Olshan Obtains $24.5 Million for Clients Keith Valentine, John Bostjancic and Patrick Keran

NEW YORK, September 22, 2026 – Olshan Frome Wolosky LLP is pleased to announce that its clients Keith Valentine, John Bostjancic and Patrick Keran, the former Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, respectively, of publicly traded Orthofix Medical Inc. (Nasdaq:  OFIX), have won and/or obtained $24.5 million in damages in connection with Orthofix’s improper for cause terminations of their employment in September 2023.

Olshan achieved this result by prevailing entirely on Mr. Valentine’s breach of contract claim in his arbitration arising from his September 11, 2023, termination and obtaining subsequent favorable resolutions for Messrs. Bostjancic and Keran, resulting in payment of the full value for their breach of contract claims, with interest and attorneys’ fees.

A trial team of Kyle Bisceglie, Peter Sartorius, and Daniel Lutfy represented Messrs. Valentine, Bostjancic, and Keran. Olshan worked with California co-counsel, William A. “Buz” White of Hill Farrer & Burrill. Orthofix was represented by Quinn Emanuel.

Olshan continues to represent Mr. Keran in his defamation claims pending in California state court, where Mr. Keran seeks to hold accountable for lost earnings and the harm he has suffered the individual Orthofix Board members who refused to consent to arbitration and played a responsible part in publishing defamatory statements regarding his termination.

Background

Messrs, Valentine, Bostjancic and Keran joined Orthofix on January 5, 2023, after Orthofix acquired SeaSpine, the public company they had successfully built and led since 2015. Although Orthofix was the larger company, post-acquisition leadership came from SeaSpine, including Messrs. Valentine, Mr. Bostjancic and Mr. Keran.  After the acquisition and in response to “business concerns” surreptitiously raised by a legacy Orthofix executive, Kevin J. Kenny, to the legacy Orthofix Board member serving as Board chair, Catherine Burzik, Orthofix launched an internal investigation, which ultimately included the collection of thousands of text messages from the executives’ personal phones. 

The case centered on 23 colorful, irreverent text exchanges sent exclusively and privately only among the three executives, including bawdy pre-acquisition comments about Ms. Burzik. Although nearly all of the texts predated the executives’ employment at Orthofix and the effective date of their employment contracts, the Orthofix Board, which included at least two lawyers, Jason M. Hannon and John (“Jack”) B. Henneman III, unanimously voted that the private text messages constituted “cause” for termination under the executives’ employment contracts as “material acts” of “moral turpitude” and terminated their employment for cause starting on September 11, 2023.  On September 12, 2023, the day the three executives’ terminations were publicly announced, Orthofix’s stock price dropped 30% from its prior day close of $18.63, wiping out approximately $206.0 million in stock value. Orthofix reported that Mr. Kenny was exited from the Company a few months later.

Outcome

The arbitrator granted Mr. Valentine summary judgment on his breach of contract claim and damages after a five-day hearing held in San Diego. In his Final Award dated June 24, 2026, the arbitrator found, as a matter of law, that “[i]t was clear” there was no such cause and awarded Mr. Valentine full damages with interest plus his attorneys’ fees, all paid in cash.

In his arbitration, Mr. Valentine prevailed in showing it was improper to terminate him for cause based on his texts and there was no other conduct, improper or otherwise, that would justify cause.  Inclusive of damages, attorneys’ fees and interest, Mr. Valentine was awarded more than $16.0 million in cash as a result.  Because Orthofix breached his contract, the arbitrator awarded the cash value of the equity component of Mr. Valentine’s contract as of the date of his termination prior to the 30% drop in Orthofix stock or any other subsequent stock declines that would have substantially reduced the payment due Mr. Valentine.  Thereafter, the Company agreed to and paid Messrs. Bostjancic and Keran the full cash value of their contract severance valued as of the dates of their termination with interest plus attorneys’ fees.

Mr. Bisceglie, an Olshan partner and lead counsel for Messrs. Valentine, Bostjancic and Keran, stated:

“The arbitrator determined, as a matter of law, that Orthofix acted improperly in firing Mr. Valentine for cause based solely on text messages that were sent exclusively amongst the three executives on their personal phones largely before they became Orthofix employees. At no point was any evidence introduced of inappropriate conduct or harassing behavior witnessed by or affecting any third-party in the actual physical workplace.  Messrs. Valentine, Bostjancic and Keran led SeaSpine for eight years prior to the Orthofix acquisition without any incident reported or otherwise. The reality was they were popular and well-regarded in the workplace and industry. There were only these text messages exchanged between long-time friends and colleagues. In many cases, people can say and type things in private, particularly with confidants, that have no real-world implications. 

The case is significant in several respects.  There was little legal or other precedent to invoke a so-called “moral turpitude clause” based on private communications bereft of outward workplace conduct that actually impacted others in any tangible way.  We argued it was an extraordinarily aggressive and punitive legal position for the Company to take in these circumstances. 

It raises the question: what was the value to shareholders and employees of firing the entire C-suite when no one was contemporaneously aware of these messages when they were sent?  We noted, that if the Board had been concerned about the executives’ personal communication styles, there were many ways to address it privately, discreetly, and effectively without the tremendous ensuing collateral damage to these clients, employees and shareholders as measured by the 30% drop in Company stock value and the costly litigation that predictably ensued and could have been spared. I was surprised that the Board never met or discussed these texts or their context with our clients before acting, given the discrete nature of the texts and our clients’ importance to the Company as a management thesis for the acquisition.”

The Company has publicly disclosed the substantial costs to the Company that followed the terminations:

• Orthofix reported on its 2023 Form 10-K (filed March 5, 2024) spending $10 million on the internal investigation that resulted in the executives’ terminations and “other resulting activities”.
• Orthofix reported on its 2025 Form 10-K (filed February 24, 2026) spending an additional $17.6 million in 2025 on “certain legal matters,” including arbitration proceedings with the former executives and related securities class action and shareholder derivative complaints.
• Orthofix reported on its 2026 Form 10-Q (filed August 5, 2026) paying an aggregate of $24.4 million in breach of contract damages, interest and attorneys’ fees to Messrs. Valentine, Bostjancic and Keran.
• Orthofix reported defending multiple class action and derivative complaints filed by shareholders as a result of the drop in Company stock value on the date the terminations were announced but “cannot reasonably estimate a possible loss, or range of loss, that may arise from the respective complaints”.
• Orthofix’s stock recently closed at $8.64, a 54% decline in share price from the day before Messrs. Valentine, Bostjancic and Keran were terminated three years ago.

Mr. Valentine stated: “I am pleased that after several years, and at great professional and personal pain and expense, we prevailed on my breach of contract claim. Orthofix repeatedly stated that its decision to terminate me, John and Pat for cause was “unanimous.” It now has been determined that the Orthofix Board was unanimously wrong and unanimously breached my employment contract. John and Pat were exceptionally capable, solutions-oriented and beloved executives. After our dismissals, we collectively received hundreds of calls and messages in support from the employees, distributors and surgeons with whom we had worked for almost a decade. I continue to believe that the Orthofix Board was wrong to prioritize personal sensitivities and animus about our private texts over the Company's long-term value.”

Mr. Valentine added: “My thanks and love for the trust and confidence that the great team at Intrinsic has shown, the support from former colleagues, Pat Miles, the Boards of Alphatec, Regentis and LocateBio, the care and outreach from the people that have been part of my teams for over 3 decades, my family who stood strong with me — actually propped me back up — and my close friends who never doubted me and my commitment and pride in being a small part of the pursuit of great patient care and innovative technology.”

Reflecting on the outcome, Mr. Bostjancic remarked “I dutifully served as a public company CFO for nearly 10 years, working hard to drive shareholder value. I am happy to obtain this small measure of vindication, both from the arbitrator’s finding that we were improperly terminated and obtaining the full cash-value of my severance with interest and attorneys’ fees. This resolution allows me to focus on spending time with my family and friends.”

About Olshan

Olshan Frome Wolosky LLP, a law firm based in New York, represents clients in their most significant, high-stakes litigation, transactions, problems and opportunities. Olshan's clients range from public companies, hedge, venture capital, private equity and other investment funds to entrepreneurs, high net worth individuals and private companies worldwide. Clients choose Olshan for undaunted, dedicated and formidable advocacy in complex business, commercial, corporate, securities, employment and bankruptcy litigation as well as innovative strategies and sophisticated, game-changing advice in corporate securities law, equity investment and shareholder activism, real estate, intellectual property, creditors' rights, and advertising. Olshan attorneys and practice areas have gained recognition by Chambers USA, Best Lawyers in America, Super Lawyers, Legal 500 US and Martindale-Hubbell. Since its founding, Olshan has offered an alternative to the Big Law business model with responsive, independent, client-focused and high-value legal counsel provided by the firm's seasoned lawyers. Visit: www.olshanlaw.com.