DEF 14A of CONMED Corp, Apr 7, 2026

DEF 14A of CONMED Corp

Filed Apr 7, 2026 · FY20250000816956-26-000047

Open on EDGAR

  1. Table of Contents

    | Proxy Summary | 1 | Non-Employee Director Compensation | 23 | | Proposal One: Election of Directors | 6 | Executive Officers | 26 | | Director Nominees | 7 | Proposal Two: Say on Pay | 29 | | Director Independence | 10 | Compensation Discussion and Analysis | 30 | | Skills Matrix | 11 | Compensation Committee Report | 47 | | Director Availability and Other Public Company Board Service | 12 | NEO Compensation Tables | 48 | | | | Security Ownership of Certain Beneficial Owners and Management | 62 | | Board Refreshment and Term Limits | 13 | | | | Corporate Governance | 14 | Proposal Three: Ratification of the Appointment of PwC for 2026 | 64 | | Leadership Structure | 14 | | | | | | Other Audit Committee Disclosures | 65 | | Meetings of the Board | 14 | | | | | | Audit Committee Report | 65 | | Board Committees | 14 | | | | | | Additional Information | 67 | | Oversight of Operations and Strategy | 18 | | | | | | Appendix A - Non-GAAP Financial Measures | A-1 | | Oversight of Risk | 18 | | | | Key Corporate Governance Policies and Practices | 20 | | | | Communications with the Board | 22 | | |

  2. Proposal One: Election of Directors

    Proposal One: Election of Directors The Board unanimously recommends a vote “FOR” each of the director nominees set forth below. See Pages 6 to 13.

  3. Proposal One: Election of Directors

    | | | | | | | Board Committees as of March 24, 2026* | | | | | | Name | | Age | Director Since | Principal Occupations (Current and Former) | AC | CC | CGNC | SC | | | Non-Independent | | | | | | | | | | | | Patrick J. Beyer | 60 | 2025 | •President and CEO and Director of the Company (NYSE: CNMD) since 2025. •Former positions held with the Company since 2014 include Chief Operating Officer, President of International and Global Orthopedics, and President of CONMED International. | | | | | | | Independent | | | | | | | | | | | | David Bronson | 72 | 2015 | •Former Executive VP and CFO of PSS World Medical from 2002 - 2013. •Former CFO of Digineer and VWR Scientific Products. | • | | • | | | | | | | | | FE | | | | | | | LaVerne H. Council, Chair of the Board | 64 | 2019 | •CEO of Emerald One since 2019. •Former National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton. •Formerly served in various executive and other positions for MITRE Corporation, United States Department of Veterans Affairs, Council Advisory Services, Johnson & Johnson (NYSE: JNJ) and Dell (NYSE: DELL). | | • | C | | | | | Charles M. Farkas | 74 | 2014 | •Former executive at Bain & Company (1979 - 2026), including most recently as Senior Partner. •45+ years working in healthcare and medical technology. | | | • | C | | | | Mark Kaye | 46 | 2025 | •Executive VP and CFO of Elevance Health (NYSE: ELV), Since 2023 (including Executive VP, CFO and President of Carelon since 2026) •Formerly served in various executive and finance positions for Moody’s (NYSE: MCO), Massachusetts Mutual Life Insurance Company, Voya Financial (NYSE: VOYA), ING U.S. and ING Groep, N.V. (NYSE: ING) and Credit Suisse First Boston. | • | | | • | | | | | | | | FE | | | | | | | Kim Kelderman | 58 | 2025 | •President and CEO and Director at Bio-Techne (Nasdaq: TECH) since 2024. Previously served as Chief Operating Officer and President of Diagnostics and Genomics. •Formerly served in various senior leadership roles at Thermo Fisher Scientific (NYSE: TMO) and Becton, Dickinson and Co. (NYSE: BDX). | | | • | • | | | | Barbara J. Schwarzentraub | 60 | 2019 | •Formerly served in various senior leadership and finance roles at Caterpillar (NYSE: CAT) from 1990 to 2020, including Director and Divisional CFO for the Global Information Services Division and Director of Global Component Manufacturing and Supply Chain. | C | • | | | | | | | | | | FE | | | |

  4. Proposal One: Election of Directors

    | C | Chair | AC | Audit Committee | CGNC | Corporate Governance and Nominating Committee | | • | Member | FE | Financial Expert | SC | Strategy Committee | | | | CC | Compensation Committee | * | Brian P. Concannon, who is not standing for re-election, serves on the CC and SC |

  5. Proposal One: Election of Directors

    | | | | 2 | CONMED 2026 Proxy Statement |

  6. Proposal One: Election of Directors

    | Table of Contents | Proxy Summary |

  7. Election of Directors

    Election of Directors The Board of Directors (the “Board”) has determined to fix the number of directors constituting the full Board at seven directors as of the 2026 annual meeting. Accordingly, at the annual meeting, stockholders will vote to elect a Board of seven directors to serve a one-year term and until their respective successors are duly elected and qualified, or until such earlier termination of service. All the nominees are currently directors, and have agreed to be named as director nominees in the Proxy Statement and serve if elected.

  8. Election of Directors

    | | | The Board of Directors unanimously recommends a vote “FOR” each nominee. |

  9. Election of Directors

    | Director Nominees | | | Patrick J. Beyer | Mark Kaye | | David Bronson | Kim Kelderman | | LaVerne H. Council | Barbara J. Schwarzentraub | | Charles M. Farkas | |

  10. Election of Directors

    One-year terms. All directors are elected annually. Director nominees with diverse governance, leadership and industry experience; annual review in connection with nomination process. Through regular refreshment, we have built a substantially independent Board that is exceptionally qualified and engaged. Each nominee meets the qualifications, attributes, skills and experience that the Board has established for continuing service on the Board. Further, we believe the combined attributes of the director nominees sufficiently address the Board’s responsibility to oversee critical matters relevant to the Company’s strategy and operations and strongly position the Board to continue to collectively serve in the best interests of the stockholders and Company. See below and “Corporate Governance” for additional information regarding the combined attributes of the director nominees, director independence, Board leadership, director refreshment and recruitment, key areas of Board oversight and the responsibilities of Board committees. All directors are independent except the CEO; no related person transactions. The Board has affirmatively determined that the director nominees, except Mr. Beyer, are independent under the applicable rules of the NYSE. There are no family relationships among any of our directors or executive officers, and no directors had a related person transaction that was reportable for 2025. Appropriate tenure and Board refreshment, supported by term limit policy. The current average tenure of our independent directors is approximately six years. Since 2019, four directors have joined the Board and seven directors have ended their Board service. Strong support at 2025 annual meeting. Each director nominee for the 2026 annual meeting received approximately 98% or more of the stockholder votes for election at the 2025 annual meeting.

  11. Director Nominees

    Director Nominees

  12. Director Nominees

    | | | | | | | | Patrick J. Beyer | | | | | | President and Chief Executive Officer CONMED Corporation | Age: 60 | Director Since: 2025 | Independence: No | | | Current Committees: None | | | |

  13. Director Nominees

    | Professional Experience: CONMED Corporation (NYSE: CNMD) •President and Chief Executive Officer, Since 2025 •Chief Operating Officer, 2024 •President of International and Global Orthopedics, 2020 - 2024 •President of CONMED International, 2014 - 2020 ICNet •Chief Executive Officer, 2010 - 2014 Stryker Corporation (NYSE: SYK) •President, Stryker EMEA, 2009 - 2010 •VP Sales and Marketing, Stryker Europe, 2005 - 2009 •Various prior positions in general management, 1997 - 2001 | Other Public Company Boards: Bioventus Inc. (Nasdaq: BVS), Since 2021 •Audit and Risk Committee, Since 2021 Education: •Harvard Business School, Advanced Management Program •Western Michigan University, Master of Business Administration in Finance •Kalamazoo College, Bachelor of Arts in Economics |

  14. Director Nominees

    | Skills: Mr. Beyer’s qualifications for election to the Board include Mr. Beyer’s vital role as the President and Chief Executive Officer of the Company. Mr. Beyer offers industry experience from global commercial, operational and leadership perspectives. |

  15. Director Nominees

    | | | | | | | | David Bronson | | | | | | Retired | Age: 72 | Director Since: 2015 | Independence: Yes | | | Current Committees: Audit (Since 2025), Corporate Governance and Nominating (Since 2016, Chair 2019 - 2025) | | | |

  16. Director Nominees

    | Professional Experience: PSS World Medical, Inc. •Executive VP & Chief Financial Officer, 2002 - 2013 Digineer, Inc. •Chief Financial Officer, 2001 - 2002 VWR Scientific Products •Chief Financial Officer, 1995 - 1999 Baxter Healthcare, Inc. •Various senior financial executive positions, 1980 - 1995 | Other Boards: Labsco, Inc., 2013 - 2016 •Audit Committee AxelaCare, Inc., 2013 - 2015 •Audit Committee (Chair) Education: •Northwestern University's Kellogg School of Business, Master of Science in Management Studies •California State University, Bachelor of Science in Accounting |

  17. Director Nominees

    | Skills: Mr. Bronson’s qualifications for election to the Board include substantial experience as a Chief Financial Officer generally, and specifically in the healthcare industry, as well as financial and accounting expertise acquired through prior positions. The Board has determined Mr. Bronson’s significant finance and accounting expertise qualifies Mr. Bronson as an “audit committee financial expert” under SEC rules. Mr. Bronson’s exposure to, and familiarity with, healthcare services matters provide an important perspective to the Board. |

  18. Director Nominees

    | | | | CONMED 2026 Proxy Statement | 7 |

  19. Director Nominees

    | Proposal One | Table of Contents |

  20. Director Nominees

    | | | | | | | | LaVerne H. Council, Independent Chair of the Board | | | | | | Chief Executive Officer Emerald One, LLC | Age: 64 | Director Since: 2019 | Independence: Yes | | | Current Committees: Compensation (Since 2024), Corporate Governance and Nominating (Since 2025, Chair Since 2025) | | | |

  21. Director Nominees

    | Professional Experience: Emerald One, LLC •Chief Executive Officer, Since 2019 Grant Thorton LLP •National Managing Principal, Enterprise Technology Strategy & Innovation, 2017 - 2019 MITRE Corporation •Senior VP and General Manager, 2017 - 2017 United States Department of Veterans Affairs •Assistant Secretary for Information & Technology and Chief Information Officer, 2015 - 2017 Council Advisory Services, LLC •Chief Executive Officer, 2012 - 2015 Johnson & Johnson (NYSE: JNJ) •Corporate VP and Global Chief Information Officer, 2006 - 2011 Dell, Inc. (NYSE: DELL) •Several roles of increasing responsibility, including as the Global VP, Information Technology, Global Business Solutions, & Development Services | Other Public Company Boards: Thomson Reuters Corporation (NASDAQ, TSX: TRI), Since 2022 •Audit Committee, Since 2022 •Risk Committee, Since 2022 Concentrix Corporation (NASDAQ: CNXC), Since 2020 •Audit Committee, Since 2020 •Compensation Committee, Since 2020 Education: •Drexel University, honorary Doctorate of Business Administration •Illinois State University, Master of Business Administration •Western Illinois University, Bachelor of Business Administration |

  22. Director Nominees

    | Skills: Ms. Council’s qualifications for election to the Board include extensive experience as a global operations and information technology executive with budgets ranging up to $4.5 billion per year. Her significant public company board and board committee experience provides her with key expertise and perspectives to guide the Board as its independent Chair. The Board and Company strongly benefit from the perspective that Ms. Council brings to the Board and the Company as a result of Ms. Council’s business experience and governance leadership. |

  23. Director Nominees

    | | | | | | | | Charles M. Farkas | | | | | | Retired | Age: 74 | Director Since: 2014 | Independence: Yes | | | Current Committees: Corporate Governance and Nominating (Since 2024), Strategy (Since 2016, Chair Since 2024) | | | |

  24. Director Nominees

    | Professional Experience: Bain & Company Inc. •Senior Partner, 2015 - 2026 •Various other roles over more than 45 years advising chief executives and senior managers of leading medical technology and pharmaceutical companies, including as a Senior Partner and Global Co-Head of the Healthcare Practice, Managing Director of Bain Canada, and global leader of the Financial Services practice | Other Boards: Medzown, Since 2024 The John A. Hartford Foundation, Since 2015 Medicinal Genomics, Chair, Since 2015 Wellist, Chair, Since 2014 Harvard Medical School, 2005 - 2017 Education: •Harvard Business School, Master in Business Administration •Princeton University, Bachelor of Arts |

  25. Director Nominees

    | Skills: Mr. Farkas’ qualifications for election to the Board include more than 40 years working in the healthcare and medical technology fields in the U.S. and around the world. Mr. Farkas provides the Board with valuable strategic and governance perspectives, drawing on vast experience inside and outside the healthcare industry. |

  26. Director Nominees

    | | | | 8 | CONMED 2026 Proxy Statement |

  27. Director Nominees

    | Table of Contents | Proposal One |

  28. Director Nominees

    | | | | | | | | Mark Kaye | | | | | | Executive VP and Chief Financial Officer and President of Carelon Elevance Health | Age: 46 | Director Since: 2025 | Independence: Yes | | | Current Committees: Audit (Since 2025), Strategy (Since 2025) | | | |

  29. Director Nominees

    | Professional Experience: Elevance Health, Inc. (formerly Anthem) (NYSE: ELV) •Executive VP, CFO and President of Carelon, Since 2026 •Executive VP and Chief Financial Officer, 2023 - 2026 Moody’s Corporation (NYSE: MCO) •Executive VP and Chief Financial Officer, 2021 - 2023 •Senior VP and Chief Financial Officer, 2018 - 2021 Massachusetts Mutual Life Insurance Company •Senior VP and Head of Financial Planning & Analysis, 2016 - 2018 •Chief Financial Officer of MassMutual U.S., 2015 - 2016 Voya Financial, Inc. (NYSE: VOYA) •Chief Financial Officer and Senior VP, Retirement Solutions, 2011 - 2015 ING U.S. and ING Group, N.V. (NYSE: ING) •Various senior financial and risk reporting positions Credit Suisse First Boston •Investment banking division | Other Boards: BCS Financial Corporation, Since 2024 •Audit and Investment Committees Education: •The Wharton School at the University of Pennsylvania, Master of Business Administration in Finance •University of Pennsylvania, Bachelor’s in Actuarial Science and Statistics |

  30. Director Nominees

    | Skills: Mr. Kaye’s qualifications for election to the Board include extensive experience as a Chief Financial Officer generally, and in the healthcare industry, as well as financial and accounting expertise acquired through prior positions. The Board has determined Mr. Kaye’s significant finance and accounting expertise qualifies Mr. Kaye as an “audit committee financial expert” under SEC rules. Mr. Kaye’s familiarity with healthcare services, and strong background in corporate governance, risk management and financial oversight, provide an important perspective to the Board. |

  31. Director Nominees

    | | | | | | | | Kim Kelderman | | | | | | President and Chief Executive Officer Bio-Techne | Age: 58 | Director Since: 2025 | Independence: Yes | | | Current Committees: Corporate Governance and Nominating (Since 2025), Strategy (Since 2025) | | | |

  32. Director Nominees

    | Professional Experience: Bio-Techne Corporation (Nasdaq: TECH) •President and Chief Executive Officer, Since 2024 •Chief Operating Officer, 2023 - 2024 •President, Diagnostics and Genomics Segment, 2018 - 2024 Thermo Fisher Scientific Inc. (NYSE: TMO) •Led businesses of increasing size and complexity, including the Platforms and the Content of the Genetic Sciences Division, 2010 - 2018 Becton, Dickinson & Company (NYSE: BDX) •Senior Segment Leader, 2006 - 2010 | Other Public Company Boards: Bio-Techne Corporation (Nasdaq: TECH), Since 2024 Other Boards: Analytical, Life Science & Diagnostics Association, Since 2023 StatLab Medical Products, Since 2021 Education: •Hogeschool Heerleen of Applied Sciences (Netherlands), Bachelor of Science |

  33. Director Nominees

    | Skills: Mr. Kelderman’s qualifications for election to the Board include extensive global leadership experience across large and mid-cap life sciences businesses, with a strong track record in global operations, innovation and strategy. The Board and Company benefit from the perspective that Mr. Kelderman brings from extensive executive management experience and expertise leading the growth of biotechnology companies. |

  34. Director Nominees

    | | | | CONMED 2026 Proxy Statement | 9 |

  35. Director Nominees

    | Proposal One | Table of Contents |

  36. Director Nominees

    | | | | | | | | Barbara J. Schwarzentraub | | | | | | Retired | Age: 60 | Director Since: 2019 | Independence: Yes | | | Current Committees: Audit (Since 2019, Chair Since 2021), Compensation (Since 2025) | | | |

  37. Director Nominees

    | Professional Experience: Caterpillar Inc. (NYSE: CAT) •Director and Divisional Chief Financial Officer for Global Information Services Division, 2017 - 2020 •Director of Global Component Manufacturing and Supply Chain, 2016 - 2017 •VP of Caterpillar Logistics Service Inc. and Director of Caterpillar Parts Distribution, 2010 - 2016 •Director of Global Finance Transformation, 2006 - 2010 •Other roles of increasing responsibility within Caterpillar | Education: •Bradley University, Master of Business Administration •Bradley University, Bachelor of Science in Accounting |

  38. Director Nominees

    | Skills: Ms. Schwarzentraub’s qualifications for election to the Board include extensive global experience in information technology and supply chain management, leading large organizations, and finance and accounting. The Board has determined Ms. Schwarzentraub’s significant finance and accounting expertise qualifies Ms. Schwarzentraub as an “audit committee financial expert” under SEC rules. The Board and Company benefit from the perspectives that Ms. Schwarzentraub brings to the Board and the Company as a result of Ms. Schwarzentraub’s business and financial experience. |

  39. Director Independence

    Director Independence

  40. Seven of eight directors, and six of seven director nominees, are independent; all Board committees solely consist of independent directors

    Seven of eight directors, and six of seven director nominees, are independent; all Board committees solely consist of independent directors The Board recently undertook its annual review of director independence in accordance with the applicable NYSE rules. The independence rules include a series of objective tests, including that the director is not employed by the Company and has not engaged in various types of business dealings with us. In addition, the Board is required to make a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, the Board has affirmatively determined that each of Mr. Bronson, Mr. Concannon, Ms. Council, Mr. Farkas, Ms. Goldberg Aronson (through the expiration of Ms. Goldberg Aronson’s term on July 7, 2025), Mr. Kaye, Mr. Kelderman, Ms. Schwarzentraub and Dr. Workman (through the expiration of Dr. Workman’s term on May 20, 2025) are independent under the applicable NYSE rules. Mr. Beyer is employed by the Company and therefore is not an independent director. Each member of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee is independent under the applicable NYSE rules. In addition, the Board has affirmatively determined that the members of the Audit Committee and Compensation Committee qualify as independent in accordance with the additional independence rules established by the Securities and Exchange Commission (the “SEC”) and the NYSE.

  41. Seven of eight directors, and six of seven director nominees, are independent; all Board committees solely consist of independent directors

    | | | | 10 | CONMED 2026 Proxy Statement |

  42. Seven of eight directors, and six of seven director nominees, are independent; all Board committees solely consist of independent directors

    | Table of Contents | Proposal One |

  43. Leadership Structure

    Leadership Structure The Board is led by an independent Chair who provides significant leadership for the independent directors and partners with the Chief Executive Officer to ensure efficient and aligned execution of the Board’s oversight, decision making and delegation of authority. We believe strong Board leadership is essential for the Board to perform its oversight function effectively and to allocate authority and responsibility appropriately between the Board and management. It is also important for the Board to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions and the needs and opportunities of the Company at any given time. Historically, the Board combined the role of Chair of the Board and Chief Executive Officer, supported by a Lead Independent Director. In connection with the planned leadership transition to Mr. Beyer and related management succession planning, effective October 31, 2024, the Board appointed Ms. Goldberg Aronson, the former Lead Independent Director since 2020, as the independent Chair of the Board. In May 2025, the Board appointed Ms. Council, who has served on the Board since 2019, to serve as the independent Chair. The Board continues to believe that its current leadership structure remains the most appropriate for the Company and its stockholders at this time as it promotes enhanced leadership by the independent directors, thereby strengthening the Board’s oversight role, and providing Mr. Beyer with greater focus on executing the Company’s strategy, managing the day-to-day operations of the Company and continuing to develop the leadership team that was impacted by significant succession. The Board regularly engages in a disciplined and robust evaluation of the leadership structure based on corporate governance standards, market practices and the Company’s specific needs and circumstances. If the Board determines in the future to combine the roles of Chair and Chief Executive Officer, the independent directors intend to select a Lead Independent Director with specified responsibilities to maintain many of the benefits of having an independent Chair of the Board.

  44. Non-Employee Director Compensation

    Non-Employee Director Compensation The Company pays its non-employee directors a mix of cash and equity compensation to attract and retain qualified candidates to serve on the Board, and to further align the interests of non-employee directors and our stockholders. The Board approves the non-employee director compensation program. The Compensation Committee supports the Board’s oversight role by making recommendations to the Board following its regular review of such program with the assistance of Compensia. Every two years, Compensia provides a comprehensive review of the form and amount of non-employee compensation based on peer company market data, using the same peer group set utilized for the Compensation Committee’s review of our Named Executive Officers (“NEOs”). Based on the recommendation of the Compensation Committee, the Board did not revise the non-employee director compensation program for 2025.

  45. Equity Compensation Awarded to Non-Employee Directors

    | Non-Employee Director Compensation | Table of Contents |

  46. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  47. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | Option Awards2 ($) | Other Compensation ($) | Total ($) | | Directors at FYE 2025 | | | | | | | David Bronson | 97,140 | 36,994 | 148,000 | — | 282,134 | | Brian P. Concannon | 95,000 | 36,994 | 148,000 | — | 279,994 | | LaVerne H. Council | 123,010 | 36,994 | 148,000 | — | 308,004 | | Charles M. Farkas | 93,752 | 36,994 | 148,000 | — | 278,746 | | Mark Kaye3 | 78,625 | 46,413 | 185,695 | — | 310,733 | | Kim Kelderman4 | 26,954 | 26,915 | 107,852 | — | 161,721 | | Barbara J. Schwarzentraub | 105,362 | 36,994 | 148,000 | — | 290,356 | | Directors Departed in 20255 | | | | | | | Martha Goldberg Aronson | 66,274 | 36,994 | 148,000 | — | 251,268 | | Dr. John L. Workman | 36,316 | — | — | — | 36,316 |

  48. 2025 Non-Employee Director Compensation Table

    (1)Amounts in this column reflect the annual cash retainer for Board and Board committee service, including a prorated portion of fees as applicable. (2)Amounts in these columns reflect the grant date fair value of RSUs and stock options, respectively, in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The grant date fair value of RSUs is based on the Company’s closing stock price on the grant date. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. The assumptions made in the valuation of these awards are set forth in Note 9 to the consolidated financial statements in the 2025 Annual Report. (3)Mr. Kaye was appointed to the Board on February 24, 2025. Mr. Kaye received a prorated portion of the annual equity compensation for service prior to the 2025 annual meeting. (4)Mr. Kelderman was appointed to the Board on September 8, 2025. Mr. Kelderman received a prorated portion of the annual equity compensation for service after the 2025 annual meeting. (5)Ms. Goldberg Aronson resigned from the Board effective July 7, 2025. Upon Ms. Goldberg Aronson’s resignation, Ms. Goldberg Aronson’s 2025 equity awards were fully accelerated. Mr. Workman did not stand for reelection in 2025 and was not granted an equity award in 2025. Each of Ms. Goldberg Aronson and Mr. Workman received a prorated portion of cash compensation in 2025. Below is a summary of the stock options and RSUs outstanding for non-employee directors as of December 31, 2025.

  49. 2025 Non-Employee Director Compensation Table

    | Name | Stock Option Awards Outstanding (#) | RSUs Outstanding (#) | | David Bronson | 36,330 | 668 | | Brian P. Concannon | 29,773 | 668 | | LaVerne H. Council | 23,538 | 668 | | Charles M. Farkas | 36,330 | 668 | | Mark Kaye | 9,907 | 820 | | Kim Kelderman | 6,227 | 500 | | Barbara J. Schwarzentraub | 22,223 | 668 |

  50. 2025 Non-Employee Director Compensation Table

    | | | | 24 | CONMED 2026 Proxy Statement |

  51. 2025 Non-Employee Director Compensation Table

    | Table of Contents | Non-Employee Director Compensation |

  52. The Company’s NEO compensation program is designed to support the principles of the compensation philosophy

    | Compensation Philosophy Principle | How our NEO compensation program supports this principle | | Attract, retain, and motivate top talent | •We provide competitive compensation programs that attract and retain talented executives with a strong track record of success, resulting in a high-performing leadership team. •We continue to monitor market trends and adjust compensation programs accordingly, where relevant. | | Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as facilitate executive retention | •Our incentive programs are designed to drive accountability for executing our strategy. •Our annual bonuses are tied to achievement of total Company financial performance; one NEO also has additional performance goals tied to commercial performance given such person’s role. •Since 2023, 50% (other NEOs) - 75% (CEO) of grant value has been issued in stock options, while the remaining grant value has been issued in target PSUs. ▪PSUs are based on the achievement of rTSR over a three-year performance period using the Standard & Poor’s Healthcare Equipment Select Index. •We set target performance levels that are challenging and we set and reward achievement of commensurately more challenging goals with above-target payout levels. •For Company financial performance in the annual bonus, target performance levels are aligned to the goals we communicate to stockholders. | | Align the executives’ interests with those of stockholders through incentives linked to specific performance of objective goals | •Our program provides an appropriate mix of compensation elements balancing short-term and long-term considerations. •Cash payments reward achievement of short-term goals, while equity awards encourage our executives to deliver sustained strong results over multi-year performance and vesting periods. •We continue to emphasize the portion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, to further align our executives with stockholders’ interests. | | Appropriately balance growth and risk | •Our equity awards have specific holding and retention requirements for all NEOs, which discourage excessive risk taking by keeping long-term compensation aligned with our share price performance even after it is earned. | | Market positioning | •As a general guideline, the Compensation Committee seeks to approximate the 50th percentile for base salary and target total cash compensation, and between the 50th and 75th percentiles for target long-term incentive compensation. |

  53. Regular evaluation and implementation of executive compensation market practices to support our compensation philosophy and reasonable pay practices

    | Compensation Programs | | | | Majority of NEO compensation tied to long-term performance | | | No overlap of performance metrics between bonus plan and PSUs | | | 200% maximum on incentive plan payouts | | | Minimum vesting schedule of at least 12 months for equity awards | | | Equity awards require a “double trigger” for Change in Control vesting acceleration | | | We do not guarantee our annual bonus payments; each annual bonus requires a threshold of performance | | | We do not pay dividends on unvested equity awards | | | We do not provide executive perquisites other than for international employees for which such perquisites are common | | | Excise tax “gross-ups” for Change in Control benefits are not included in our employment arrangements or compensation programs | | Compensation Policies | | | | Stock ownership guidelines enhanced in December 2025: 5x base salary for CEO and 1.5x base salary for all other executive officers, with robust holding requirements until achieved | | | Clawback policy that applies to incentive-based compensation received by executive officers, consistent with SEC and NYSE requirements | | | Hedging and pledging stock are prohibited | | | Our equity plan does not permit repricing of underwater stock options without stockholder approval | | Compensation Governance | | | | Compensation Committee is comprised entirely of independent directors; regularly meets in executive session without management present | | | Compensation Committee engages an independent compensation consultant | | | The CEO is not present during any deliberations or voting of the Compensation Committee or Board regarding CEO compensation | | | Annual risk assessment of the compensation programs; incentive program design does not encourage excessive risk taking |

  54. Key Compensation Elements Summary

    | | | Pay Element | Objective / Rationale | Key Features | | Fixed | Short Term | Salary | Provide base pay level aligned with roles, responsibilities, and individual performance to attract and retain top talent. | Base salaries are based on a review of compensation paid by peer companies and other survey data. Base salary is evaluated annually, and subject to adjustment based on individual performance, or in connection with an executive taking on substantially increased responsibilities. | | At Risk | | Annual Bonus | Deliver on annual pre-determined financial goals. Serves as key compensation vehicle for driving financial performance each year. | Target bonuses as a percentage of base salary range from 60% to 100%. For 2025, the Company financial goals (and range of weighting for the NEOs) consist of: •Net Sales (FX Adjusted) (30% - 40%) •Adjusted EPS (40% - 50%) •Operating Cash Flow (5% - 15%) | | | Long Term Equity Based | Stock Options | Reward stock price performance over time, while remaining subject to vesting. Aligns interests with stockholders, with value solely based on future stock price increases. | More than a majority of target total direct compensation consists of equity compensation. The grant values for 2025 equity awards were awarded: •CEO: 50% in stock options; 50% in target PSUs •Other NEOs: 75% in stock options; 25% in target PSUs The 2025 equity award vesting consists of: •Stock options: five years, annual pro rata •PSUs: three years, cliff | | | | Performance Stock Units | Focus executives on the achievement of longer-term financial performance directly aligned to rTSR, while remaining subject to vesting. | | | | | Restricted Stock Units | Provides full value on grant to serve retention objectives, while remaining subject to vesting. | Historically used for new hire awards to make whole for lost awards at prior company. Also historically used for promotions to executive roles to increase stock ownership to enhance alignment with stockholders and support achievement of stock ownership guidelines. Starting in 2026, RSUs are a component of our annual equity compensation program. |

  55. Market Data

    Market Data The Compensation Committee regularly reviews competitive market data as an important factor to implement its compensation philosophy. Such market data includes salary, bonus, total cash compensation, equity, and target total direct compensation. The Compensation Committee uses a comparative framework to help define the competitive market by referencing specific peer companies and various broad-based executive compensation survey data sources to help with the assessment. Each year, the Compensation Committee works with its independent compensation consultant to review compensation for similar positions at other corporations within peer or market data to help ensure that the Company’s overall compensation levels, and the elements thereof, are reasonable and appropriate. For the review and approval of 2025 target total direct compensation, Compensia provided data for: •The peer group of public companies is used when we have data for at least five peer companies, and was used to evaluate the compensation of Mr. Beyer, Mr. Garner and Ms. Foust. •The Radford Life Sciences survey is used when the peer group data is not sufficiently available and was used to evaluate the compensation of Mr. Lalomia and Mr. Shagory. •Peer companies utilized by the leading proxy advisory services, as well as leading companies in our industry with whom we compete for talent, as additional reference points. The portion of the Radford survey we reviewed for 2025 compensation consisted of approximately 120 companies with revenues between $200 million and $5 billion. Our peer data is based on a peer group of public companies in the health care equipment and supplies industries and is evaluated on at least an annual basis. We worked with Compensia to evaluate and finalize such peer group. In December 2024, we approved the peer group used for 2025 compensation generally based on the following criteria: •Market Capitalization – 1/3 to 3x the Company’s 30-day average market value, with CONMED landing at the 36th percentile. •Revenue – 1/3 to 3x the Company’s trailing twelve-month revenue, with CONMED falling at the 43rd percentile. •Headcount – 1/3 to 3x the Company’s headcount, with CONMED being at the 55th percentile.

  56. Market Data

    | | | | 34 | CONMED 2026 Proxy Statement |

  57. Market Data

    | Table of Contents | Compensation Discussion and Analysis |

  58. Market Data

    Our peer group for 2025 compensation is set forth below.

  59. Market Data

    | AtriCure, Inc.* | ICU Medical, Inc. | Penumbra, Inc. | | Avanos Medical, Inc.* | Integra LifeSciences Holdings Corporation | Teleflex Incorporated | | Enovis Corporation | LivaNova PLC | Varex Imaging Corporation | | Globus Medical, Inc. | Masimo Corporation | | | Haemonetics Corporation | Merit Medical Systems, Inc. | |

  60. Market Data

    *We added AtriCure and Avanos Medical to such peer group from the prior year based on our criteria. No companies were removed from the prior year.

  61. Role of Board of Directors, Management, and Independent Compensation Consultant

    Role of Board of Directors, Management, and Independent Compensation Consultant

  62. INDEPENDENT COMPENSATION CONSULTANTS

    INDEPENDENT COMPENSATION CONSULTANTS Our Compensation Committee determined to re-engage Compensia, Inc. as its independent compensation consultant for the 2025 NEO and non-employee director compensation program. Upon engagement and consistent with prior practice, the Compensation Committee worked with management to define Compensia’s scope of work and direct its deliverables for 2025, while retaining sole authority to direct Compensia’s work and approve all compensation decisions. For 2025, Compensia’s services to the Compensation Committee included: •Reviewing and recommending the Company’s executive compensation peer group and survey data. •Providing competitive market data and analysis to inform executive and non-employee director compensation decisions. •Advising on executive compensation program design, including base salary, annual incentive and long-term incentive opportunities, including performance metric considerations. •Advising on non-employee director compensation. •Advising on the Company’s equity plan share request at the 2025 annual meeting. •Providing analysis of share usage, including burn rate and overhang. •Reviewing and advising on stock ownership guidelines. •Providing updates on regulatory developments and evolving executive compensation trends. In performing its work, Compensia provides analyses and other support as requested by the Compensation Committee and independent members of the Board, attends meetings and executive sessions as requested, and assists in the review of compensation-related materials and disclosures. Compensia did not provide any other services to CONMED in 2025, and the Compensation Committee determined that no conflicts of interest were raised by Compensia’s work.

  63. Represents a 10% decrease compared to the prior CEO’s target total direct compensation in 2024

    | 50% Performance-based compensation (Bonus + Target PSUs) | 87% At-risk compensation (Bonus + Equity) |

  64. Reflects greater emphasis on cash and stock options relative to CEO pay mix

    Reflects greater emphasis on cash and stock options relative to CEO pay mix

  65. Reflects greater emphasis on cash and stock options relative to CEO pay mix

    | 32% Performance-based compensation (Bonus + Target PSUs) | 77% At-risk compensation (Bonus + Equity) |

  66. Reflects greater emphasis on cash and stock options relative to CEO pay mix

    | | | | 36 | CONMED 2026 Proxy Statement |

  67. Reflects greater emphasis on cash and stock options relative to CEO pay mix

    | Table of Contents | Compensation Discussion and Analysis |

  68. 2025 Executive Bonus Plan

    2025 Executive Bonus Plan The Company maintains the Executive Bonus Plan to provide short-term incentive compensation opportunities to the executive officers, including the NEOs. Under the Executive Bonus Plan, bonuses are eligible to be earned upon the achievement of threshold, target and maximum performance goals and are to be measured on a sliding scale between such levels.

  69. TARGET BONUSES

    TARGET BONUSES Target bonuses for each NEO is expressed as a percentage of their base salary. The base salary as of year end is used to calculate the earned bonus. The independent directors establish the target bonus for the CEO and the Compensation Committee establishes the target bonus for the other NEOs.

  70. TARGET BONUSES

    | | Target Bonus | | | Name | (as % of Base Salary) | ($) | | Patrick J. Beyer1 | 100 | 850,000 | | Todd W. Garner2 | 85 | 520,200 | | Hollie Foust | 65 | 298,350 | | Brent Lalomia | 60 | 231,120 | | Peter K. Shagory | 65 | 252,883 |

  71. TARGET BONUSES

    (1)Mr. Beyer’s target bonus increased from 80% of base salary in 2024 due to Mr. Beyer’s promotion. (2)Mr. Garner’s target bonus increased from 80% of base salary in 2024 based on performance and market competitiveness.

  72. PERFORMANCE METRICS

    PERFORMANCE METRICS The Executive Bonus Plan performance metrics and related goals for 2025 were initially selected and established by the Compensation Committee in February 2025. The 2025 Executive Bonus Plan for the NEOs was based on three Company financial performance metrics. Net Sales and Adjusted EPS have been utilized in the Executive Bonus Plan for more than 10 years, while Operating Cash Flow was added in 2023.

  73. PERFORMANCE METRICS

    | Performance Metric | Definition | Rationale | | Net Sales (FX Adjusted)* | •Net Sales, adjusted for the impact of foreign currency (based on the rate included in the Company’s annual budget). ▪This foreign currency assumption is different than the Company’s assumption used for earnings guidance to investors, which is based on prior year rates. | This is a key supplemental performance measure used by investors to assess performance and is critical to growth. It excludes items that may not be indicative of, or are unrelated to, core operating results and provides a baseline for analyzing trends in the Company’s underlying business. The Company analyzes net sales on a constant currency basis to better measure the comparability of results between periods. | | Adjusted Diluted Net EPS (“Adjusted EPS”)* | •Diluted earnings per share, adjusted for (i) amortization of intangible assets, (ii) amortization of deferred financing fees and (iii) unusual items, including restructuring charges, impairment charges, changes in tax or accounting rules, acquisitions or other special or nonrecurring events. •Definition is the same as used by the Company to present guidance to stockholders and report such measure in the Company’s earnings release. | This is a key supplemental performance measure used by investors to assess performance and is critical to growth. It adjusts earnings per share for gains and losses not reflective of the Company’s ongoing operations and related tax effects. | | Operating Cash Flow | •Cash flow provided by / used in operations, in accordance with GAAP. | This is a key liquidity measure used by investors to assess whether a company can generate sufficient cash from its regular operating activities without external financing. |

  74. PERFORMANCE METRICS

    *See “Appendix A - Non-GAAP Financial Measures” for reconciliations of these non-GAAP financial measures to GAAP measures. A portion of Mr. Lalomia’s bonus also included commercial performance metrics consistent with Mr. Lalomia’s historical plan participation and similarly situated participants in the plan.

  75. PERFORMANCE METRICS

    | | | | 38 | CONMED 2026 Proxy Statement |

  76. PERFORMANCE METRICS

    | Table of Contents | Compensation Discussion and Analysis |

  77. PERFORMANCE METRIC WEIGHTING

    | | Weighting (% of Target Bonus) | | | | | Net Sales (FX Adjusted) | Adjusted EPS | Operating Cash Flow | | Patrick J. Beyer Todd W. Garner Hollie Foust Peter K. Shagory | 50 | 40 | 10 | | Brent Lalomia1 | 40 | 30 | 5 |

  78. PERFORMANCE GOALS AND ACHIEVEMENT

    PERFORMANCE GOALS AND ACHIEVEMENT The target performance goals for Net Sales (FX Adjusted) and Adjusted EPS represented growth from 2024. For each performance goal, the threshold performance goal is established as 90% of target and the maximum performance goal is established at 115% of target. For each performance metric, the threshold payout was 40%, the target payout was 100% and the maximum payout was 200%, with a sliding scale between threshold and target performance and target and maximum performance. The threshold payout was increased from 20% in the 2024 bonus plan primarily due to market data. The performance goals, as well as the actual results and payout percentage, are set forth below.

  79. PERFORMANCE GOALS AND ACHIEVEMENT

    | | Performance Goals | | | | | | Goal | Threshold ($) (40% payout) | Target ($) (100% payout) | Maximum ($) (200% payout) | Actual Performance ($) | Unweighted Payout (%) | | Net Sales (FX Adjusted)* | 1,235.30 | 1,372.60 | 1,578.50 | 1,360.30 | 95.0 | | Adjusted EPS | 3.89 | 4.32 | 4.97 | 4.59 | 146.9 | | Operating Cash Flow* | 122.30 | 135.90 | 156.30 | 170.70 | 200.0 |

  80. PERFORMANCE GOALS AND ACHIEVEMENT

    *Net Sales (FX Adjusted) and Operating Cash Flow are reflected in millions. Mr. Lalomia earned an unweighted payout of 100% (15% of target bonus) and 114.8% (10% of target bonus) for additional commercial goals.

  81. PERFORMANCE GOALS AND ACHIEVEMENT

    | | | | CONMED 2026 Proxy Statement | 39 |

  82. PERFORMANCE GOALS AND ACHIEVEMENT

    | Compensation Discussion and Analysis | Table of Contents |

  83. EARNED BONUSES

    EARNED BONUSES

  84. EARNED BONUSES

    | HISTORICAL PERSPECTIVE The achievement of Company performance goals have demonstrated the implementation of reasonable goal setting and a performance-based program in practice. From 2022 - 2024: •Earned bonuses for Mr. Beyer ranged from 43.6% to 114.5% (with an average of 80.3%) of the target bonus. •Earned bonuses for Mr. Garner, Mr. Lalomia and Mr. Shagory ranged from 40.7% to 133.6% (with an average of 84.5%) of their target bonus. The annual NEO bonus plan has included Net Sales and Adjusted EPS performance metrics for over 10 years. From 2014 to 2024: •The Net Sales performance goal has achieved an unweighted payout ranging from 0% to 150%, with an average of 76.8%, of target. •The Adjusted EPS performance goal has achieved an unweighted payout ranging from 0% to 183%, with an average of 87.8%, of target. |

  85. EARNED BONUSES

    Applying the performance for 2025, bonuses for 2025 were earned as follows:

  86. EARNED BONUSES

    | | | Performance Goals | | | | | | | | Name | Target Bonus (as % of Base Salary) | Net Sales (FX Adjusted) Achieved (%) | Adjusted EPS Achieved (%) | Operating Cash Flow Achieved (%) | Commercial Goals (%) | FY 2025 Actual Performance Achieved (weighted %) | FY 2025 Earned Bonus (as % of YE base salary)2 | FY 2025 Earned Bonus ($) | | Patrick J. Beyer1 | 100 | 95.0 | 146.9 | 200.0 | n/a | 126.8 | 126.8 | 1,129,469 | | Todd W. Garner | 85 | 95.0 | 146.9 | 200.0 | n/a | 126.8 | 107.8 | 659,354 | | Hollie Foust | 65 | 95.0 | 146.9 | 200.0 | n/a | 126.8 | 82.4 | 378,159 | | Brent Lalomia | 60 | 95.0 | 146.9 | 200.0 | 106.0 | 119.5 | 71.7 | 276,073 | | Peter K. Shagory | 65 | 95.0 | 146.9 | 200.0 | n/a | 126.8 | 82.4 | 320,529 |

  87. EARNED BONUSES

    (1)Mr. Beyer’s earned bonus is based on his actual base salary for the calendar year multiplied by the performance achievement. Therefore, this table reflects his actual base salary of $891,000 (after conversion from British pounds to U.S. dollars) included in the Summary Compensation Table, instead of the $850,000 used by the Compensation Committee as disclosed in this CD&A generally. (2)Represents target bonus (as a % of base salary) multiplied by FY 2025 actual performance achieved (weighted %).

  88. 2025 Equity Compensation

    2025 Equity Compensation Equity compensation is a critical element of our executive compensation program to attract, motivate and retain exceptional executive talent who lead with an entrepreneurial mindset. 2025 equity awards to NEOs were granted under the 2018 Long-Term Incentive Plan. The 2025 Long-Term Incentive Plan was approved by stockholders at the 2025 annual meeting and is used for awards thereafter.

  89. EQUITY AWARD COMPONENTS AND WEIGHTING

    EQUITY AWARD COMPONENTS AND WEIGHTING The Compensation Committee historically utilized stock options as the primary component of its NEO equity award program. Stock options were the sole component prior to 2023. Beginning in 2023, the NEO equity award program was revised to include stock options and PSUs with the following weighting based on grant value.

  90. EQUITY AWARD COMPONENTS AND WEIGHTING

    | | | | 40 | CONMED 2026 Proxy Statement |

  91. EQUITY AWARD COMPONENTS AND WEIGHTING

    | Table of Contents | Compensation Discussion and Analysis |

  92. EQUITY AWARD COMPONENTS AND WEIGHTING

    Each vested stock option represents the right to purchase one share of the Common Stock at the stated exercise price, which is established as of the closing price of the Common Stock on the grant date. Each earned and vested PSU will be settled with one share of the Common Stock. In the event of a change in control of the Company, these equity awards are subject to double-trigger vesting on a termination of the NEO’s employment by the Company, other than for cause, or by the NEO for good reason within two years following the change in control. See “NEO Compensation Tables - Potential Payments on Termination or Change in Control.”

  93. TARGET EQUITY GRANT VALUE AND EQUITY AWARDS

    TARGET EQUITY GRANT VALUE AND EQUITY AWARDS In determining the appropriate level of equity awards for 2025, the Compensation Committee considered promotion or new hire status (if applicable), the number of awards outstanding and shares remaining available for issuance under the Company’s equity incentive plan, the number of shares that could be issued for PSUs based on maximum performance, stockholder dilution, outstanding awards held by NEOs, the competitive talent market, the performance of the Company as well as the individual and collective performance of the executive team, and market data. The 2025 target grant value in aggregate and by component for each NEO is set forth below. In recent years, target grant values for NEOs have been significantly higher than realized or realizable amounts due to Company and stock price underperformance.

  94. TARGET EQUITY GRANT VALUE AND EQUITY AWARDS

    | | | Stock Options | | Target PSUs | | | NEO | Total Target Grant Value ($) | Grant Value ($) | 1 (#) | Grant Value ($) | 2 (#) | | Patrick J. Beyer3 | 5,000,000 | 2,500,000 | 86,356 | 2,500,000 | 24,821 | | Todd W. Garner4 | 2,000,000 | 1,500,000 | 61,475 | 500,000 | 5,739 | | Hollie Foust | 1,000,000 | 750,000 | 30,738 | 250,000 | 2,869 | | Brent Lalomia5 | 875,000 | 656,250 | 26,895 | 218,750 | 2,510 | | Peter K. Shagory | 850,000 | 637,500 | 26,127 | 212,500 | 2,439 |

  95. TARGET EQUITY GRANT VALUE AND EQUITY AWARDS

    (1)Based on the grant value divided by the Black-Scholes valuation as of the grant date ($28.95 as of January 2, 2025 for Mr. Beyer; $24.40 as of March 3, 2025 for the other NEOs). (2)Based on the grant value divided by Monte Carlo valuation as of the grant date ($100.72 as of January 2, 2025 for Mr. Beyer; $87.14 as of March 3, 2025 for the other NEOs). (3)Mr. Beyer’s target grant value increased from 2024 due to Mr. Beyer’s promotion. (4)Mr. Garner received a special equity award in 2024 and not in 2025, but otherwise was awarded similar target grant value. (5)Mr. Lalomia’s target grant value increased from 2024 due to Mr. Lalomia’s promotion. Any small differences between the target grant value and the value reported in the Summary Compensation Table are due to rounding based on the actual fair value of the stock options and PSUs on the grant date as determined for financial reporting purposes.

  96. STOCK OPTIONS

    STOCK OPTIONS Stock options granted to NEOs in 2025 vest ratably over five years with 20% of each award vesting annually. Vested stock options may be exercised until the 10th anniversary of the grant date.

  97. PSUS

    PSUS Consistent with PSUs awarded since 2023, the PSUs granted in 2025 are earned based on the achievement of rTSR. Specifically, the Company’s total stockholder return is compared to the total stockholder return of the Standard & Poor’s Healthcare Equipment Select Index (which contains approximately 63 companies for the 2025 award) over a three-year performance period starting on the grant date. rTSR performance will be measured by using a beginning stock price based on the average closing price for the 20 trading days starting on and following the start of the performance period and an ending stock price based on the average closing price for the last 20 trading days of the performance period. The earned PSUs cliff vest after the end of the performance period.

  98. PSUS

    | | | | CONMED 2026 Proxy Statement | 41 |

  99. PSUS

    | Compensation Discussion and Analysis | Table of Contents |

  100. PSUS

    The threshold, target and maximum performance levels are set forth below. There is a sliding payout scale between threshold and target performance and target and maximum performance.

  101. PSUS

    | Performance Level | Achievement Relative to Index (Percentile) | Payout (%) | | Maximum | 75th or above | 200 | | Target | 50th | 100 | | Threshold | 25th | 50 | | Below Threshold | Below 25th | 0 |

  102. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025 With target equity grant values of more than a majority of total target direct compensation in recent years and lengthy vesting periods, our NEOs are fully aligned with stockholders and have been similarly impacted by stock price underperformance in recent years See “NEO Compensation Tables - Outstanding Equity Awards at December 31, 2025” for information regarding outstanding equity awards held by our NEOs.

  103. Current Performance of Outstanding PSUs for NEOs

    Current Performance of Outstanding PSUs for NEOs The following graphic sets forth the rTSR performance of the Company compared to the applicable peer group based on performance through December 31, 2025, as well as the payout if the performance period ended as of such date. Actual payouts will be determined as of end of the performance period for the applicable PSUs.

  104. Current Performance of Outstanding PSUs for NEOs

    | Award | NEOs | Performance Period | Performance (as of December 31, 2025) | Payout (if period ended December 31, 2025) |

  105. Current Performance of Outstanding PSUs for NEOs

    | March 2023 | Beyer Garner Lalomia Shagory | March 1, 2023-2026 |

  106. Current Performance of Outstanding PSUs for NEOs

    | March 2024 | Beyer Garner Lalomia Shagory | March 1, 2024-2027 |

  107. Current Performance of Outstanding PSUs for NEOs

    | April 2024 | Beyer | April 24, 2024-2027 |

  108. Current Performance of Outstanding PSUs for NEOs

    | Jan 2025 | Beyer | January 2, 2025-2028 |

  109. Current Performance of Outstanding PSUs for NEOs

    | March 2025 | Garner Foust Lalomia Shagory | March 3, 2025-2028 |

  110. Current Performance of Outstanding PSUs for NEOs

    | | | | 42 | CONMED 2026 Proxy Statement |

  111. Current Performance of Outstanding PSUs for NEOs

    | Table of Contents | Compensation Discussion and Analysis |

  112. Mr. Beyer - Vesting and Performance Periods

    Mr. Beyer - Vesting and Performance Periods The following graphic sets forth the vesting and performance periods for outstanding stock options and PSUs held by Mr. Beyer.

  113. Mr. Beyer - Vesting and Performance Periods

    Mr. Beyer also has fully vested stock option awards with expiration dates of 2027-2030, with exercises prices ranging from $41.93 - 97.69. All vested and unvested stock options held by Mr. Beyer were out-of-the money as of December 31, 2025 (stock price as of December 31, 2025: $40.60).

  114. PSUs

    PSUs

  115. PSUs

    | Award Date | Performance Period | | | | | | Target PSUs | | | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | |

  116. PSUs

    | March 1, 2023 | Three-year period ending March 1, 2026 | 2,920 |

  117. PSUs

    | March 1, 2024 | Three-year period ending March 1, 2027 | 4,208 |

  118. PSUs

    | April 24, 2024 | Three-year period ending April 24, 2027 | 1,925 |

  119. PSUs

    | Jan 2, 2025 | Three-year period ending Jan 2, 2028 | 24,821 |

  120. PSUs

    | | | | CONMED 2026 Proxy Statement | 43 |

  121. PSUs

    | Compensation Discussion and Analysis | Table of Contents |

  122. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS As a general matter, all Company employees are employed on an “at-will” basis, and the Company does not enter into employment agreements except with respect to the enforcement of confidentiality, non-compete and non-solicitation covenants, and as may be customary in regions outside of the U.S. (as is the case with Mr. Beyer’s compensation arrangements).

  123. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN The Company maintains the Executive Severance Plan, which all of our NEOs were eligible to receive benefits from as of December 31, 2025. Mr. Lalomia was added to the plan as of January 1, 2025 in connection with Mr. Lalomia’s promotion as of such date. Specified severance is provided for a non-change in control termination of employment by the Company without cause, and for 24 months following a change in control for termination of employment by the Company without cause or by the participant for good reason. Benefits due to a participant under the Executive Severance Plan may be reduced or eliminated in the event the participant receives duplicative termination payments or benefits under any other plan, program, policy, individually negotiated agreement or other arrangement. See “NEO Compensation Tables - Potential Payments on Termination or Change in Control” for further information regarding such plan.

  124. Preliminary 2026 Equity Compensation Program

    Preliminary 2026 Equity Compensation Program In 2025, the Compensation Committee was focused on evaluating alternatives to address the challenges of equity holding power for NEOs, including Mr. Beyer, due all vested and unvested stock options being underwater and PSUs that tracked substantially at no payout Following discussion over multiple meetings to address program resiliency to achieve retention and motivation objectives during periods of stock price underperformance, as well as to be more consistent with market data, the Compensation Committee determined to revise the 2026 equity compensation by adding RSUs as an additional component and revising the weighting based on grant value as follows:

  125. OTHER NEOS

    (1)PSUs will continue to be earned and vested at the end of a three-year performance period from the grant date. (2)Stock options will vest ratably annually over four years beginning on the grant date. Previously, stock options vested over five years. (3)RSUs will vest ratably annually over three years beginning on the grant date. Prior RSUs for new hire grants had various vesting provisions.

  126. Policy on Equity Grant Timing

    Policy on Equity Grant Timing Consistent timing of broad-based equity grants reduces potential risks. The Company provides the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Generally, the Company grants equity incentive compensation awards on a predetermined schedule. In February of each year, the Compensation Committee reviews and approves the value and amount of the award to be granted. With respect to the CEO’s equity incentive compensation award, the independent members of the Board, review and approve the equity incentive compensation to be awarded. The grant of approved equity incentive compensation awards then typically occurs in March, which is usually after the filing of the Company’s Annual Report on Form 10-K. With respect to the CEO’s equity incentive compensation award, the independent members of the Board, do not take material nonpublic information into account when determining the timing and terms of equity incentive compensation awards. Instead, the timing of grants is in accordance with the yearly compensation cycle. Equity incentive compensation awards may occasionally be awarded on an off-cycle basis, including to new hires or promotions. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any coordination between the grant of an award and the release of material nonpublic information that could be expected to affect such award’s value is generally precluded by the predetermined schedule, using the methodology described above. During 2025, there were no stock option awards granted to any NEO within four business days preceding, or within one business day following, the filing of any report on Forms 10-K, 10-Q or an 8-K that discloses material nonpublic information.

  127. Summary Compensation Table in 2025, 2024 and 2023

    Summary Compensation Table in 2025, 2024 and 2023 The following table provides information regarding the compensation earned in 2025 2024 and 2023 by the NEOs, which includes the Chief Executive Officer, the Chief Financial Officer and the three other most highly compensated executive officers in 2025 who were serving as executive officers as of December 31, 2025.

  128. Summary Compensation Table in 2025, 2024 and 2023

    | Name and Principal Position | Year | Salary3 ($) | Bonus ($) | Stock Awards4 ($) | Option Awards5 ($) | Non-Equity Incentive Plan Compensation6 ($) | All Other Compensation7 ($) | Total ($) | | Patrick J. Beyer1 President and Chief Executive Officer | 2025 | 891,100 | — | 2,499,971 | 2,499,977 | 1,129,469 | 614,356 | 7,634,873 | | | 2024 | 584,833 | — | 699,883 | 2,099,802 | 398,331 | 517,236 | 4,300,085 | | | 2023 | 548,926 | — | 425,064 | 1,274,951 | 505,300 | 545,070 | 3,299,311 | | Todd W. Garner Executive Vice President, Finance and Chief Financial Officer | 2025 | 610,000 | — | 500,096 | 1,499,990 | 659,354 | 27,956 | 3,297,396 | | | 2024 | 565,776 | — | 2,099,933 | 1,499,807 | 397,860 | 79,337 | 4,642,713 | | | 2023 | 538,971 | — | 425,064 | 1,274,951 | 579,057 | 53,821 | 2,871,864 | | Hollie Foust Executive Vice President, General Counsel and Corporate Secretary | 2025 | 457,500 | — | 250,005 | 750,007 | 378,159 | 7,105 | 1,842,776 | | Brent Lalomia2 Executive Vice President, Regulatory Affairs, Quality Assurance, Clinical Affairs, and Commercial Operations | 2025 | 424,499 | 50,000 | 218,721 | 656,238 | 276,073 | 37,245 | 1,662,776 | | | 2024 | 317,700 | — | 212,551 | 637,427 | 175,073 | 49,608 | 1,392,359 | | Peter K. Shagory Executive Vice President, Strategy and Corporate Development | 2025 | 385,963 | — | 212,534 | 637,499 | 320,529 | 7,264 | 1,563,789 | | | 2024 | 368,725 | — | 212,551 | 637,427 | 198,230 | 7,112 | 1,424,045 |

  129. Summary Compensation Table in 2025, 2024 and 2023

    (1)Mr. Beyer is located in the U.K. The amounts shown in this table are expressed in U.S. dollars, although all of Mr. Beyer’s cash compensation (base salary and bonus) is paid in British pounds. This was converted to U.S. dollars using the spot exchange rates as of the last trading day of the year: £0.7466 (December 31, 2025), £0.7961 (December 31, 2024) and £0.7868 (December 29, 2023) to U.S. $1.00. (2)Mr. Lalomia received a one-time cash bonus to recognize the additional responsibilities Mr. Lalomia temporarily assumed by leading the Global Operations team during a portion of 2025. (3)Salary reflects actual salary earned for the calendar year. Salary levels may be adjusted annually, typically in March. (4)Stock Awards reflect the grant date fair value of RSUs and PSUs in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The grant date fair value of RSUs is based on the closing stock price on the grant date. The grant date fair value of PSUs is based on a Monte Carlo valuation model at the grant date. The single grant-date fair value of a PSU computed by this valuation method is recognized by the Company in accounting for the awards regardless of the actual future outcome of the rTSR feature and, therefore, there is no separate maximum grant date fair value to report herein. The assumptions made in the valuation of these awards are set forth in Note 9 to the consolidated financial statements in the 2025 Annual Report. (5)Option Awards reflect the grant date fair value of stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. The assumptions made in the valuation of these awards are set forth in Note 9 to the consolidated financial statements in the 2025 Annual Report. (6)Non-Equity Incentive Plan Compensation represents amounts earned and paid under the Company’s Executive Bonus Plan in the applicable year.

  130. Summary Compensation Table in 2025, 2024 and 2023

    | | | | 48 | CONMED 2026 Proxy Statement |

  131. Summary Compensation Table in 2025, 2024 and 2023

    | Table of Contents | NEO Compensation Tables |

  132. Summary Compensation Table in 2025, 2024 and 2023

    (7)All other compensation is described in the chart below.

  133. Summary Compensation Table in 2025, 2024 and 2023

    | | 401(k) Employer Contributionsa ($) | Benefit Restoration Plan Employee Contributionsb ($) | Other Paymentsc ($) | Total All Other Compensation ($) | | Patrick J. Beyer | – | – | 614,356 | 614,356 | | Todd W. Garner | – | 27,851 | 105 | 27,956 | | Hollie Foust | 7,000 | — | 105 | 7,105 | | Brent Lalomia | 7,000 | 30,110 | 135 | 37,245 | | Peter K. Shagory | 7,000 | – | 264 | 7,264 |

  134. Summary Compensation Table in 2025, 2024 and 2023

    (a)Amounts represent 2025 Company matching contributions to employee 401(k) plan accounts on the same terms offered to all other employees. (b)Amounts represent 2025 Company matching contributions to the Benefits Restoration Plan. (c)For Mr. Beyer in 2025, other payments include: (i) retirement plan payments of $243,740 for participation in a program designed to compensate Mr. Beyer in a similar fashion as the Benefits Restoration Plan in accordance with practices in the U.K.; (ii) payments in respect of Mr. Beyer’s U.K. car as provided for in the Amended Beyer Service Agreement; (iii) $128,555 representing costs associated with personal air travel; (iv) $81,600 representing the rental cost of a Company-provided apartment; (v) a supplemental payment to cover the projected cost for health insurance under standard employees plans made available to employees in the U.S.; (vi) the cost of a rental car the Company provided for use in Largo, Florida; (vii) $105,430 related to tax gross-ups on the portion of certain other payments deemed taxable in the U.S.; (viii) a recognition gift; and (ix) payment for tax preparation services given the complexities of Mr. Beyer’s role and (x) the personal portion of a business trip All other compensation does not include the costs for health insurance, long-term disability insurance, life insurance and other benefits generally available to other employees on the same terms as those offered to the officers listed above.

  135. Summary Compensation Table in 2025, 2024 and 2023

    | | | | CONMED 2026 Proxy Statement | 49 |

  136. Summary Compensation Table in 2025, 2024 and 2023

    | NEO Compensation Tables | Table of Contents |

  137. Grants of Plan-Based Awards Table in 2025

    Grants of Plan-Based Awards Table in 2025 The table below provides information on the cash and equity awards granted to our NEOs during 2025. Information regarding the terms of these awards can be found under the headings “2025 Executive Bonus Plan” and “2025 Equity Compensation” in the CD&A.

  138. Grants of Plan-Based Awards Table in 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Option Awards: Number of Securities Underlying Options3 (#) | Exercise or Base Price of Option Awards4 ($) | Grant Date Fair Value of Stock and Option Awards5 ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Patrick J. Beyer | 1/2/2025 | — | — | — | — | — | — | 86,355 | 67.35 | 2,499,977 | | | 1/2/2025 | — | — | — | 12,411 | 24,821 | 49,642 | — | — | 2,499,971 | | | NA | 356,440 | 891,100 | 1,782,199 | — | — | — | — | — | — | | Todd W. Garner | 3/3/2025 | — | — | — | — | — | — | 61,475 | 58.33 | 1,499,990 | | | 3/3/2025 | — | — | — | 2,870 | 5,739 | 11,478 | — | — | 500,096 | | | NA | 208,080 | 520,200 | 1,040,400 | — | — | — | — | — | — | | Hollie Foust | 3/3/2025 | — | — | — | — | — | — | 30,738 | 58.33 | 750,007 | | | 3/3/2025 | — | — | — | 1,435 | 2,869 | 5,738 | — | — | 250,005 | | | NA | 119,340 | 298,350 | 596,700 | — | — | — | — | — | — | | Brent Lalomia | 3/3/2025 | — | — | — | — | — | — | 26,895 | 58.33 | 656,238 | | | 3/3/2025 | — | — | — | 1,255 | 2,510 | 5,020 | — | — | 218,721 | | | NA | 92,448 | 231,120 | 462,240 | — | — | — | — | — | — | | Peter K. Shagory | 3/3/2025 | — | — | — | — | — | — | 26,127 | 58.33 | 637,499 | | | 3/3/2025 | — | — | — | 1,220 | 2,439 | 4,878 | — | — | 212,534 | | | NA | 101,153 | 252,883 | 505,765 | — | — | — | — | — | — |

  139. Grants of Plan-Based Awards Table in 2025

    (1)Amounts in these columns represent the threshold, target and maximum possible payouts under the Company’s Executive Bonus Plan. The target bonus is based on a percentage of the NEO’s base salary on December 31, 2025, with a possible payout range of 40% (threshold) to 200% (maximum) of such target bonus. Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, Mr. Beyer’s non-equity incentive plan compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as the last trading day of the year, £0.7466 (December 31, 2025) to U.S. $1.00. (2)Amounts in these columns represent the threshold (50% payout), target and maximum (200%) future payouts of PSUs, which can be earned based on the achievement of pre-established performance goals for the 2025 to 2027 performance period. The number of PSUs earned could be zero if performance is below threshold. (3)Amounts represent the total number of shares subject to stock options granted. Stock option awards granted in 2025 vest ratably annually over a period of five years. (4)Represents the closing market price of a share of Common Stock on the grant date of the stock option. (5)Amounts in this column reflect the grant date fair value of stock options and PSUs in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. See notes 4 and 5 to the Summary Compensation Table.

  140. Grants of Plan-Based Awards Table in 2025

    | | | | 50 | CONMED 2026 Proxy Statement |

  141. Grants of Plan-Based Awards Table in 2025

    | Table of Contents | NEO Compensation Tables |

  142. Grants of Plan-Based Awards Table in 2025

    Narrative to Summary Compensation Table and Grant of Plan-Based Awards

  143. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  144. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards1 | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable2 (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested2 (#) | Market Value of Shares or Units of Stock That Have Not Vested3 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested4 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested5 ($) | | Patrick J. Beyer | 3/1/2017 | 57,000 | — | 41.93 | 3/1/2027 | — | — | ─ | ─ | | | 3/1/2018 | 57,000 | — | 59.96 | 3/1/2028 | — | — | ─ | ─ | | | 3/1/2019 | 56,000 | — | 78.76 | 3/1/2029 | — | — | ─ | ─ | | | 3/1/2020 | 55,000 | — | 97.69 | 3/2/2030 | — | — | ─ | ─ | | | 3/1/2021 | 37,400 | 9,350 | 122.55 | 3/1/2031 | — | — | ─ | ─ | | | 3/1/2022 | 33,000 | 22,000 | 144.55 | 3/1/2032 | — | — | ─ | ─ | | | 3/1/2023 | 12,884 | 19,328 | 96.16 | 3/1/2033 | — | — | 487 | 19,772 | | | 3/1/2024 | 8,935 | 35,742 | 79.95 | 3/1/2034 | — | — | 1,403 | 56,962 | | | 4/24/2024 | 4,012 | 16,048 | 70.01 | 4/24/2034 | — | — | 1,284 | 52,130 | | | 1/2/2025 | — | 86,355 | 67.35 | 1/2/2035 | — | — | 12,411 | 503,887 | | Todd W. Garner | 1/2/2018 | 5,100 | — | 50.61 | 1/2/2028 | — | — | — | — | | | 3/1/2019 | 48,000 | — | 78.76 | 3/1/2029 | — | — | — | — | | | 3/2/2020 | 53,000 | — | 97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 36,040 | 9,010 | 122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 33,000 | 22,000 | 144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 12,884 | 19,328 | 96.16 | 3/1/2033 | — | — | 487 | 19,772 | | | 3/1/2024 | 8,935 | 35,742 | 79.95 | 3/1/2034 | — | — | 1,403 | 56,962 | | | 11/1/2024 | — | — | — | — | 15,227 | 618,216 | ─ | ─ | | | 3/3/2025 | — | 61,475 | 58.33 | 3/3/2035 | — | — | 2,870 | 116,522 | | Hollie Foust | 11/4/2024 | — | — | — | — | 4,000 | 163,920 | — | — | | | 3/3/2025 | — | 30,738 | 58.33 | 3/3/2035 | — | — | 1,435 | 58,261 | | Brent Lalomia | 6/17/2019 | 2,500 | ─ | 83.15 | 6/17/2029 | — | — | — | — | | | 3/2/2020 | 4,000 | ─ | 97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 3,200 | 800 | 122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 4,800 | 3,200 | 144.55 | 3/1/2032 | — | — | — | — | | | 3/7/2022 | ─ | ─ | ─ | ─ | 75 | 3,074 | — | — | | | 3/1/2023 | 4,926 | 7,391 | 96.16 | 3/1/2033 | — | — | 186 | 7,552 | | | 3/1/2024 | 3,797 | 15,191 | 79.95 | 3/1/2034 | — | — | 597 | 24,238 | | | 3/3/2025 | ─ | 26,895 | 58.33 | 3/3/2035 | — | — | 1,255 | 50,953 | | Peter K. Shagory | 3/1/2017 | 9,435 | ─ | 41.93 | 3/1/2027 | — | — | — | — | | | 3/1/2018 | 14,040 | ─ | 59.96 | 3/1/2028 | — | — | — | — | | | 3/1/2019 | 14,160 | ─ | 78.76 | 3/1/2029 | — | — | — | — | | | 3/1/2020 | 14,950 | ─ | 97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 15,640 | 3,910 | 122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 12,000 | 8,000 | 144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 6,063 | 9,096 | 96.16 | 3/1/2033 | — | — | 229 | 9,297 | | | 3/1/2024 | 3,797 | 15,191 | 79.95 | 3/1/2034 | — | — | 597 | 24,238 | | | 3/3/2025 | — | 26,127 | 58.33 | 3/3/2035 | — | — | 1,220 | 49,532 |

  145. Outstanding Equity Awards at December 31, 2025

    (1)Stock options for all NEOs vest ratably annually over five years beginning on the grant date. (2)RSUs for Mr. Garner and Ms. Foust vest ratably annually over two years beginning on the grant date. RSUs for Mr. Lalomia vest ratably annually over four years beginning on the grant date.

  146. Outstanding Equity Awards at December 31, 2025

    | | | | 52 | CONMED 2026 Proxy Statement |

  147. Outstanding Equity Awards at December 31, 2025

    | Table of Contents | NEO Compensation Tables |

  148. Outstanding Equity Awards at December 31, 2025

    (3)Calculated by multiplying the number of unvested RSUs by $40.60, the closing stock price of the Common Stock on the NYSE on December 31, 2025, the last trading day of the year. (4)PSUs for all NEOs are earned and vested at the end of a three-year performance period from the grant date. (5)Calculated by multiplying (a) $40.60, the closing stock price of the Common Stock on the NYSE on December 31, 2025, the last trading day of the year, and (b) the number of PSU awards at the following performance levels based on estimated achievement as of December 31, 2025: threshold for the 2023 PSUs; threshold for the March 2024 PSUs; target for the April 2024 PSUs, threshold for the January 2025 PSUs; and threshold for the March 2025 PSUs.

  149. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The table below shows information regarding the value realized by each of our NEOs upon the exercise of stock options, as well as the vesting of stock awards, in 2025. The number of shares of the Common Stock purchased or acquired and the value received excludes the payment of any fees, commissions or taxes.

  150. Option Exercises and Stock Vested in 2025

    | | Option Awards1 | | Stock Awards3 | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise2 ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting4 ($) | | Patrick J. Beyer | ─ | ─ | ─ | ─ | | Todd W. Garner | ─ | ─ | 7,500 | 330,000 | | Hollie Foust | ─ | ─ | 4,000 | 182,840 | | Brent Lalomia | ─ | ─ | 75 | 4,706 | | Peter K. Shagory | 4,500 | 15,345 | ─ | ─ |

  151. Option Exercises and Stock Vested in 2025

    (1)Amount relates to stock options or stock appreciation rights exercised during 2025. (2)Calculated by multiplying (a) the number of shares of the Common Stock purchased by (b) the difference between (i) the closing stock price of the Common Stock on the NYSE on the date of exercise and (ii) the exercise price of the stock option. (3)Amount relates to RSUs that vested during 2025. (4)Calculated by multiplying the number of shares of the Common Stock received upon the vesting of RSUs by the closing stock price of the Common Stock on the NYSE on the date of vesting.

  152. Non-Qualified Deferred Compensation in 2025

    Non-Qualified Deferred Compensation in 2025 The table below shows the executive contributions, Company contributions and aggregate earnings related to deferred compensation for all of our NEOs during 2025. Effective January 1, 2010, the Company began offering a Benefits Restoration Plan to eligible employees, including all NEOs, except Mr. Beyer, who participates in a program designed to compensate Mr. Beyer in a similar fashion in accordance with practices in the U.K. The Benefits Restoration Plan provides the opportunity to defer receipt of up to 50% of base salary and up to 100% of bonus compensation and to receive matching contributions from the Company that would otherwise be unavailable under the 401(k) plan because of limits imposed by the Internal Revenue Code. A participant is 100% vested in the participant’s contributions and any earnings. The vesting requirements align with those of the Retirement Savings Plan, which provides for vesting of 20% of any Company contributions for each year of service, such that an employee is 100% vested in any Company contribution after five years of service. Earnings on all amounts in the Benefits Restoration Plan are based on the returns of the investment choices made by the participants. No guaranteed interest rates or returns are provided on investments in the Benefits Restoration Plan. Participants can elect to receive their Benefits Restoration Plan payouts upon separation from the Company in a lump sum or installments over five years.

  153. Non-Qualified Deferred Compensation in 2025

    | Name | Executive Contributions in Last FY1 ($) | Registrant Contributions in Last FY2 ($) | Aggregate Earnings in Last FY3 ($) | Aggregate Withdrawals/Distributions4 ($) | Aggregate Balance at Last FYE ($) | | Patrick J. Beyer | — | — | --- | --- | — | | Todd W. Garner | — | 27,851 | 156,144 | --- | 1,086,095 | | Hollie Foust | — | | --- | --- | — | | Brent Lalomia | 28,000 | 30,110 | 13,525 | --- | 107,373 | | Peter K. Shagory | — | — | 5,277 | --- | 46,447 |

  154. Non-Qualified Deferred Compensation in 2025

    (1)Executive contributions related to the Benefits Restoration Plan each year are reported in the Salary column in the Summary Compensation Table.

  155. Non-Qualified Deferred Compensation in 2025

    | | | | CONMED 2026 Proxy Statement | 53 |

  156. Non-Qualified Deferred Compensation in 2025

    | NEO Compensation Tables | Table of Contents |

  157. Non-Qualified Deferred Compensation in 2025

    (2)Registrant contributions related to the Benefits Restoration Plan each year are reported in the All Other Compensation column in the Summary Compensation Table. (3)None of the earnings are above-market or preferential, and therefore such amounts are not reported in the Summary Compensation Table. (4)Aggregate withdrawals and distributions are not reported in the Summary Compensation Table.

  158. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control The information below describes an estimate of certain compensation that would have been payable to each NEO as of December 31, 2025 if such person’s employment was terminated as of such date. Such compensation is in addition to any benefits available generally to salaried employees. Mr. Garner ceased serving as Chief Financial Officer as of March 15, 2026. He entered into a transition letter agreement in connection with his continued service in 2026 in such role and thereafter as a consultant. This section does not reflect such agreement given the timing of such matters.

  159. Termination/No Change in Control

    | Name | Salary Continuation or Severance ($) | Intrinsic Value of Unvested Stock Awards1 ($) | Intrinsic Value of Unvested Options2 ($) | Total ($) | | Patrick J. Beyer3 | 3,254,221 | 1,213,331 | — | 4,467,552 | | Todd W. Garner | 1,710,919 | 1,004,688 | — | 2,715,607 | | Hollie Foust | 1,255,738 | 278,881 | — | 1,534,619 | | Brent Lalomia | 635,783 | 168,490 | — | 804,273 | | Peter K. Shagory | 648,433 | 166,054 | — | 814,487 |

  160. Termination/Change in Control

    | Name | Salary Continuation or Severance ($) | Intrinsic Value of Unvested Stock Awards1 ($) | Intrinsic Value of Unvested Options2 ($) | Value of Unvested Company Benefits Restoration Plan Contributions ($) | Total ($) | | Patrick J. Beyer3 | 4,636,729 | 1,213,331 | — | — | 5,850,060 | | Todd W. Garner | 2,893,569 | 1,004,688 | — | — | 3,898,256 | | Hollie Foust | 2,092,897 | 278,881 | — | — | 2,371,778 | | Brent Lalomia | 1,240,636 | 168,490 | — | — | 1,409,126 | | Peter K. Shagory | 1,330,303 | 166,054 | — | — | 1,496,357 |

  161. Pay Ratio

    Pay Ratio We are required by Item 402(u) of Regulation S-K to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. During 2025, the principal executive officer of the Company was Patrick J. Beyer. For 2025, Mr. Beyer’s annual total compensation was $7,634,873 and our median employee’s annual total compensation was approximately $50,348 resulting in an estimated pay ratio of 152:1. Given there was no change in the Company’s employee population or employee compensation arrangements as of December 31, 2025 that the Company believes would result in a significant change to the pay ratio disclosure, the same median employee was used for the 2025 analysis as was used for the prior two years. We identified the median employee in 2023 by using the taxable earnings of all 3,840 active employees of the Company and its consolidated subsidiaries (excluding our prior CEO) as of December 31, 2023, whether employed full-time or part-time. Taxable earnings consisted of: (i) base salary, (ii) the target bonus, commission and/or management bonus paid during the period and (iii) other miscellaneous compensation items. Where applicable, currency of earnings was converted to U.S. dollars using an exchange rate as of our determination date. After identifying our median employee, who is located in the U.S., we calculated the 2025 annual total compensation for both the median employee and Mr. Beyer using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  162. Pay Versus Performance

    Pay Versus Performance The Company’s executive compensation has been highly correlated with the Company’s performance. Each year, the Compensation Committee assesses the performance of the Company over time, the prior year’s performance, as well as the anticipated performance in the coming year to determine the appropriate level of compensation. The Pay versus Performance table below shows the strong link between Compensation Actually Paid (“CAP”) and the performance of the Company. The strong correlation between TSR and CAP results from two factors: (i) the role of revenue growth and adjusted diluted net earnings per share in driving the executive bonus plan payouts; and (ii) the fact that the NEOs do not realize value from stock options unless stockholders also see an increase in the stock price, which is the sole driver of value for the stock options (as we do not allow for dividend equivalents for unvested stock options). The Company added PSUs to its long-term incentive compensation program in 2023. These PSUs will be earned and vest based on the relative performance of the Company’s TSR compared to an index of similar companies.

  163. Pay Versus Performance

    | Year | Summary Compensation Table (SCT) Total for PEO1 ($) | Compensation Actually Paid to PEO2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs3 ($) | Total Shareholder Return4 ($) | Peer Group Total Shareholder Return4 ($) | Net Income (Loss) (in $M) | Adjusted Diluted Net Earnings (Loss) Per Share5 ($) | | 2025 | 7,634,873 | 2,516,627 | 2,091,684 | 640,936 | 37.86 | 126.87 | 47.1 | 4.59 | | 2024 | 7,366,555 | (4,765,014) | 2,766,144 | (45,286) | 63.84 | 137.81 | 132.4 | 4.17 | | 2023 | 7,764,615 | 13,280,569 | 2,498,754 | 3,900,605 | 101.04 | 124.22 | 64.5 | 3.45 | | 2022 | 7,835,495 | (8,291,607) | 3,060,984 | (792,323) | 81.19 | 113.92 | (80.6) | 2.65 | | 2021 | 9,374,480 | 23,174,447 | 2,345,015 | 5,176,896 | 128.81 | 140.40 | 62.5 | 3.21 |

  164. Pay Versus Performance

    | | | | 58 | CONMED 2026 Proxy Statement |

  165. Pay Versus Performance

    | Table of Contents | NEO Compensation Tables |

  166. Pay Versus Performance

    (1)The PEO and Non-PEO NEOs included in the above table reflect the following:

  167. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Patrick J. Beyer | Todd W. Garner, Hollie Foust, Brent Lalomia, Peter K. Shagory | | 2024 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen, Peter K. Shagory, Brent Lalomia | | 2023 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen | | 2022 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen | | 2021 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Daniel S. Jonas |

  168. Pay Versus Performance

    (2)The following table sets forth the adjustments made to the SCT Total for the PEO during 2025 to determine CAP to the PEO, with “fair value” calculated in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, as of the end of the specified period.

  169. Pay Versus Performance

    | Fiscal Year | 2025 ($) | | SCT Total | 7,634,873 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (4,999,948) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 2,178,924 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (2,032,144) | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (265,078) | | Compensation Actually Paid | 2,516,627 |

  170. Pay Versus Performance

    (3)The following table sets forth the adjustments made to the SCT Total for Non-PEO NEOs during 2025 to determine CAP to Non-PEO NEOs, with “fair value” calculated in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC as of the end of the specified period.

  171. Pay Versus Performance

    | Fiscal Year | 2025 ($) | | SCT Total | 2,091,684 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,181,273) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 725,939 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (840,440) | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (154,975) | | Compensation Actually Paid | 640,936 |

  172. Pay Versus Performance

    (4)Pursuant to Item 402(v) of Regulation S-K, each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2020. The Peer Group referenced for purposes of TSR comparisons reflects the group of companies in the S&P 500 Health Care Equipment Index, which is the industry peer group as reflected in the 2025 Annual Report. (5)Adjusted diluted net earnings per share (“EPS”) is a financial measure that the Company believes is an important performance measure to link compensation actually paid to the PEO and non-PEO NEOs to the Company’s performance. Adjusted diluted net EPS is a non-GAAP measure. Refer to the “GAAP to Non-GAAP Reconciliations” section of this Proxy Statement for the most directly comparable GAAP measure, GAAP diluted earnings (loss) per share.