OrthoPediatrics (KIDS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, with key proposals including director elections, executive compensation approval, an amendment to the 2024 Incentive Award Plan, and auditor appointment.

• Proxy materials are delivered electronically to conserve resources and reduce costs.

• The record date for voting is April 6, 2026, with 25,686,214 shares outstanding.

Voting matters and shareholder proposals

• Four directors are up for election to serve until the 2029 annual meeting.

• Advisory votes are sought on executive compensation and the appointment of Deloitte & Touche LLP as auditor for 2026.

• Approval is requested for an amendment to the 2024 Incentive Award Plan, increasing authorized shares by 2,050,000.

• Shareholders may submit proposals for the 2027 annual meeting by December 25, 2026.

Board of directors and corporate governance

• The board consists of 11 directors, divided into three classes, with a mix of independent and Squadron-appointed members.

• Board leadership is separated between the CEO and Chairman, with a Lead Independent Director role to reinforce independence.

• Three standing committees: Audit, Compensation, and Corporate Governance, all composed of independent directors.

• Corporate governance guidelines emphasize director independence, ongoing education, and diversity of skills and backgrounds.