DEF 14A of Alphatec Holdings, Inc., Apr 25, 2025

DEF 14A of Alphatec Holdings, Inc.

Filed Apr 25, 2025 · FY20240000950170-25-058724

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board of Directors currently consists of ten directors, all of whose terms of office expire at the Annual Meeting. One of our current directors—Evan Bakst—was appointed to the Board of Directors by L-5 Healthcare pursuant a right held by L-5 Healthcare to appoint up to one member of the Board of Directors so long as L-5 Healthcare and its affiliates beneficially own at least 7.5% of our common stock on a fully diluted basis. As of the date of distribution of the Notice and these proxy materials to stockholders on or about May 1, 2025, L-5 Healthcare and its affiliates beneficially own less than 7.5% of our common stock on a fully diluted basis. Accordingly, our Nominating and Corporate Governance Committee recommended, and our Board of Directors approved, the nomination of the following nine nominees for election at the Annual Meeting: Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, Jeffrey P. Rydin, Keith Valentine, and Ward W. Woods. Set forth below are their ages, their offices in the Company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Each nominated director is elected to serve until our next annual meeting of stockholders or the sooner of his or her resignation or the date when his or her successor is duly appointed and qualified. Additionally, set forth below is information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director.

  2. Board of Directors

    | Name | Age | | Mortimer Berkowitz III, Lead Director (1)(2)(4) | 71 | | Quentin Blackford (2)(3)(4) | 46 | | David Demski | 67 | | Karen K. McGinnis (2)(3)(4) | 58 | | Patrick S. Miles, President, Chief Executive Officer and Chairman of the Board | 59 | | David R. Pelizzon (4) | 69 | | Jeffrey P. Rydin (4) | 58 | | Keith Valentine (1)(4) | 57 | | Ward W. Woods (3)(4) | 82 |

  3. Board of Directors

    (1) Member of the Nominating and Corporate Governance Committee. Mr. Berkowitz is Chair of the Committee. (2) Member of the Audit Committee. Ms. McGinnis is Chair of the Committee. (3) Member of the Compensation Committee. Mr. Woods is the Chair of the Committee. Independent director under Nasdaq rules. Mortimer Berkowitz III has served as Lead Director since October 2017 and as a Director since March 2005. Mr. Berkowitz served as the Chair of the Board of Directors from April 2007 through July 2011 and again from December 2016 to October 2017. He is Managing Partner of InnovaHealth Partners, LP, a private equity firm he founded in January 2017. Mr. Berkowitz also is a Managing Member of HGP, LLC — the general partner of HealthpointCapital Partners, LP, a private equity firm — and President, a member of the Board of Managers and a Managing Director of HealthpointCapital, LLC. He has held the position with HGP, LLC from its formation in August 2002, the positions of Managing Director and member of the Board of Managers of HealthpointCapital, LLC from its formation in July 2002 and the position of President of HealthpointCapital, LLC beginning February 2005. From 1990 to 2002, Mr. Berkowitz was Managing Director and co-founder of BPI Capital Partners, LLC, a private equity firm. Prior to 1990, Mr. Berkowitz spent 11 years in the investment banking industry with Goldman, Sachs & Co. (1979-1982), Lehman Brothers Incorporated (1982-1987) and Merrill Lynch & Co. (1987-1990). Mr. Berkowitz has served as Chairman of the Board of Directors of Blue Belt Holdings, Inc., a surgical robotics company, since 2011, of BioHorizons, Inc., a dental implant company, since 2006 and of OrthoSpace, a sports medicine company, since 2015, and as a director of ProSomnus, Inc., a sleep technology company, from 2006 to 2022, all of which are or were (prior to acquisition) HealthpointCapital portfolio companies. He has served as Chairman of Koelis, S.A., a prostate cancer diagnosis and treatment company, since 2019, Lead Director of Channel MedSystems, Inc., a women's health company, since 2021, a director of Radiaction Medical, a radiation protection technology company, since January 2020 and a director of Monteris Medical, a neurosurgery technology company, since 2022, all of which are InnovaHealth Partners portfolio companies. Mr. Berkowitz earned an M.B.A. degree from the Columbia Graduate School of Business and a B.A. degree from Harvard. The Board of Directors selected Mr. Berkowitz to serve on the Board of Directors because it believes his investment and financial expertise and experience in the medical technology sector and, specifically, the spine industry contribute to the breadth of knowledge of the Board of Directors. Quentin Blackford has served as a director since October 2017. He currently serves as the Chief Executive Officer of iRhythm Technologies, Inc., a leading digital healthcare solutions company focused on the advancement of cardiac care. Prior to joining iRhythm in October 2021, Mr. Blackford served (from March 2021) as Chief Operating Officer and (from August 2017 to March 2021) as Chief Financial Officer of DexCom, Inc., a company focused on developing and marketing continuous glucose monitoring systems for ambulatory use by people with diabetes and by healthcare providers. Prior to joining DexCom, Inc. in August 2017, Mr. Blackford served since August 2016 as the Executive Vice President, Chief Financial Officer, Head of Strategy and Corporate Integrity of NuVasive, Inc., a medical device company focused on developing minimally disruptive surgical products and procedures for the spine. In this role, Mr. Blackford was responsible for leading NuVasive, Inc.’s Finance, Strategy and Corporate Development, Compliance and Regulatory functions. From August 2014 until August 2016, Mr. Blackford served as NuVasive, Inc.’s Executive Vice President and Chief Financial Officer. From July 2012 to August 2014, Mr. Blackford served as NuVasive, Inc.’s Executive Vice President of Finance and Investor Relations, and from January 2011 to June 2012, he served as NuVasive, Inc.’s Vice President, Finance. Mr. Blackford joined NuVasive, Inc. in 2009 as its Corporate Controller and was previously employed at Zimmer Holdings, Inc., including most recently as the Director of Finance and Controller for Zimmer’s Dental Division. Since July 2022, Mr. Blackford has served as a director of Paragon 28, Inc. (NYSE: FNA), a leading medical device company exclusively focused on the foot and ankle orthopedic market. He obtained his Certified Public Accounting license (currently inactive) following the achievement of dual B.S. degrees in Accounting and Business Administration, with an emphasis in Accounting, from Grace College. The Board of Directors selected Mr. Blackford to serve on the Board of Directors because it believes that his knowledge and experience in the areas of finance, strategy and corporate development, along with his knowledge and experience in the medical device industry contribute to the breadth of knowledge of the Board of Directors. David Demski has served as a director since October 2023. Mr. Demski has over 20 years’ direct industry experience. Most recently, Mr. Demski served on the Board of Directors of Globus Medical (from 2003 to April 2022). From August 2017 to April 2022, Mr. Demski served as Globus Medical’s Chief Executive Officer and, from April 2019 to April 2022, as its President. Previously, Mr. Demski served as Globus Medical’s Chief Financial Officer from 2003 to 2008 and President and Chief Operating Officer from 2008 to 2015 and as President, Emerging Technologies from 2015 to 2017. Prior to joining Globus Medical, Mr. Demski founded Cornerstone Capital LBO Fund, a boutique leveraged buyout consultancy. Mr. Demski’s experience also includes serving as Vice President for Gilo Ventures, a Silicon Valley-based venture capital fund, and serving as Chief Operating Officer of Rendall and Associates, a telecommunications-focused consulting firm. Mr. Demski also managed regional and international distribution for Domino’s Pizza during the company’s growth in the late 1980s. Previously Mr. Demski was an audit supervisor for Peat, Marwick, Mitchell & Company. Mr. Demski also served on the Board of Directors at Axonics, Inc. (Nasdaq: AXNX), a global medical technology company that developed novel products for the treatment of bladder and bowel dysfunction, from January 2021 until its sale to Boston Scientific Corporation in November 2024. Mr. Demski also serves on the Board of Paragon 28, Inc. (NYSE: FNA), a leading medical device company exclusively focused on the foot and ankle orthopedic market. Mr. Demski received a B.S. degree in Business Administration from the University of Michigan and an M.B.A. from Stanford Graduate School of Business. The Board of Directors selected Mr. Demski to serve on the Board of Directors because it believes that his extensive leadership and experience in the medical device industry, as well as his prior experience in the investing and auditing industries, brings relevant strategic planning, financial, operations and leadership skills to the Board of Directors.

  4. Board of Directors

    Karen K. McGinnis has served as a director since June 2019. Ms. McGinnis has over 30 years of experience, including serving in executive operational and finance roles at international public companies. In April 2021, Ms. McGinnis retired from Illumina, Inc., a leader in sequencing- and array-based solutions for genetic and genomic analysis, where she served as Chief Accounting Officer since November 2017. She currently serves on the boards of Absci Corporation (Nasdaq: ABSI), a generative artificial intelligence (AI) drug creation company that combines AI with scalable wet lab technologies to create better biologics for patients, faster, where she is Chair of the Audit Committee and a member of the Compensation Committee. She previously served on the boards of Sonendo, Inc., a medical technology company focused on saving teeth from tooth decay, and Biosplice Therapeutics, Inc., a clinical-stage biotechnology company pioneering therapeutics based on alternative pre-mRNA splicing for major diseases. Prior to joining Illumina in November 2017, Ms. McGinnis served from February 2016 to April 2017 as Director, President and Chief Executive Officer of Mad Catz Interactive, Inc. a global provider of innovative interactive entertainment products. From June 2013 through February 2016, Ms. McGinnis served as Mad Catz’ Chief Financial Officer. Prior to joining Mad Catz, Ms. McGinnis served from November 2009 through May 2013 as Chief Accounting Officer of Cymer, Inc., the world’s leading supplier of light sources used in the photolithography process for semiconductor or chip manufacturing until its acquisition in 2013. Ms. McGinnis also served as Chief Accounting Officer for Insight Enterprises, Inc., from September 2006 until March 2009, its Senior Vice President of Finance from 2001 through September 2006 and its Vice President of Finance from 2000 through 2001. Ms. McGinnis is a Certified Public Accountant and earned her B.B.A. degree in Accounting from the University of Oklahoma. The Board of Directors selected Ms. McGinnis to serve on the Board of Directors because it believes that her knowledge and experience in international public companies as well as her operating, investment and financial expertise contribute to the breadth of knowledge of the Board of Directors. Patrick S. Miles has served as the Chairman and Chief Executive Officer since March 2018. He served as the Executive Chairman from October 2017 to March 2018. Mr. Miles has over 30 years of experience in the orthopedic industry and most recently served, from September 2016 to September 2017, as the Vice Chairman of NuVasive, Inc. where he was responsible for enhancing that company’s strategic plans for the future of spine surgery and supporting technology development. Mr. Miles also served as a member of NuVasive, Inc.’s Board of Directors from August 2015 until his resignation in September 2017. From February 2015 to August 2016, Mr. Miles served as NuVasive, Inc.’s President and Chief Operating Officer. He previously served as NuVasive, Inc.’s President of Global Products and Services from October 2011 to January 2015, President of the Americas from January 2010 to September 2011, Executive Vice President of Product Marketing and Development from January 2007 to December 2009, Senior Vice President of Marketing from December 2004 to January 2007, and as its Vice President, Marketing from January 2001 to December 2004. Prior to those positions, he served as Director of Marketing for ORATEC Interventions, Inc., a medical device company, and as a Director of Marketing for Minimally Invasive Systems and Cervical Spine Systems for Medtronic Sofamor Danek and held several positions with Smith & Nephew. Mr. Miles received a B.S. degree in Finance from Mercer University. The Board of Directors selected Mr. Miles to serve on the Board of Directors because it believes that he possesses specific attributes, perspective and experience gained as an executive and director of both private and publicly traded medical device companies, as well as the perspective and experience he brings as Chairman and Chief Executive Officer of the Company, that qualify him to serve as the Chairman of the Board of Directors. David R. Pelizzon has served as a director since June 2020. Mr. Pelizzon has served since 2008 as President and member of the Managing Committee of Squadron Capital, an investment firm that primarily manages direct investments in operating companies, private equity funds and special situations. He also has served since 2011 as a member of the Board of Directors of OrthoPediatrics, a company exclusively focused on advancing the field of pediatric orthopedics. From 2005 to 2008, Mr. Pelizzon served as the Managing Director of Precision Edge Holdings, a subsidiary of Colson Associates. Mr. Pelizzon is a retired U.S. Army officer who served nearly 30 years on active duty in airborne and special operations units. Mr. Pelizzon is a graduate of the U.S. Military Academy and earned advanced degrees from Harvard University and the U.S. Naval War College. The Board of Directors selected Mr. Pelizzon to serve on the Board of Directors because it believes his investment and financial expertise and experience in the orthopedics and spine industries contribute to the breadth of knowledge of the Board of Directors. Jeffrey P. Rydin has served as a director since June 2017. Prior to joining the Board of Directors, Mr. Rydin served as a Special Advisor to the Board of Directors from September 2016 to June 2017. Mr. Rydin has spent over 30 years in the medical device and healthcare industries. Prior to joining the Company as Special Advisor to the Board of Directors, Mr. Rydin served as Chief Sales Officer of Ellipse Technologies, Inc., a medical technology company, from September 2015 until its purchase by NuVasive, Inc. in February 2016. Before joining Ellipse, Mr. Rydin served as President of Global Sales at NuVasive, Inc. (October 2011 to March 2013), where he was responsible for NuVasive, Inc.’s worldwide sales efforts, including the oversight of strategic sales development, sales administration, Area Vice Presidents and sales training. Prior to his position of President of Global Sales, he served as Executive Vice President of Sales-Americas and Senior Vice President, U.S. Sales since joining NuVasive, Inc. in December 2005. Prior to joining NuVasive, Mr. Rydin served as Area Vice President, Sales (US Southeast region) at DePuy Spine, Inc. from January 2003 to December 2005. Mr. Rydin also served as Vice President of Sales at Orquest, Inc. from December 2001 to January 2003, Director of Sales at Symphonix Devices, Inc. from April 2000 to December 2001 and Director of Sales at General Surgical Innovations, Inc. from October 1996 to March 2000. Mr. Rydin also has served in various executive and leadership sales roles at General Surgical Innovations, Baxter Healthcare, US Surgical Corporation and Xerox. Mr. Rydin previously served as director of CurvaFix from 2019 to 2023. He currently serves as director of DuraStat, LLC, which has created a unique device for dural repair. Mr. Rydin received a B.A. degree in Social Ecology from the University of California, Irvine. The Board of Directors selected Mr. Rydin to serve on the Board of Directors because it believes his experience and expertise in the medical device and spine industries contribute to the breadth of knowledge of the Board of Directors.

  5. Board of Directors

    Keith Valentine has served as a director since July 2024, having served, prior to his election in 2024, as Special Advisor to the Board of Directors since October 2023. Mr. Valentine has over 30 years of direct spine and orthopedics industry experience. Starting in May 2025, Mr. Valentine will take on the role of President, Chief Executive Officer and member of the board of directors of Intrinsic Therapeutics, Inc., a medical technology company driving to change the standard of care for lumbar discectomy patients with large annular defects by reducing reoperations for reherniations. Prior to joining Intrinsic Therapeutics, Mr. Valentine was most recently President and Chief Executive Officer of Orthofix, Inc. (Nasdaq: OFIX), a global spine and orthopedics company, following its merger with SeaSpine, Inc. in 2023. Prior to the merger in 2023, Mr. Valentine served as Chief Executive Officer and President of SeaSpine, a global medical technology company focused on the design, development, and commercialization of surgical solutions for the treatment of spinal disorders, beginning in 2015. Prior to joining SeaSpine, Mr. Valentine served in various leadership capacities at NuVasive, Inc. from 2001 to 2015, including, most recently, President and Chief Operating Officer, and before that, in senior executive roles in marketing, development and operations. From 1992 through 2000, Mr. Valentine held leadership positions with Medtronic Spine & Biologics, most recently as that company’s Vice President of Marketing. He currently serves as Chair of the Board of privately held LocateBio Ltd., an innovative UK MedTech company with industry-leading rhBMP-2 delivery and tissue scaffold capabilities. He also serves on the privately held board of Regentis Biomaterials Ltd., a tissue repair company focused on developing and commercializing an innovative hydrogel platform for shorter recovery times and improved quality of life. Mr. Valentine previously served on the board of SI-Bone, Inc (Nasdaq: SIBN), a developer of minimally invasive surgical treatments for sacroiliac joint disorders and sacral fixation for spine surgery, from 2015-2024. He earned a B.B.A. degree in Management and Biomedical Sciences from Western Michigan University. The Board of Directors selected Mr. Valentine to serve on the Board of Directors because it believes that he possesses specific attributes, perspective and experience gained as an executive and director of publicly traded medical device and spinal companies that contribute to the breadth of knowledge of the Board of Directors. Ward W. Woods has served as a director since October 2017. He currently serves as Chairman of the Advisory Board of the Stanford Woods Institute and has been a director of such board since 2005, as Chair Emeritus and Life Trustee of the Wildlife Conservation Society and has been a member of such society since 2000. He is also a member of the Council on Foreign Relations. He is former President and Chief Executive Officer of Bessemer Securities Corporation and Founding Partner of Bessemer Holdings, L.P. (1989-2003), a private equity firm. From 1978-1989, Mr. Woods was a senior partner and member of the Management Committee of Lazard Freres & Company. Prior to joining Lazard, Mr. Woods was a Managing Director and a Partner of Lehman Brothers and was co-head of the Corporate Finance Department. He joined Lehman Brothers in 1967 and was elected partner in 1973. He is a former trustee of Stanford University, former Chairman of The Stanford Management Company, a former trustee of the David and Lucille Packard Foundation and the National Fish and Wildlife Foundation. Mr. Woods has also served as former Governor and Treasurer of The Nature Conservancy, Vice-Chair and trustee of The Asia Society and a trustee of The Boys Club of New York. He is a graduate of Stanford University, 1964. The Board of Directors selected Mr. Woods to serve on the Board of Directors because it believes that his knowledge and experience in the areas of financial management and services, strategy and growth and special situation opportunities contribute to the breadth of knowledge of the Board of Directors.

  6. Executive Summary

    Relationship Between Pay and Performance We design our executive compensation program to align our ability to attract, motivate, and retain our Named Executive Officers with the goal of promoting the interests of our stockholders. To ensure this balance and to motivate and reward individual impact and accountability, we seek to ensure that a meaningful portion of our Named Executive Officers’ target annual total direct compensation opportunity is both "at-risk" and variable in nature. We emphasize variable compensation that appropriately rewards our Named Executive Officers through the following two principal compensation elements: • First, we provide the opportunity to participate in our Annual Short-Term Incentive Compensation Plan, which provides cash payments if the organization achieves short-term results aligned with long-term stockholder value creation that meet or exceed certain business objectives set forth in our annual operating plan. • Second, we grant PRSU awards that, upon the achievement of specified results and time-based vesting requirements, may be earned and settled for shares of our common stock and RSU awards that vest over time and may be settled for shares of our common stock. The equity awards in the aggregate comprise a majority of the Named Executive Officers' target annual total direct compensation opportunities. The value of these equity awards depends entirely on the value of our common stock, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with the organization's and each Named Executive Officer's actual performance. We believe that these compensation elements provide balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term stockholder value. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and performance over this period. Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2024:

  7. Executive Summary

    | Annual Executive Compensation Review | The Compensation Committee reviews and approves our compensation strategy annually, including a review of our compensation peer group used for comparative purposes and conducts a review of our compensation-related risk profile, to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. | | Maintain Independent Compensation Advisor | The Compensation Committee has engaged its own compensation consultant to assist with its 2024 compensation review. This consultant performed no other consulting or other services for us in 2024. | | Compensation At-Risk | Our executive compensation program is designed so that a significant portion of our Named Executive Officers’ compensation is "at risk" based on corporate performance, as well as equity-based, to align the interests of our Named Executive Officers and stockholders. | | Multi-Year Vesting Requirements | The annual equity awards granted to our Named Executive Officers are earned and/or vest over multi-year periods, consistent with current market practice and our retention objectives. | | "Double-Trigger" Change-in-Control Arrangements | All change-in-control cash severance payments to our Named Executive Officers are based on a "double-trigger" arrangement (that is, they require both a change-in-control of the Company plus a qualifying termination of employment before payments are paid). | | Compensation Recovery ("Clawback") Policy | We have a Clawback Policy covering incentive compensation received by our Named Executive Officers that emphasizes integrity and accountability in financial reporting and complies with the requirements of Exchange Act Rule 10D-1 and the applicable provisions of the Nasdaq Marketplace Rules. | | Health and Welfare Benefits | Our Named Executive Officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees. | | Succession Planning | We review the risks associated with our key executive officer positions, with an eye to ensuring that adequate succession plans are in place. |

  8. Executive Summary

    | What We Don’t Do | | | No Executive Retirement Plans | We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers, other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other employees. | | Limited Perquisites | We provide minimal perquisites and other personal benefits to our Named Executive Officers. | | No Tax Payments on Perquisites | We do not provide any tax reimbursement payments (including "gross-ups") on any perquisites or other personal benefits, other than on standard relocation and expatriate assignment benefits. | | No Tax Payments on Change-in-Control Arrangements | We do not provide any excise tax reimbursement payments (including "gross-ups") on payments or benefits contingent upon a change in control of the Company. | | No Hedging or Pledging of our Securities | We do not permit engaging in short-term or speculative transactions in our securities, including short sales; the use of securities to secure margin or other loans; straddles, collars, or other similar risk reduction devices; and transactions in publicly traded options relating to our securities. |

  9. Compensation-Setting Process

    Compensation-Setting Process Role of Compensation Committee The Compensation Committee discharges the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our Named Executive Officers, and the non-employee members of our Board of Directors. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers, including our Named Executive Officers. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies, and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our executive officers, including our Named Executive Officers, when making decisions with respect to their compensation. The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at the "Corporate Governance" section of our corporate website. The Compensation Committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making final decisions with respect to the compensation of our executive officers, including our Named Executive Officers. Setting Target Total Direct Compensation Each year, the Compensation Committee conducts an annual review of the compensation arrangements of our executive officers, including our Named Executive Officers, typically during the first quarter of the fiscal year. As part of this review, the Compensation Committee evaluates the base salary levels, target annual short-term incentive compensation opportunities, and long-term incentive compensation opportunities of our executive officers and all related performance criteria. The Compensation Committee does not establish a specific target for formulating the target annual total direct compensation opportunities of our executive officers. In making decisions about the compensation of our executive officers, including our Named Executive Officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following: • our executive compensation program objectives; • our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors; • each individual executive officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; • the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; • the prior performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; • the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; • our CEO’s compensation relative to that of our executive officers, and compensation parity among our executive officers; our financial performance relative to our peers; the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and • the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer, including each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer, and business judgment in making their decisions. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers, including our Named Executive Officers. Instead, in making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels. Role of Management In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual total cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our executive officers, including our Named Executive Officers (except with respect to his own compensation), based on his evaluation of their performance for the prior year. At the beginning of each year, our CEO reviews the performance of our other executive officers, including our other Named Executive Officers, based on such individual’s level of success in accomplishing the business objectives established for him or her for the prior year and his or her overall performance during that year, and then shares these evaluations with, and makes recommendations to, the Compensation Committee for each element of compensation as described above. The annual business objectives for each executive officer are developed through mutual discussion and agreement between our CEO and the executive officers and take into account our business objectives, which are reviewed with our Board of Directors. The Compensation Committee reviews and discusses his proposals and recommendations with our CEO and considers them as one factor in determining and approving the compensation of our executive officers, including our Named Executive Officers. Our CEO also attends meetings of our Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. Role of Compensation Consultant

  10. Compensation-Setting Process

    The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In 2024, the Compensation Committee engaged Compensia, Inc. ("Compensia"), a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers, and with the data analysis and selection of the compensation peer group. During 2024, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services including the following: • reviewing, analyzing, and updating our compensation peer group; • reviewing and analyzing the base salary levels, target annual short-term incentive compensation opportunities, and long-term incentive compensation opportunities of our executive officers, including our Named Executive Officers, against competitive market data based on the companies in our compensation peer group and selected broad-based compensation surveys; • assessing of executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; • consulting with the Compensation Committee chair and other members between Compensation Committee meetings; and • providing support on other ad hoc matters throughout the year. The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair. Compensia also coordinated with our management for data collection and informal market comparisons for our executive officers, including our Named Executive Officers. In 2024, Compensia did not provide any consulting or other services from us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia. Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of healthcare companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee considers in making its decisions with respect to the compensation of our executive officers, including our Named Executive Officers. The compensation peer group for 2024, which was developed in January 2024 with the assistance of Compensia, to analyze the compensation of our executive officers, including our Named Executive Officers, was comprised of publicly traded healthcare companies against which we compete for executive talent. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria: • publicly traded companies in the healthcare supplies and healthcare equipment sectors located in the United States; • similar revenues – within a range of approximately 0.4x to approximately 1.7x of our trailing four fiscal quarters’ revenue of approximately $450 million; and • similar market capitalization – within a range of approximately 0.25x to approximately 3.2x of our then-market capitalization of approximately $1.8 billion. This compensation peer group for 2024 consisted of the following companies:

  11. Compensation-Setting Process

    | | Peer Group Comparison | | | | | | Revenue Growth | | TSR | | | | 1-Year | 3-Year (CAGR) | 1-Year | 3-Year (CAGR) | | 75th Percentile | 22% | 28% | 27% | -7% | | 50th Percentile | 17% | 20% | -16% | -17% | | 25th Percentile | 8% | 9% | -21% | -26% | | Alphatec Holdings Percentile Rank | 90% | 85% | 19% | 75% |

  12. Compensation-Setting Process

    1-Year and 3-Year Revenue is for the trailing four and 12 quarters, respectively, as of December 31, 2024 and total stockholder return ("TSR") is calculated as of December 31, 2024. 1-Year and 3-Year TSR represents cumulative stockholder return on a fixed investment for the period beginning on the last trading day of 2023 and 2021, respectively, through the end of the applicable year, and is calculated assuming the reinvestment of dividends. The Compensation Committee used data drawn from the companies in our compensation peer group, as well as data drawn from the Radford Global Technology Survey database, to evaluate the competitive market when determining the target annual total direct compensation packages for our executive officers, including our Named Executive Officers, including base salary, target annual short-term incentive compensation opportunities, and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  13. Compensation Elements

    Compensation Elements Generally, our executive compensation program consists of three principal elements – base salary, annual short-term incentive compensation opportunities, and long-term incentive compensation opportunities in the form of equity awards:

  14. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Annual Short-Term Incentive Compensation | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long-Term Incentive Compensation | Variable | Equity awards in the form of PRSU awards that may be earned and settled for shares of our common stock and RSU awards that may be settled for shares of our common stock | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |

  15. Compensation Elements

    (1) These base salaries were effective February 1, 2024. (2) Pursuant to Mr. Hunsaker's executed Letter of Assignment dated July 19, 2023, for his assignment in Paris, France beginning in September 2023 for a period of 15 to 18 months, Mr. Hunsaker also received a cost-of-living adjustment in the amount of $5,000 per month (approximately $55,000 for 2024) which is not included in the "2024 Base Salary" amount disclosed above. The base salaries paid to our Named Executive Officers during 2024 are set forth in the "Executive Officer and Director Compensation – 2024 Summary Compensation Table" below. Annual Short-Term Incentive Compensation We use an annual short-term incentive compensation plan to motivate our executive officers, including our Named Executive Officers, to achieve our annual business goals. In February 2024, the Compensation Committee approved the 2024 Annual Short-Term Incentive Compensation Plan to provide incentives for our executive officers to meet or exceed the principal business objectives set forth in our 2024 annual operating plan. Pursuant to the 2024 Annual Short-Term Incentive Compensation Plan, the Compensation Committee established a target annual short-term incentive compensation opportunity for each participant in the plan with respect to our 2024 performance. Target Annual Short-Term Incentive Compensation Opportunities For purposes of the 2024 Annual Short-Term Incentive Compensation Plan, cash bonuses were to be based upon a specific percentage of each executive officer’s annual base salary for the year. In February 2024, as part of its annual review of our executive compensation program, the Compensation Committee reviewed the target annual short-term incentive compensation opportunities of our executive officers, including our Named Executive Officers, who were participants in the plan, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own target annual short-term incentive compensation opportunity), as well as the other factors described in "Compensation-Setting Process – Setting Target Total Direct Compensation" above. Following this review, the Compensation Committee determined to set the target annual short-term incentive compensation opportunities for our Named Executive Officers for 2024 as follows:

  16. Compensation Elements

    | Named Executive Officer | 2024 Target Annual Short-Term Incentive Compensation Opportunity (as a percentage of annual base salary) | 2024 Target Annual Short-Term Incentive Compensation Opportunity ($) | | Patrick S. Miles | 100% | 762,000 | | J. Todd Koning | 70% | 329,000 | | Craig E. Hunsaker | 70% | 338,800 | | David P. Sponsel | 70% - 100% | 308,000 - 440,000 | | Scott Lish | 70% | 297,500 |

  17. Compensation Elements

    Potential annual cash bonuses for our executive officers, including our Named Executive Officers, under the 2024 Annual Short-Term Incentive Compensation Plan could range from zero to 150% of their target annual short-term incentive compensation opportunity. Corporate Performance Measures Participants in the 2024 Annual Short-Term Incentive Compensation Plan were eligible to receive a bonus payment based upon the attainment of one or more corporate performance measures that were established and approved by the Compensation Committee and which related to financial objectives that were important to us. The 2024 Annual Short-Term Incentive Compensation Plan was funded based on our actual results for the year as evaluated against these corporate performance measures. In February 2024, the Compensation Committee selected two corporate performance measures for the 2024 Annual Short-Term Incentive Compensation Plan: revenue and adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA"). The Compensation Committee believed these corporate performance measures were appropriate because, in its view, they were strong indicators of successful execution of our annual operating plan and they provided a strong emphasis on revenue growth and profitability. The Compensation Committee believed these measures would also most directly influence the creation of sustainable long-term stockholder value. For purposes of the 2024 Annual Short-Term Incentive Compensation Plan: • "revenue" meant our global revenue, as reflected in our audited financial statements for 2024; and "adjusted EBITDA" meant our net loss, as reflected in our audited financial statements for 2024, before the cost of bonuses, and excluding depreciation, amortization, stock compensation, and other non-recurring charges. In February 2024, the Compensation Committee established a target performance level for revenue and adjusted EBITDA, with 75% and 25% weighting, respectively. The bonus award increased or decreased in relation to a table of incremental amounts for both revenue and adjusted EBITDA performance measures. We believe target performance levels were set to require diligent and consistent efforts for the year. Aggressive target performance measures were established, with the revenue target exceeding the prior year's target by approximately 36%. In order to earn any payout with respect to the revenue performance measure, a minimum of 96% of target performance had to be achieved. The Compensation Committee also set a similarly challenging target and threshold levels for adjusted EBITDA. In addition, the Compensation Committee could exercise its discretion to adjust the annual bonus payment by identifying the base payment for Company performance based on a matrix that it also approved in February 2024, modified by an increase of up to 50% or a decrease of up to 100% for individual performance. Annual Cash Bonus Payments In February 2025, the Compensation Committee reviewed our corporate and individual performance for purposes of the 2024 Annual Short-Term Incentive Compensation Plan. As described above, tentative bonus payments were to be calculated based on our actual performance with respect to each of the corporate performance measures and the extent to which each objective was achieved for the year, subject to the exercise of discretion as described above. Our actual percentage achievement, and the corresponding payment levels, with respect to the corporate performance measures were as follows:

  18. Compensation Elements

    | Corporate Performance Measure | Weighting | Percentage Payout | Weighted Percentage Payout | | Revenue | 75% | 102% | 76% | | Adjusted EBITDA | 25% | 114% | 29% | | Aggregated Percentage Payment | | | 105% |

  19. Compensation Elements

    As a result, our Named Executive Officers received annual cash bonus payments equal to approximately 97% to 111% of their target annual short-term incentive compensation opportunities. This was comprised of funding from the weighted percentage payout from our corporate performance measures as adjusted for individual performance from the exercise of discretion for individual performance by the Compensation Committee, as described above. The following table sets forth the target annual short-term incentive compensation opportunities and the actual bonus payments to be received by our Named Executive Officers for 2024:

  20. Compensation Elements

    | Named Executive Officer | 2024 Target Annual Short-Term Incentive Compensation Opportunity (as a percentage of annual base salary) | 2024 Target Annual Short-Term Incentive Compensation Opportunity ($) | 2024 Actual Annual Cash Bonus Payment (as a percentage of the 2024 Target Annual Short-Term Incentive Compensation Opportunity) | 2024 Actual Annual Bonus Payment ($) | | Patrick S. Miles | 100% | 762,000 | 105% | 800,000 | | J. Todd Koning | 70% | 329,000 | 99% | 325,000 | | Craig E. Hunsaker | 70% | 338,800 | 106% | 360,000 | | David P. Sponsel | 70% - 100% | 308,000 - 440,000 | 97% | 350,000 | | Scott Lish | 50% | 297,500 | 111% | 330,000 |

  21. Compensation Elements

    In January 2025, the Compensation Committee determined that the payments to be made to the members of our Senior Leadership Team, including our Named Executive Officers, would be made 50% in cash and 50% in the form of an RSU award. Accordingly, the Compensation Committee approved the following payments and the grant of RSU awards to our Named Executive Officers for 2024:

  22. Compensation Elements

    | Named Executive Officer | 2024 Actual Bonus Payment ($) | 2024 Actual Bonus Payment (paid in cash) ($) | 2024 Actual Bonus Payment (paid in RSUs)(1) (#) | | Patrick S. Miles | 800,000 | 400,000 | 48,240 | | J. Todd Koning | 325,000 | 162,500 | 19,598 | | Craig E. Hunsaker | 360,000 | 180,000 | 21,709 | | David P. Sponsel | 350,000 | 175,000 | 21,106 | | Scott Lish | 330,000 | 165,000 | 19,900 |

  23. Compensation Elements

    (1) The number of RSUs granted was determined by (i) dividing 50% of each Named Executive Officer’s 2024 actual bonus payment by the 30-day trailing average closing price of our common stock on January 24, 2025 ($9.95 per share) (ii) multiplied by a factor of 1.2 to compensate participants in the 2024 Annual Short-Term Incentive Compensation Plan for the added risk, lack of liquidity, and the time value of the cash-to-equity conversion. These RSU awards are to vest in full on December 5, 2025 (subject to accelerated vesting in the event of certain terminations of employment (including death or disability) and a change in control of the Company.) Each vested unit is to be settled on a one-for-one basis for a share of our common stock. The annual cash bonus payments awarded to our Named Executive Officers for 2024 are set forth in the "Executive Officer and Director Compensation – 2024 Summary Compensation Table" below. Long-Term Incentive Compensation As a medical device company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, motivate, and retain qualified and experienced executive officers. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers, including our Named Executive Officers, for long-term corporate performance based on the value of our common stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. In 2024, we used PRSU awards subject to the achievement of global revenue growth goals that may be settled for shares of our common stock (the "Global Revenue Growth PRSUs") and RSU awards that may be settled for shares of our common stock, all with time-based vesting requirements, to motivate, reward and retain our executive officers, including our Named Executive Officers, for long-term increases in the value of our common stock. The Compensation Committee believes that PRSU awards that are earned based on our performance over a specified period directly align our executive officers’ interests with those of our stockholders as the executive officers’ benefit from PRSU awards only if certain pre-established performance goals are achieved, and the value of said PRSU awards appreciates only as stockholder return increases. The PRSU awards granted in 2024 were to be earned contingent upon the successful attainment of pre-established revenue goals over the course of a one-year performance period, a pre-established market performance condition achieved at the end of a three-year performance period and, in each case, the award recipient’s continued employment with us over a multi-year period. The Compensation Committee further believes that because RSU awards have value to the recipient even in the absence of stock price appreciation, we are able to incentivize and retain our executive officers using fewer shares of our common stock than would be necessary if we used stock options to provide an equity stake in the Company. Further, since the value of RSU awards increases with any increase in the value of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders. To date, the Compensation Committee has not applied a rigid formula in determining the size of the equity awards to be granted to our executive officers, including our Named Executive Officers. Instead, in making these decisions, the Compensation Committee has exercised its judgment as to the amount of the awards after considering a competitive market analysis prepared by its compensation consultant, the outstanding equity holdings of each executive officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives), the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our "burn rate") in relation to the annual burn rate ranges of the companies in our compensation peer group, the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group, as well as the other factors described in "Compensation-Setting Process — Setting Target Total Direct Compensation" above. Based upon these factors, the Compensation Committee determines the size of each award at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. 2024 Annual Equity Awards In February 2024, as part of its annual review of our executive compensation program, and after taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own equity award), as well as the other factors described above, the Compensation Committee granted our executive officers, including our Named Executive Officers, PRSU awards with performance and time-based vesting requirements that may be earned and settled for shares of our common stock and RSU awards with time-based vesting requirements that may be settled for shares of common stock. The number of equity awards awarded to our Named Executive Officers is calculated based on the target long-term incentive compensation established by our Compensation Committee and the 30-day average price as of the applicable determination date. The value of the equity awards included in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718"), which is determined as of the award’s grant date. The date when the equity awards are approved by our Compensation Committee and awarded to our Named Executive Officers precedes the grant date of the equity awards for accounting purposes. Consequently, the total grant date fair value of the equity awards for purposes of ASC Topic 718 differs from the target equity award value originally approved by our Compensation Committee. The equity awards approved for grant by our Compensation Committee to our Named Executive Officers for 2024 were as follows:

  24. Compensation Elements

    | Named Executive Officer | Long-Term Incentive Compensation (total target value) ($) | Global Revenue Growth PRSUs (target) (#) (1) | RSU Awards (#) (2) | | Patrick S. Miles | 5,153,000 | 245,381 | 81,794 | | J. Todd Koning | 2,000,000 | 95,238 | 31,746 | | Craig E. Hunsaker | 2,595,000 | 123,571 | 41,190 | | David P. Sponsel | 2,209,000 | 105,190 | 35,063 | | Scott Lish | 2,000,000 | 95,238 | 31,746 |

  25. Compensation Elements

    (a) Linear interpolation is to be applied between these data points. Upon being earned, the Global Revenue Growth PRSUs vest ratably over a three-year period, with one-third of the total number of earned units vesting on the first, second and third anniversaries of the date of grant, contingent upon the Named Executive Officer's continued employment with or service to the Company through each vesting date. Upon vesting, the Global Revenue Growth PRSUs may be settled by issuing that number of shares of our common stock that equal the number of units that have vested. (2) The RSU awards granted to our executive officers including our Named Executive Officers, vest ratably over a three-year period, with one-third of the total number of units vesting on the first, second and third anniversaries of the date of grant, contingent upon the executive officer’s continued employment with or service to the Company through each vesting date. Upon vesting, the RSU awards may be settled by issuing that number of shares of our common stock that equal the number of units that have vested. Results of 2024 Global Revenue Growth PRSUs On January 29, 2025, the Compensation Committee determined that our year-over-year global revenue growth was 27% and consequently, 107% of our global revenue growth goal had been achieved. Accordingly, our Named Executive Officers had earned 127% of their Global Revenue Growth PRSUs, as follows:

  26. Compensation Elements

    One-third of the earned units vested on March 5, 2025, one-third of the earned units will vest on March 5, 2026, and one-third of the earned units will vest on March 5, 2027, contingent upon the Named Executive Officer’s continued employment with or service to the Company through each vesting date. Upon vesting, the Global Revenue Growth PRSUs may be settled by issuing that number of shares of our common stock that equal the number of units that have vested. The equity awards granted to our Named Executive Officers during 2024 are set forth in the "Executive Officer and Director Compensation – 2024 Summary Compensation Table" and the "Executive Officer and Director Compensation – 2024 Grants of Plan-Based Awards Table" below. Stock Ownership Guidelines Our non-employee directors, our CEO and all employees who are officers for purposes of Section 16 of the Exchange Act ("Section 16 officers"), including our Named Executive Officers, are subject to stock ownership guidelines as set forth in the table below.

  27. Compensation Elements

    | Stock Ownership Guidelines | | | Target Multiple (as a multiple of base | • Non-employee directors: 3.0x | | salary or director cash retainer) | • CEO: 5.0x | | | • Section 16 officers: 1.0x | | Awards that Count | • Shares earned outright (including shares for which delivery has been deferred) | | | • Shares subject to vested and unvested time-based restricted stock and RSUs | | Awards that do Not Count | • Vested and unvested stock options | | | • Unearned PRSUs | | Time to Achieve | • Within 5 years of becoming subject to the guidelines |

  28. Employment Arrangements

    Employment Arrangements We have entered into written employment agreements with each of our executive officers, including each of our Named Executive Officers. Each of these agreements was approved on our behalf by either our Board of Directors or the Compensation Committee. We believe that these arrangements were necessary to secure the service of these individuals in a highly competitive job market. Each of these employment agreements does not have a specific term, provides for "at will" employment (meaning that either we or the executive officer may terminate the employment relationship at any time without cause) and generally sets forth the executive officer’s initial base salary, target annual short-term incentive compensation opportunity, eligibility to receive equity awards as determined in the discretion of our Board of Directors or the Compensation Committee, and eligibility to participate in our employee welfare and benefit programs in effect for similarly situated employees during his or her employment. In addition, certain of the employment offer letters (except in the case of Mr. Sponsel) also provided for a "sign-on" RSU award and, in the case of Mr. Hunsaker, a one-time PRSU award as an inducement to accept employment with the Company. These employment agreements also provided that each executive officer, including each Named Executive Officer, is eligible for severance payments and benefits upon certain specified terminations of employment, including a termination of employment in connection with a change in control of the Company, under our Severance Agreement and our Change in Control Agreement. These post-employment compensation agreements are discussed in "Post-Employment Compensation" below. For detailed descriptions of the employment agreements with our Named Executive Officers, see "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" below.

  29. Post-Employment Compensation

    Post-Employment Compensation Each of the employment agreements that we have entered into with our executive officers, including our Named Executive Officers, provide that they are eligible for severance payments and benefits upon certain specified terminations of employment, including a termination of employment in connection with a change in control of the Company, under our Severance Agreement and our Change in Control Agreement, in exchange for executing and not revoking our then-standard separation agreement and release of claims (which may include a non-disparagement covenant, non-solicit provisions, an agreement to assist in any litigation matters and other standard terms and conditions). These agreements provide reasonable compensation in the form of severance pay and certain limited benefits to an executive officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation agreement and release of claims in a form and with terms acceptable to us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements provided by these provisions help maintain our executive officers’ continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. Under the Change in Control Agreement, all cash severance payments in the event of a change in control of the Company are payable only if there is a connected loss of employment by an executive officer (a so-called "double-trigger" arrangement). In the case of the acceleration of vesting of outstanding equity awards, equity award arrangements provide for automatic accelerated vesting upon a change in control. In the event of a change in control of the Company, to the extent that any of the amounts provided for under the provisions would constitute a "parachute payment" within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, an executive officer will be entitled to receive either: either full payment of benefits under his or her agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer. We do not use excise tax payments (or "gross-ups") relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the Severance Agreement and the Change in Control Agreement when determining the annual compensation for our executive officers. We do believe, however, that these agreements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation agreements with our Named Executive Officers, see "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" below.

  30. Tax and Accounting Considerations

    Tax and Accounting Considerations The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Under Section 162(m) of the Code, compensation paid to our covered executive officers (including our CEO and CFO), and which is not subsequently modified, will not be deductible to the extent it exceeds $1 million. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant-date fair value of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  31. Pay Ratio Disclosure

    Pay Ratio Disclosure The following information describes the relationship of the median of the annual total compensation of all our employees (other than our CEO) and the annual total compensation of Patrick S. Miles, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. For the fiscal year ending December 31, 2024, our last completed fiscal year: The median of the annual total compensation of all our employees (other than our CEO) was $103,708. • The annual total compensation of Mr. Miles for 2024, as reported in the "Executive Officer and Director Compensation – 2024 Summary Compensation Table" in this proxy statement, was $6,221,699. As a result, for 2024, the ratio of the annual total compensation of Mr. Miles, who served as our CEO for all of 2024, to the median of the annual total compensation of all our employees was 57 to 1. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making compensation decisions. To identify the median compensated employee and to determine the annual total compensation of the median employee, we used the following methodology: • We selected December 31, 2024, which is within the last three months of 2024, as the date upon which we would identify the median employee. • We determined that, as of December 31, 2024, our employee population consisted of 867 individuals working at the Company, with approximately 79% of these individuals located in the U.S. and approximately 21% located in countries around the world. Pursuant to the de minimis exemption for foreign employees as permitted by applicable SEC rules, we excluded 27 employees located in the following three countries, which represent approximately 3% of our total employee population: New Zealand, Japan, Canada. After excluding employees in the listed jurisdictions, our adjusted employee population consisted of 840 employees as of December 31, 2024. • We identified the median employee using a consistently applied compensation measure ("CACM") that consists of annual base salary or wages and the actual short-term incentive compensation payment under the 2024 Annual Short-Term Incentive Compensation Plan. In identifying the median employee, we annualized the compensation values of permanent employees that joined our Company during 2024. Amounts paid in foreign currencies were converted to U.S. Dollars based on the average annual exchange rate as of December 31, 2024. No cost-of-living adjustments were made. • After applying our CACM methodology, we identified the median employee. We then identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402 of Regulation S-K, resulting in annual total compensation of $108,872. With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column for 2024 in the 2024 Summary Compensation Table included in this proxy statement.

  32. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  33. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning compensation paid or accrued during the fiscal years ended December 31, 2024, 2023 and 2022, for services rendered to us by our Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers in 2024: our President, Chairman and Chief Executive Officer; our Executive Vice President and Chief Financial Officer; our Executive Vice President, People & Culture; our Executive Vice President, Sales and our Chief Operating Officer. We refer to these executive officers as our "Named Executive Officers" elsewhere in this proxy statement.

  34. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non- Equity Incentive Plan ($)(2) | All Other Compensation ($)(3)(4) | Total ($) | | Patrick S. Miles | 2024 | 756,577 | — | 5,028,680 | 400,000 | 36,442 | 6,221,699 | | President, Chairman and Chief Executive Officer | 2023 | 713,269 | — | 7,687,586 | 1,040,000 | 37,124 | 9,477,979 | | | 2022 | 700,000 | — | 4,356,657 | 850,000 | 41,642 | 5,948,299 | | J. Todd Koning | 2024 | 467,115 | — | 1,951,744 | 162,500 | 35,602 | 2,616,961 | | Executive Vice President and Chief Financial Officer | 2023 | 442,115 | — | 2,409,309 | 475,000 | 33,915 | 3,360,339 | | | 2022 | 418,846 | — | 1,242,926 | 360,000 | 36,443 | 2,058,215 | | Craig E. Hunsaker | 2024 | 482,385 | — | 2,532,377 | 180,000 | 222,471 | 3,417,233 | | Executive Vice President, People & Culture | 2023 | 470,000 | — | 3,433,286 | 500,000 | 165,735 | 4,569,021 | | | 2022 | 467,692 | — | 2,014,990 | 400,000 | 41,642 | 2,924,324 | | David P. Sponsel | 2024 | 435,385 | — | 2,155,689 | 175,000 | 36,955 | 2,803,029 | | Executive Vice President, Sales | 2023 | 400,000 | — | 2,254,015 | 525,000 | 35,845 | 3,214,860 | | | 2022 | 400,000 | — | 1,350,854 | 410,000 | 38,188 | 2,199,042 | | Scott Lish | 2024 | 424,135 | — | 1,951,744 | 165,000 | 34,992 | 2,575,871 | | Chief Operating Officer | 2023 | 380,000 | — | 1,861,944 | 310,000 | 33,205 | 2,585,149 |

  35. 2024 Summary Compensation Table

    "Stock Awards" consist of PRSUs and RSUs. This column represents the grant date valuation of the awards computed in accordance with the ASC Topic 718 rather than an amount paid to or realized by the Named Executive Officer. The value of PRSUs is based on the target number of shares subject to the award. The grant date fair value of PRSUs based on the target number of PRSUs issuable to each Named Executive Officer for 2024 and reflected in the table above is as follows: Mr. Miles – $3,772,000, Mr. Koning – $1,464,000, Mr. Hunsaker – $1,899,000, Mr. Sponsel – $1,617,000 and Mr. Lish – $1,464,000. If the highest level of performance conditions are achieved, the grant date fair value based on the maximum number of PRSUs issuable to each Named Executive Officer for 2024 is as follows: Mr. Miles – $9,430,000 Mr. Koning – $3,660,000, Mr. Hunsaker – $4,748,000 Mr. Sponsel – $4,043,000 and Mr. Lish – $3,660,000. For more information on how stock awards are valued, see the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. Additional discussion regarding the difference between the total grant date fair value of equity awards included above and the equity award value originally approved by our Compensation Committee is included in the section titled "Compensation Discussion and Analysis - 2024 Annual Equity Awards." "Non-Equity Incentive Plan Compensation" includes bonus amounts earned as of December 31, 2024, but paid in 2025, earned as of December 31, 2023, but paid in 2024 and earned as of December 31, 2022, but paid in 2023. The bonus amounts earned as of December 31, 2024 were paid with a combination of cash and RSUs. The amounts included in this column represents the cash payment only. See the section titled "Annual Cash Bonus Payments" for further information. (3) "All Other Compensation" for 2024, 2023 and 2022 includes health and health related benefits, disability insurance premiums and matching contributions under our Section 401(k) Plan paid by the Company. (4) In addition to the items noted in footnote 3 above, "All Other Compensation" in 2024 for Mr. Hunsaker includes approximately $262,000 in expatriate assignment benefits.

  36. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment and Separation Agreements In connection with his appointment, we entered into an employment letter agreement with Mr. Miles, effective as of October 2, 2017, setting forth Mr. Miles’ initial compensation and certain other terms. Mr. Miles’ employment is at-will. Pursuant to his employment letter agreement and as approved by the Compensation Committee on January 29, 2025, Mr. Miles will be paid an annual base salary of $762,000 and he will be eligible to receive an annual target cash bonus equal to 100% of his annual base salary upon the Company’s and his achievement of goals to be established by the Board of Directors each fiscal year. Mr. Miles is also entitled to participate in all of the Company’s benefits programs available to management employees and to receive reimbursement of reasonable expenses he incurs in connection with his service to the Company. Mr. Miles is party to a severance agreement with us, pursuant to which he will be eligible to receive the following severance and other benefits if his employment with the Company is terminated: (a) the payment of cash severance in a lump sum equal to two times the sum of his regular annual base salary plus his annual target bonus in effect for the calendar year in which the termination of the employment occurs; (b) the payment of premiums for the continuation of his health and dental insurance coverage pursuant to COBRA for a period of 18 months; (c) the full vesting of all time-based vesting incentive awards granted to Mr. Miles that vest within 24 months of the termination date and the continued eligibility to vest performance-based incentive awards based on the achievement of performance criteria and (d) the extension of the post-termination exercise period for any vested stock options held by Mr. Miles at the date of termination through the later of (i) 90 days after his date of termination or (ii) the remaining term of such awards. Mr. Miles’ right to receive the severance and other benefits under the severance agreement is subject to satisfaction of certain conditions set forth in the severance agreement, including (1) the termination of employment is involuntary, except for a termination by Mr. Miles for Good Reason, as defined in the severance agreement, (2) the termination is not due to the death or disability of Mr. Miles, (3) the termination of employment is not for Cause, as defined in the severance agreement, (4) Mr. Miles is not eligible to receive severance benefits under any other agreement of plan offered by the Company or has not agreed to waive severance benefits otherwise available from the Company, and (5) Mr. Miles executed a general release of claims in favor of the Company and returns to the Company all property and equipment assigned to or under control of Mr. Miles. Under the change in control agreement, in the event Mr. Miles’ employment is terminated without cause or for good reason (as defined in the agreement), and such termination occurs within 24 months following a change in control (as defined in the agreement), he will be eligible to receive the following severance and other benefits, subject to his execution of a release of claims against the Company: (a) the payment of cash severance in a lump sum equal to the sum of (x) two times his annual compensation; (y) the product of (i) a prorated portion (based on the number of calendar months that have elapsed during the calendar year in which the date of termination occurs, up to a maximum of 6 months) of the highest grant date fair value of any long-term incentive award (cash and/or equity-based) granted to Mr. Miles in the three calendar year period prior to the calendar year in which the termination date occurs; and (z) a prorated portion (based on the number of calendar months that have elapsed during the calendar year in which the date of termination occurs) of the greater of (i) the annual target bonus in effect in the calendar year in which the termination of employment occurs or (ii) the highest annual bonus paid to Mr. Miles of the three bonuses paid to him prior to his termination; (b) the Company will pay premiums for the continuation of his health and dental insurance coverage pursuant to COBRA for a period of 18 months; and (c) all of his outstanding equity awards will become fully vested to the extent that such vesting is based on service with the Company.

  37. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table contains information regarding grants of plan-based awards to our Named Executive Officers during the fiscal year ended December 31, 2024.

  38. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated future payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | All other stock awards: Number of shares of stock or units | Grant date fair value of stock awards | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($)(3) | | Patrick S. Miles | | | | | | | | | | | 2024 Annual Short-Term Incentive Compensation | — | — | 762,000 | 1,143,000 | — | — | — | — | — | | 2024 Performance RSUs | 2/21/2024 | — | — | — | — | 245,381 | 613,453 | — | 3,771,506 | | 2024 RSUs | 2/21/2024 | — | — | — | — | — | — | 81,794 | 1,257,174 | | J. Todd Koning | | | | | | | | | | | 2024 Annual Short-Term Incentive Compensation | — | — | 329,000 | 493,500 | — | — | — | — | — | | 2024 Performance RSUs | 2/21/2024 | — | — | — | — | 95,238 | 238,095 | — | 1,463,808 | | 2024 RSUs | 2/21/2024 | — | — | — | — | — | — | 31,746 | 487,936 | | Craig Hunsaker | | | | | | | | | | | 2024 Annual Short-Term Incentive Compensation | — | — | 338,800 | 508,200 | — | — | — | — | — | | 2024 Performance RSUs | 2/21/2024 | — | — | — | — | 123,571 | 308,928 | — | 1,899,286 | | 2024 RSUs | 2/21/2024 | — | — | — | — | — | — | 41,190 | 633,090 | | David P. Sponsel | | | | | | | | | | | 2024 Annual Short-Term Incentive Compensation | — | — | 440,000 | 660,000 | — | — | — | — | — | | 2024 Performance RSUs | 2/21/2024 | — | — | — | — | 105,190 | 262,975 | — | 1,616,770 | | 2024 RSUs | 2/21/2024 | — | — | — | — | — | — | 35,063 | 538,918 | | Scott Lish | | | | | | | | | | | 2024 Annual Short-Term Incentive Compensation | — | — | 297,500 | 446,250 | — | — | — | — | — | | 2024 Performance RSUs | 2/21/2024 | — | — | — | — | 95,238 | 238,095 | — | 1,463,808 | | 2024 RSUs | 2/21/2024 | — | — | — | — | — | — | 31,746 | 487,936 |

  39. 2024 Grants of Plan-Based Awards Table

    Represents the estimated future payouts possible under our 2024 Annual Short-Term Incentive Compensation Plan based upon the combined achievement of corporate performance measures during 2024. Under the 2024 Annual Short-Term Incentive Compensation Plan, payments are determined by multiplying each Named Executive Officer's target annual short-term incentive compensation opportunity by a factor determined by achievement of specific performance goals. The amounts actually paid to our Named Executive Officers for 2024 are set forth above in the 2024 Summary Compensation Table under the heading "Non-Equity Incentive Plan Compensation" and the calculation of the actual amounts paid is discussed in the section titled "Compensation Discussion and Analysis - Annual Short-Term Incentive Compensation - Annual Cash Bonus Payments." Represents the estimated future payouts possible under our Named Executive Officer's respective equity incentive awards as described in the section titled "Compensation Discussion and Analysis - Long-Term Incentive Compensation." (3) Represents the grant date valuation of the awards computed in accordance with the ASC Topic 718 rather than an amount paid to or realized by the Named Executive Officer. The value of PRSUs is based on the target number of shares subject to the award. The grant date fair value of PRSUs based on the target number of PRSUs issuable to each Named Executive Officer for 2024 and reflected in the table above is as follows: Mr. Miles – $3,772,000, Mr. Koning – $1,464,000, Mr. Hunsaker – $1,899,000, Mr. Sponsel – $1,617,000 and Mr. Lish – $1,464,000. If the highest level of performance conditions are achieved, the grant date fair value based on the maximum number of PRSUs issuable to each Named Executive Officer for 2024 is as follows: Mr. Miles – $9,430,000 Mr. Koning – $3,660,000, Mr. Hunsaker – $4,748,000 Mr. Sponsel – $4,043,000 and Mr. Lish – $3,660,000. For more information on how stock awards are valued, see the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. For more information on how stock awards are valued, see the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. Additional discussion regarding the difference between the total grant date fair value of equity awards included above and the equity award value originally approved by our Compensation Committee is included in the section titled "Compensation Discussion and Analysis - 2024 Annual Equity Awards."

  40. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table includes certain information with respect to stock awards vested and stock option awards exercised for our Named Executive Officers during the fiscal year ended December 31, 2024.

  41. 2024 Option Exercises and Stock Vested Table

    | Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise (#) | Number of shares acquired on vesting (#) | Value realized on vesting (1)($) | | Patrick S. Miles | — | — | 687,382 | 5,503,854 | | J. Todd Koning | — | — | 182,071 | 2,369,385 | | Craig E. Hunsaker | 110,919 | 846,894 | 321,927 | 5,084,031 | | David P. Sponsel | — | — | 144,676 | 2,302,685 | | Scott Lish | 71,500 | 264,110 | 136,494 | 2,161,335 |

  42. 2024 Option Exercises and Stock Vested Table

    The amounts shown in this column represent the number of shares vested multiplied by the per share closing price of our common stock on the vesting date.

  43. Outstanding Equity Awards at December 31, 2024 Table

    Outstanding Equity Awards at December 31, 2024 Table The following table sets forth information regarding grants of stock options and unvested stock awards that were outstanding and held by our Named Executive Officers as of December 31, 2024.

  44. Outstanding Equity Awards at December 31, 2024 Table

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares of Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) | | Patrick S. Miles | 7/30/2018 | 721,193 | — | 2.69 | 7/30/2028 | — | — | — | — | | | 2/24/2022 | — | — | — | — | 69,588(5) | 638,818 | — | — | | | 2/24/2022 | — | — | — | — | — | — | 104,382(5) | 958,227 | | | 6/14/2023 | — | — | — | — | 136,476(6) | 1,252,850 | — | — | | | 6/14/2023 | — | — | — | — | — | — | 275,708(6) | 2,530,999 | | | 6/14/2023 | — | — | — | — | — | — | 103,391(7) | 949,129 | | | 2/21/2024 | — | — | — | — | 81,794(8) | 750,869 | — | | | | 2/21/2024 | — | — | — | — | — | — | 245,381(8) | 2,252,598 | | J. Todd Koning | 4/19/2021 | — | — | — | — | 37,500(4) | 344,250 | — | — | | | 2/24/2022 | — | — | — | — | 19,853(5) | 182,251 | — | — | | | 2/24/2022 | — | — | — | — | — | — | 29,779(5) | 273,374 | | | 6/14/2023 | — | — | — | — | 42,771(6) | 392,638 | | | | | 6/14/2023 | — | — | — | — | — | — | 86,408(6) | 793,225 | | | 6/14/2023 | — | — | — | — | — | — | 32,403(7) | 297,460 | | | 2/21/2024 | — | — | — | — | 31,746(8) | 291,428 | | | | | 2/21/2024 | — | — | — | — | — | — | 95,238(8) | 874,285 | | Craig E. Hunsaker | 2/21/2017 | 125,000(2) | — | 3.09 | 2/21/2027 | — | — | — | — | | | 6/15/2017 | 31,710(2) | — | 1.93 | 6/15/2027 | — | — | — | — | | | 7/26/2017 | 120,248 | — | 1.68 | 7/26/2027 | — | — | — | — | | | 7/30/2018 | 78,249 | — | 2.69 | 7/30/2028 | — | — | — | — | | | 2/24/2022 | — | — | — | — | 32,185(5) | 295,458 | — | — | | | 2/24/2022 | — | — | — | — | — | — | 48,277(5) | 443,186 | | | 6/14/2023 | — | — | — | — | 60,950(6) | 559,521 | — | | | | 6/14/2023 | — | — | — | — | — | — | 123,132(6) | 1,130,352 | | | 6/14/2023 | — | — | — | — | — | — | 46,175(7) | 423,887 | | | 2/21/2024 | — | — | — | — | 41,190(8) | 378,124 | | | | | 2/21/2024 | — | — | — | — | — | — | 123,571(8) | 1,134,382 | | David P. Sponsel | 5/29/2018 | 7,813 | — | 3.86 | 5/29/2028 | — | — | — | — | | | 11/2/2018 | 7,187 | — | 3.17 | 11/2/2028 | — | — | — | — | | | 2/24/2022 | — | — | — | — | 21,577(5) | 198,077 | — | — | | | 2/24/2022 | — | — | — | — | — | — | 32,365(5) | 297,114 | | | 6/14/2023 | — | — | — | — | 40,015(6) | 367,338 | — | — | | | 6/14/2023 | — | — | — | — | — | — | 80,838(6) | 742,093 | | | 6/14/2023 | — | — | — | — | — | — | 30,314(7) | 278,283 | | | 2/21/2024 | — | — | — | — | 35,063(8) | 321,878 | — | — | | | 2/21/2024 | — | — | — | — | — | — | 105,190(8) | 965,644 | | Scott Lish | 11/7/2017 | 25,000 | — | 3.63 | 11/7/2027 | | | | | | | 3/22/2018 | 13,500 | — | 3.35 | 3/22/2028 | | | | | | | 2/24/2022 | — | — | — | — | 16,860(5) | 154,775 | — | — | | | 2/24/2022 | — | — | — | — | — | — | 25,290(5) | 232,162 | | | 6/14/2023 | — | — | — | — | 33,054(6) | 303,436 | — | — | | | 6/14/2023 | — | — | — | — | — | — | 66,776(6) | 613,004 | | | 6/14/2023 | — | — | — | — | — | — | 25,041(7) | 229,876 | | | 2/21/2024 | — | — | — | — | 31,746(8) | 291,428 | — | — | | | 2/21/2024 | — | — | — | — | — | — | 95,238(8) | 874,285 |

  45. Outstanding Equity Awards at December 31, 2024 Table

    Except as described below, all unvested option awards vest over four years, with 25% of such option vesting on the anniversary of the grant date, and the remainder of the options vesting monthly over the subsequent three years, provided that the Named Executive Officer remains employed as of the applicable vesting date. In addition, the stock options will fully vest upon a change in control of the Company and shall be subject to certain accelerated vesting in the event of the Named Executive Officer's death or disability. All option awards have a term of ten years from the date of grant. (2) The option award will vest monthly over three years, provided that the Named Executive Officer remains employed as of the applicable vesting date. In addition, the stock options will fully vest upon a change in control of the Company and shall be subject to certain accelerated vesting in the event of the Named Executive Officer’s death or disability. All option awards have a term of ten years from the date of grant. (3) The amount is based on the December 31, 2024 closing price of $9.18 per share of our common stock on Nasdaq. (4) The RSU award will vest in four equal installments on each of the first four anniversaries of the Grant Date, subject to the recipient’s continuous service to the Company on such vesting dates. In addition, the RSU award will fully vest upon a change in control of the Company and shall be subject to certain accelerated vesting in the event of the recipient’s death or disability. (5) The award will vest in three equal installments on each of the first three anniversaries of the Grant Date, subject to the recipient’s continuous service to the Company on such vesting dates. In addition, the award will fully vest upon a change in control of the Company and shall be subject to certain accelerated vesting in the event of the recipient’s death or disability. (6) The RSU award will vest in three equal installments on each of the first three anniversaries of March 5, 2024, subject to the recipient’s continuous service to the Company on such vesting dates. In addition, the RSU award will fully vest upon a change in control of the Company and shall be subject to certain accelerated vesting in the event of the recipient’s death or disability. (7) No portion of any vested award shall be exercisable at any time during the first three years following the grant date unless and until the publicly traded stock price for the securities underlying the awards is at or above $24.00 per share at market close on such third-year anniversary of the grant date. Should the publicly traded stock price for the Company's common stock be below $24.00 per share at market close on such third-year anniversary of the grant date, no part or portion of the PRSU award will vest and the PRSU award will expire and terminate. (8) The RSU award will vest in three equal installments on each of the first three anniversaries of March 5, 2025, subject to the recipient’s continuous service to the Company on such vesting dates. In addition, the RSU award will fully vest upon a change in control of the Company and shall be subject to certain accelerated vesting in the event of the recipient’s death or disability.

  46. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  47. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any non-qualified defined contribution plans or other deferred compensation plans.

  48. Pay Versus Performance

    Pay Versus Performance As described in greater detail in "Compensation Discussion and Analysis," our executive compensation program reflects a variable "pay-for-performance" philosophy. The performance measures that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our Named Executive Officers to increase the value of our enterprise for our stockholders. The following table sets forth information regarding the compensation provided to our principal executive officer (the "CEO/PEO") and our other Named Executive Officers (the "Non-PEO Named Executive Officers") and our performance during the last four fiscal years.

  49. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for CEO/PEO ($) | Compensation Actually Paid to CEO/PEO ($)(2) | Average Summary Compensation Table for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Loss ($ thousands) | Total Revenue ($ thousands)(6) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | 6,221,699 | 4,059,404 | 2,853,274 | 2,750,657 | 129.39 | 102.00 | (162,123) | 611,562 | | 2023 | 9,477,979 | 23,339,656 | 3,432,342 | 5,474,297 | 212.97 | 140.46 | (186,638) | 482,262 | | 2022 | 5,948,299 | 7,374,460 | 2,283,006 | 3,044,347 | 173.94 | 121.80 | (151,293) | 350,867 | | 2021 | 5,266,839 | 8,273,363 | 2,844,858 | 3,144,984 | 160.99 | 151.64 | (143,032) | 243,212 | | 2020 | 4,683,936 | 23,639,741 | 1,477,059 | 5,761,467 | 204.51 | 122.39 | (78,994) | 144,861 |

  50. Pay Versus Performance

    (1) The CEO/PEO and Non-PEO Named Executive Officers included in the above compensation columns reflect the following:

  51. Pay Versus Performance

    | Year | CEO/PEO | Non-PEO/NEOs | | 2024 | Patrick S. Miles | J. Todd Koning, Craig E. Hunsaker, David P. Sponsel, Scott Lish | | 2023 | Patrick S. Miles | J. Todd Koning, Craig E. Hunsaker, David P. Sponsel, Scott Lish | | 2022 | Patrick S. Miles | J. Todd Koning, Craig E. Hunsaker, David P. Sponsel, Eric Dasso | | 2021 | Patrick S. Miles | J. Todd Koning, Craig E. Hunsaker, David P. Sponsel | | 2020 | Patrick S. Miles | Craig E. Hunsaker, David P. Sponsel |

  52. Pay Versus Performance

    "Compensation Actually Paid" to the CEO/PEO reflects the following adjustments from Total Compensation reported in the applicable Summary Compensation Table:

  53. Pay Versus Performance

    | Adjustments to Determine Compensation "Actually Paid" for CEO/PEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Reported in Summary Compensation Table | 6,221,699 | 9,477,979 | 5,948,299 | 5,266,839 | 4,683,936 | | Less Amounts Reported under the "Stock Awards Column" in the Summary Compensation Table | 5,028,680 | 7,687,586 | 4,356,657 | 3,696,750 | 3,224,266 | | Less Amounts Reported under the "Option Awards" Column in the Summary Compensation Table | — | — | — | — | — | | Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end | 5,256,064 | 10,134,386 | 6,510,735 | 10,572,750 | 12,714,583 | | Plus the Fair Value of Awards Granted during covered year that Vested during covered year | — | — | — | — | 125,793 | | Plus the Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to covered year that were Outstanding and Unvested as of Year-end | (2,428,632) | 1,802,804 | 1,116,353 | (4,423,380) | 10,733,420 | | Plus the Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to covered year that Vested during covered year | 38,953 | 9,612,073 | (1,844,270) | 553,904 | (1,393,725) | | Total Adjustments | (2,162,295) | 13,861,677 | 1,426,161 | 3,006,524 | 18,955,805 | | Compensation Actually Paid | 4,059,404 | 23,339,656 | 7,374,460 | 8,273,363 | 23,639,741 |

  54. Pay Versus Performance

    The average "Compensation Actually Paid" to the Non-PEO Named Executive Officers reflect the following adjustments from Total Compensation reported in the applicable Summary Compensation Table:

  55. Pay Versus Performance

    | Adjustments to Determine Average Compensation "Actually Paid" for Non-PEO NEOs | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Reported in Summary Compensation Table | 2,853,274 | 3,432,342 | 2,283,006 | 2,844,858 | 1,477,059 | | Less Amounts Reported under the "Stock Awards Column" in the Summary Compensation Table | 2,147,889 | 2,489,639 | 1,389,695 | 2,067,800 | 723,996 | | Less Amounts Reported under the "Option Awards" Column in the Summary Compensation Table | — | — | — | — | — | | Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end | 2,672,975 | 3,340,773 | 2,076,807 | 2,971,800 | 2,784,776 | | Plus the Fair Value of Awards Granted during covered year that Vested during covered year | — | — | — | — | 45,359 | | Plus the Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to covered year that were Outstanding and Unvested as of Year-end | (1,476,084) | 537,648 | 266,411 | (697,232) | 2,408,807 | | Plus the Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to covered year that Vested during covered year | 848,381 | 653,173 | (192,182) | 93,358 | (230,538) | | Total Adjustments | (102,617) | 2,041,955 | 761,341 | 300,126 | 4,284,408 | | Compensation Actually Paid | 2,750,657 | 5,474,297 | 3,044,347 | 3,144,984 | 5,761,467 |

  56. Pay Versus Performance

    (4) Reflects total shareholder return indexed to $100 invested on December 31, 2019. (5) Reflects total shareholder return indexed to $100 invested on December 31, 2019 for the Nasdaq Medical Equipment Index, which is an industry line peer group reported in the performance graph included in the Company’s 2024 Annual Report on Form 10-K, and assuming reinvestment of all dividends, where applicable. Total Revenue, which is a GAAP measure, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our Named Executive Officers, including our CEO, for the most recently completed fiscal year to the Company’s performance.

  57. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for 2024

    Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for 2024 As described in greater detail in the "Compensation Discussion and Analysis" included in this proxy statement, our executive compensation program reflects a "pay-for-performance" philosophy. The most important financial performance measures we use to link executive compensation actually paid to our Named Executive Officers, for the most recently completed fiscal year, to our performance are as follows: • Total revenue • Adjusted EBITDA Adjusted EBITDA margin.

  58. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2024 to each of our current non-employee directors.

  59. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(1) | Total ($) | | Evan Bakst | 47,374 | 180,533 | 227,907 | | Mortimer Berkowitz | 54,064 | 180,533 | 234,597 | | Quentin Blackford | 60,945 | 180,533 | 241,478 | | David Demski | 44,293 | 1,292,302 | 1,336,595 | | Karen McGinnis | 57,154 | 180,533 | 237,687 | | David Pelizzon | 44,897 | 180,533 | 225,430 | | Jeff Rydin | 44,897 | 180,533 | 225,430 | | Keith Valentine | 8,654 | 431,400 | 440,054 | | Ward Woods | 59,863 | 180,533 | 240,396 | | | 422,141 | 2,987,433 | 3,409,574 |

  60. 2024 Director Compensation Table

    (1) Amounts represent the aggregate grant date fair value of stock awards computed in accordance with ASC Topic 718, excluding the effects of any estimated forfeitures. The assumptions and methodologies used in the valuation of these awards are discussed in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 26, 2025. (2) Amounts represent fees paid in cash during 2024. Employee members of the Board of Directors receive no compensation or remuneration for service on the Company’s Board of Directors or any committee thereof. Our non-employee directors receive a one-time, time-based RSU award granted upon election or appointment to the Board of Directors, with a grant value of $300,000, as determined by the volume weighted average trading price ("VWAP") of the Company’s stock for the 30-trading day period prior to date of election or appointment (the "Initial Board Grant") provided, however, that no director elected or appointed to the Board of Directors pursuant to a contractual or agreed-up right to such election or appointment shall receive the Initial Board Grant where such election or appointment of said director is meant to replace or succeed a current director who was elected or appointed to the Board of Directors pursuant to that same contractual or agreed-up right to such election or appointment. The Initial Board Grant vests in three equal installments on each of the first three anniversaries of the grant date, conditioned upon continual service on the Board of Directors. Our non-employee directors also receive an annual time-based RSU award for service on the Board of Directors with a grant value of $150,000 (the "Annual Board Grant"). For continuing (incumbent) non-employee directors, the Annual Board Grant is granted as of the date of the annual meeting of stockholders, based upon the VWAP of the Company’s stock for the 30-trading day period prior to the grant date. For newly elected or newly appointed, non-employee directors, the Annual Board Grant is granted upon election or appointment to the Board of Directors, with a grant value, as determined by the 30-trading day VWAP prior to date of election or appointment, pro-rated by the number of days from the date of the prior annual meeting of stockholders to the date of the grant, divided by 365. The Annual Board Grant vests on the earlier of (a) the next annual meeting of stockholders and (b) the death or resignation of the director. In the event of death or resignation of the director, the Annual Board Grant vests pro-rated based on the number of actual days served by the director from the time of the grant to such death or resignation, divided by 365. The following table shows the outstanding and unvested stock awards held at December 31, 2024 by each of our current non-employee directors.

  61. 2024 Director Compensation Table

    | Name | Unvested Stock Awards (#) | | Evan Bakst | 16,747 | | Mortimer Berkowitz | 16,747 | | Quentin Blackford | 16,747 | | David Demski | 142,798 | | Karen McGinnis | 16,747 | | David Pelizzon | 16,747 | | Jeff Rydin | 16,747 | | Keith Valentine | 43,140 | | Ward Woods | 16,747 |

  62. 2024 Director Compensation Table

    Our non-employee directors also receive the following annual cash retainer for service on the Board of Directors, as the Board Chair, as the Lead Director, as a committee Chair and/or as a committee member:

  63. 2024 Director Compensation Table

    | | Member ($) | Chair/Lead Director ($) | | Board of Directors | 45,000 | 75,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating & Corp. Governance Committee | 5,000 | 10,000 |

  64. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors has nominated Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, Jeffrey P. Rydin, Keith Valentine, and Ward W. Woods for election at the Annual Meeting. If they are elected, they will serve on our Board of Directors for a term of one year until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, Jeffrey P. Rydin, Keith Valentine, and Ward W. Woods. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. A plurality of the shares voted FOR each nominee at the Annual Meeting is required to elect each nominee as a director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF MORTIMER BERKOWITZ III, QUENTIN BLACKFORD, DAVID DEMSKI, KAREN K. MCGINNIS, PATRICK S. MILES, DAVID R. PELIZZON, JEFFREY P. RYDIN, KEITH VALENTINE, AND WARD W. WOODS AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.