ALPHATEC HOLDNGS INC (ATEC)
Sector: Health Care
2026 Annual Meeting Analysis
ALPHATEC HOLDNGS INC · Meeting: June 10, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Berkowitz has served since 2005 and brings deep healthcare private equity expertise; ATEC's 3-year stock return of -37.8% trails the peer group median by only +0.8 percentage points (ATEC actually outperforms slightly), well below the 20-point trigger threshold for a negative absolute TSR situation, and no overboarding, attendance, or independence concerns are present.
Blackford has served since October 2017 and is a sitting CEO of iRhythm Technologies; he holds one outside public board seat (ATEC), which is within the policy limit of two for a sitting CEO, and the TSR trigger does not fire given ATEC's peer-relative performance is within threshold.
Demski joined in October 2023, which is within the 24-month new-director exemption window relative to the 2026 meeting date, so the TSR trigger does not apply; he brings extensive spine and medical device operating experience as former CEO of Globus Medical.
McGinnis has served since June 2019, is a CPA with deep public-company finance experience, chairs the Audit and Compensation Committees, met the 75% attendance threshold, and the TSR trigger does not fire given ATEC's peer-relative performance is within threshold.
Miles serves as CEO and Chairman and is subject to the same TSR trigger as other directors; ATEC's 3-year return of -37.8% trails the peer group median by only +0.8 percentage points (ATEC slightly outperforms), well below the 20-point trigger threshold, so no TSR-based against vote is warranted.
Pelizzon has served since June 2020 and brings investment and orthopedics industry expertise; the TSR trigger does not fire, no overboarding concerns exist, and attendance meets the 75% threshold.
Valentine was elected as a director in July 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings over 30 years of spine and orthopedics industry leadership experience.
All seven director nominees pass the policy screens: ATEC's 3-year stock return of -37.8% actually slightly outperforms the compensation peer group median of -38.6% by 0.8 percentage points, which is well below the 20-point underperformance threshold applicable when absolute TSR is negative. No directors are overboarded, attendance requirements are met, independence designations appear appropriate, and no familial relationships with management are disclosed.
Say on Pay
✓ FORCEO
Patrick S. Miles
Total Comp
$10,260,507
Prior Support
93%%
The CEO's total compensation of $10.26 million is reasonable for the head of a $1.4 billion medical device company with 25% revenue growth and a strong 2025 operating performance, and the prior year Say on Pay vote received 93% shareholder support signaling broad acceptance of the pay program. The compensation structure is appropriately variable-heavy — equity awards and performance bonuses together represent the majority of total pay, with base salary of $762,000 representing less than 40% of total compensation, and the performance-based stock awards were tied to measurable revenue and adjusted EBITDA targets that were rigorously set and genuinely achieved at 179% of target. On pay-for-performance alignment, while the 3-year stock price has declined, ATEC's total shareholder return over three years actually outperforms the peer group median by 0.8 percentage points, meaning shareholders fared comparably to peers and above-benchmark incentive pay is therefore justified; the company also has a meaningful clawback policy compliant with SEC Rule 10D-1.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,608,126
Non-Audit Fees
$224,539
Non-audit fees (tax fees of $222,644 plus audit-related fees of $1,895, totaling approximately $224,539) represent about 14% of core audit fees of $1,608,126, which is well below the 50% threshold that would trigger a concern about auditor independence; Deloitte is a Big 4 firm appropriate for a $1.4 billion market cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are noted.
Overall Assessment
The 2026 ATEC annual meeting presents a straightforward ballot: all seven director nominees pass the TSR and governance screens, the auditor ratification is clean with a low non-audit fee ratio and a Big 4 firm, and the Say on Pay program merits support given strong 2025 operating results, majority-variable pay structure, and 93% prior-year shareholder approval. The two equity plan proposals (Proposals 3 and 4) fall outside the scope of the current voting policy and are noted but not evaluated.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing