. No material restatements were identified.
Overall Assessment
The 2026 Orthofix Medical annual meeting ballot presents four proposals: all ten director nominees receive FOR votes because the company's 3-year stock underperformance versus its peer group (-9.6pp) does not cross the 20pp trigger threshold, and no individual governance flags were identified; the Say on Pay vote is FOR because pay is strongly performance-linked with an actual below-target bonus payout in 2025 and robust governance features; and auditor EY is ratified FOR given negligible non-audit fees and no tenure or restatement concerns. The employee stock purchase plan amendment (Proposal 4) falls outside the current scope of the voting policy.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing