DEF 14A of Orthofix Medical Inc., Apr 30, 2025

DEF 14A of Orthofix Medical Inc.

Filed Apr 30, 2025 · FY20240000950170-25-061062

Open on EDGAR

  1. Governance of Executive Compensation

    Governance of Executive Compensation Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features: What we do:  Align executive pay with the overall performance of our business and the Company’s common stock  Set meaningful performance targets for annual and performance-based stock awards, approved by our Compensation and Talent Development Committee  Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards  Discourage unnecessary and inappropriate risk taking, and obtain an annual independent risk assessment analysis of our executive compensation program  Maintain robust stock ownership guidelines for our executive officers and directors, which were recently updated in December 2024  Maintain an incentive compensation clawback policy for executive officers  Include “double-trigger” change in control (“CIC”) vesting provisions in all equity grants to executive officers  Our Compensation and Talent Development Committee directly retains an independent compensation consultant who conducts an annual benchmarking of our executive compensation program against an industry peer group What we don’t do: X Pay dividends or dividend equivalents on unvested stock options, unvested time-based vesting stock awards, or unearned performance-based vesting stock awards X Have employment agreements with our executive officers X Pay excise tax gross-ups for change in control payments X Reprice stock options without shareholder approval X Provide excessive perquisites X Permit hedging or pledging of our securities by certain employees considered “insiders”, including our executive officers or directors

  2. Practices and Policies

    Practices and Policies • Experienced, multi-dimensionally diverse Board with extensive business expertise in life sciences, finance, international business, and operational matters • Commitment to frequent Board refreshment, with two of the director nominees standing for election at the Annual Meeting having joined the Board in January 2023 in connection with the Company’s merger with SeaSpine, three of the director nominees having joined the Board in December 2023, and one of the director nominees having joined the Board in March 2025 • Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2024 • 98% average attendance by directors at Board and committee meetings in 2024 • Separation of the Chair of the Board and CEO positions since January 7, 2024. The Company’s former Board Chair, Catherine M. Burzik, also served as interim CEO from September 12, 2023 until January 7, 2024. • Active Board and committee oversight in the area of enterprise risk management, cybersecurity, and corporate responsibility (“CR”) matters, inclusive of climate-related matters, with direct oversight of enterprise risk management and cybersecurity matters provided by the Audit and Finance Committee and direct oversight of CR-related matters provided by the Nominating, Governance, and Sustainability Committee • Compliance and Ethics Committee oversees and monitors a comprehensive, Company-wide compliance and ethics program Corporate code of conduct enforced at all levels of the Company and its subsidiaries Commitment to healthy company culture that strives to directly impact communities around the world through meaningful partnerships, our employee volunteer program Orthofix Gives Back, and charitable contributions Ongoing commitment of resources to keep pace with evolving data privacy and cybersecurity industry practices and regulatory standards • Commitment to sustainable practices in our operations, manufacturing, and supply chain through the use of sustainable energy, waste reduction, and waste and equipment recycling • Annual Board and Board committee self-assessments • Board regularly reviews director and executive succession planning • Robust stock ownership guidelines for our executive officers and directors • Majority voting in the election of directors in uncontested elections • Structured director education and onboarding program • Shareholders owning at least 25% of our outstanding common stock may call a special meeting of shareholders • No shareholder rights plan (commonly referred to as a “poison pill”) or blank check preferred stock • Single class of shares with equal voting rights (no super voting share class) • No supermajority voting requirements to approve mergers or other business combination transactions No political or Political Action Committee (“PAC”) contributions by the Company

  3. Shares of common stock owned by Orthofix’s directors and executive officers

    Shares of common stock owned by Orthofix’s directors and executive officers The following table sets forth the beneficial ownership of shares of our common stock, including stock options currently exercisable and exercisable within 60 days of April 21, 2025 and stock units that are vested or potentially issuable within 60 days of April 21, 2025, by each current director, each director nominee, each named executive officer listed in the Summary Compensation Table, and the persons who were our directors and executive officers as of April 21, 2025, as a group. The Percent of Class figure is based on 39,180,306 shares of our common stock outstanding as of April 21, 2025. Unless otherwise indicated, the beneficial owners exercise sole voting and/or investment power over their shares.

  4. Shares of common stock owned by Orthofix’s directors and executive officers

    | Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership | Percent of Class | | Michael M. Finegan | 41,631(2) | * | | Alan L. Bazaar | 36,339(3) | * | | Wayne Burris | 43,611(4) | * | | Vickie L. Capps | — | * | | Jason M. Hannon | 75,503(5) | * | | John B. Henneman, III | 102,329(6) | * | | Charles R. Kummeth | 36,358(7) | * | | Shweta Singh Maniar | 35,232(8) | * | | Michael E. Paolucci | 98,107(9) | * | | Massimo Calafiore | 30,094(10) | * | | Julie Andrews | 6,333(11) | * | | J. Andrés Cedrón | 5,733(12) | * | | Patrick Fisher | — | * | | Max Reinhardt | 4,800(13) | * | | Lucas Vitale | 11,423(14) | * | | Geoffrey C. Gillespie | 24,166(15) | * | | Catherine M. Burzik | 112,803(16) | * | | Kimberley A. Elting | 386,138(17) | * | | All current directors and executive officers as a group (15 persons) | 527,493 | 1.3% |

  5. Shares of common stock owned by Orthofix’s directors and executive officers

    * Represents less than one percent. (1) The address for each person or entity listed in the table is c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056. (2) Reflects 29,718 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (3) Reflects 338 shares owned directly, 24,088 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (4) Reflects 6,383 shares owned directly, 25,315 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (5) Reflects 6,012 shares owned directly, 44,790 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 24,701 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (6) Reflects 41,045 shares owned directly, 29,506 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 31,778 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (7) Reflects 943 shares owned directly, 23,502 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (8) Reflects 5,726 shares owned directly, and 29,506 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025. (9) Reflects 13,407 shares owned directly, 54,700 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 30,000 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (10) Reflects 30,094 shares owned directly. (11) Reflects 6,333 shares owned directly. (12) Reflects 5,733 shares owned directly. (13) Reflects 4,800 shares issuable pursuant to restricted stock units that are vested or potentially issuable within 60 days of April 21, 2025. (14) Reflects 11,423 shares owned directly. (15) Reflects 7,703 shares owned directly and 16,463 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025. (16) Reflects 112,803 shares owned directly based solely on the most recent Form 4 filed with the SEC on April 9, 2024. (17) Reflects 179,374 shares owned directly and 206,764 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

  6. Shares of common stock owned by Orthofix’s directors and executive officers

    | DELINQUENT SECTION 16(a) REPORTS |

  7. Shares of common stock owned by Orthofix’s directors and executive officers

    Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, requires our officers and directors, and holders of more than 10% of our common stock (collectively, the “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by regulations of the SEC to furnish us with copies of all such filings. Based on our review of these reports and related representations by the Reporting Persons, we believe that all Section 16(a) reports were filed timely in 2024, except that, due to an internal administrative error, the Forms 4 relating to the grant of deferred stock units to Alan L. Bazaar, Michael M. Finegan and Charles R. Kummeth on January 31, 2024 were filed twenty-six business days late.

  8. Shares of common stock owned by Orthofix’s directors and executive officers

    | INFORMATION ABOUT OUR executive officers |

  9. Shares of common stock owned by Orthofix’s directors and executive officers

    Information concerning our executive officers is set forth below.

  10. Shares of common stock owned by Orthofix’s directors and executive officers

    | Name | Age | Position | | Massimo Calafiore | 53 | President and Chief Executive Officer and Director | | Julie Andrews | 54 | Chief Financial Officer | | J. Andrés Cedrón | 44 | Chief Legal Officer | | Patrick Fisher | 51 | President, Global Orthopedics | | Max Reinhardt | 54 | President, Global Spine | | Lucas Vitale | 49 | Chief People and Business Operations Officer |

  11. Shares of common stock owned by Orthofix’s directors and executive officers

    Massimo Calafiore. Mr. Calafiore currently serves as Orthofix President and Chief Executive Officer and as a member of the Orthofix Board of Directors. Previously, Mr. Calafiore served as Chief Executive Officer of LimaCorporate S.p.A., a global orthopedic company focused on restoring motion through digital innovation and customized hardware, from September 2022 to January 2024, when it was acquired by Enovis Corporation. Previously, Mr. Calafiore served from September 2021 through August 2022 as Executive Vice President and Chief Commercial Officer of NuVasive, Inc., where he oversaw product marketing, commercial and commercial enablement functions, as well as NuVasive’s specialized orthopedics and clinical services. From October 2020 through August 2021, he served as NuVasive’s Executive Vice President, Global Business Units, where he was responsible for NuVasive’s product and services organization, including Spine, NuVasive Specialized Orthopedics (NSO) and NuVasive Clinical Services, and commercial enablement such as clinical professional development and global marketing. From 2017 until October 2020, he held various other leadership roles at NuVasive with increasing levels of responsibility, serving as Senior Vice President, Spine Business Unit, from January 2020 to October 2020, Senior Vice President, Global Implant Systems and General Manager of NSO, from February 2019 to December 2019, and Senior Vice President, General Manager of NSO from August 2017 to February 2019. Before his executive service at NuVasive, he spent more than 15 years supporting and leading the U.S. business for Waldemar Link, an orthopedics and medical device company. He holds an M.Sc. in Mechanical Engineering from the University of Catania and an MBA from New York University. Julie Andrews. Ms. Andrews joined Orthofix in 2024 and serves as Chief Financial Officer (CFO). Ms. Andrews brings 30 years of finance and accounting experience to her role, and 24 years of experience in the spine and orthopedics industry. Ms. Andrews served as Senior Vice President, Global Finance at Wright Medical Group N.V. where she led a 170-person finance team responsible for FP&A, accounting, tax, and treasury from September 2019 to December 2020, when the company was acquired by Stryker Corporation. She also served as Wright Medical’s VP of Finance and Chief Accounting Officer from May 2012 to August 2019. Prior to this, she spent 14 years in roles of increasing responsibility at Medtronic Inc., including as Vice President of Finance / Business unit CFO for Medtronic’s $3.5B Spine and Biologics business, where she provided oversight of all FP&A and accounting functions. Most recently, from 2021 to 2023, she served as CFO for Smart Wires Technology, a global transmission grid technology company focused on enabling the transition to renewable energy. Early in her career, she served as a Senior Financial Analyst for Thomas & Betts and as an auditor for Thomas Havey, LLC. Currently, she serves on the board and as audit committee chair of RxSight, Inc., an ophthalmic medical device company. Ms. Andrews received a Bachelor of Science in Accounting from Indiana University, NW. J. Andrés Cedrón. Mr. Cedrón joined Orthofix in 2024 as Chief Legal Officer. He brings 20 years of legal experience to his role. Most recently, he served as Vice President and Corporate Secretary at Stryker Corporation. In this corporate officer position, Mr. Cedrón oversaw corporate governance, SEC compliance, merger and acquisition legal activities, and corporate responsibility legal matters since 2022. Prior to that, Mr. Cedrón held leadership roles as Chief Legal Counsel for Stryker’s $10B+ MSNT Group of divisions from 2018 to 2022, as well as the company’s Europe, Canada, EEMEA and Latin America regions at various times from 2010 to 2018. He has extensive expertise in regulatory and compliance frameworks, anti-corruption programs, litigation management, and commercial legal practices. Mr. Cedrón started his career as a corporate attorney in private practice. He holds a J.D. from Columbia Law School and a B.A. from Colorado College. Patrick Fisher. Mr. Fisher joined Orthofix in 2024 as the President of Global Orthopedics. Mr. Fisher previously served as Vice President and General Manager of the Foot and Ankle business unit with Stryker Corporation. Prior to his tenure at Stryker, Mr. Fisher served as the President of Lower Extremity and Biologics for Wright Medical Technology, which was acquired by Stryker in 2020. He joined Wright Medical in 2002 and held multiple roles of increasing responsibility, including Vice President of U.S. Sales. Mr. Fisher has a proven track record of driving revenue growth, expanding EBITDA, and transforming operations within medium to large publicly traded companies. His expertise spans global marketing, R&D, sales, clinical research, and medical education, with a strong focus on integrity, ethics, and quality compliance. Mr. Fisher has a Bachelor of Arts in International Studies from Rhodes College and a Master of Business Administration in International Business from the University of Memphis. Mr. Fisher serves on several boards, including the Greater Memphis Medical Device Council, the Memphis Chairman’s Circle, and the University of Tennessee Research Advisory Board. He previously served as Chairman of the Board for Clean Memphis and Project Green Fork. Max Reinhardt. Mr. Reinhardt joined Orthofix in 2024 as the President of Global Spine. Mr. Reinhardt is responsible for leading the Company’s global spine and biologics business. Mr. Reinhardt’s experience spans more than 30 years in MedTech and pharmaceuticals, assuming positions of increasing responsibility at Johnson & Johnson from 2002 to 2019, including serving as Worldwide President, DePuy Synthes Spine, achieving the number two market share position in the competitive spine market. Additionally, Mr. Reinhardt served as Vice President, Marketing U.S. Orthopedics, and Global Franchise Leader and Worldwide President of Joint Reconstruction, Sports Medicine and Power Tools. Prior to his experience with Johnson & Johnson, he had senior leadership positions with Steris and Olympus in Europe. Most recently, from 2019 to 2024, he served in different leadership roles for Pacira Biosciences, a company focused on providing innovative non-opioid pain management solutions. Mr. Reinhardt earned his undergraduate diploma from Sparsholt College, Hampshire, U.K. and a Master of Science degree from the University of Hull, U.K. Lucas Vitale. Mr. Vitale joined Orthofix as Chief People and Business Operations Officer in 2024. Mr. Vitale supports the leadership team in shaping and executing the Company’s integration and business transformation strategies. He oversees core shared services functions, including Human Resources, Global Information Services, Global Corporate Marketing, and U.S. Facility Management and Safety. Mr. Vitale has extensive experience in the spine and orthopedics industry having previously served as the Chief Human Resources Officer for NuVasive Inc., a global spine and orthopedic company, from 2019 to 2021, where he led the global HR function and commercial talent strategies. More recently, Mr. Vitale served as Chief Human Resources Officer (CHRO) for ReNAgade Therapeutics, a start-up pharmaceutical company, and Berkeley Lights/PhenomeX, a post-IPO life sciences company. He also served as Senior Vice President of Human Resources at Arena Pharmaceuticals. Earlier in his career, Mr. Vitale held multiple leadership roles at Life Technologies in positions covering various aspects of HR, including mergers, acquisitions and integrations, talent management, leadership development, and establishing culture and diversity initiatives. Mr. Vitale earned a Bachelor of Science in Business Administration from Hawaii Pacific University and a Master of Arts in Industrial/Organizational Psychology from Alliant International University.

  12. Shares of common stock owned by Orthofix’s directors and executive officers

    | INFORMATION ABOUT OUR DIRECTORS |

  13. Executive Overview

    Executive Overview We focus our compensation program for our named executive officers (“NEOs”) and other executives on financial, strategic, and operational goals established by the Board of Directors and designed to create sustained value for our shareholders. Our guiding compensation principle is to pay for performance. Our executive compensation program is designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking. Consistent with our pay-for-performance philosophy, a significant portion of our NEOs’ compensation was delivered in equity-based awards for 2024. For the 2024 annual equity-based grant (excluding inducement awards), 50% of the award value was delivered via performance-based restricted stock units, 25% percent of the award value via time-based vesting stock options and 25% percent of the award value delivered via time-based vesting restricted stock units. For information on inducement awards to our NEOs hired in 2024, see “Executive Leadership Transition” below. In addition, a significant portion of our NEOs’ cash compensation was at risk via our annual cash incentive program, which is 100% performance-based. The Compensation and Talent Development Committee (referred to throughout this Compensation Discussion and Analysis section as the “Committee”) has consistently set challenging financial performance goals under the annual cash incentive plan that rewards executives for achieving or exceeding the annual operating plan. The approach for setting the financial performance goals under the annual cash incentive plan was similar in 2024 as compared to prior years. Our annual cash incentive program in 2024 also included an enterprise CR objective relating to community service. Actual performance for individuals serving in the offices of Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People and Business Operations Officer exceeded target performance goals in 2024. Actual performance of the Global Spine business in 2024 fell short of the target performance goals, which resulted in a lower than target payout for Mr. Reinhardt. The Committee believes that its overall compensation program for NEOs demonstrates the Committee’s pay-for-performance philosophy. Notable financial results and operational accomplishments in 2024 include the following: • Net sales were $799.5 million, an increase of 7.1% on both a reported and constant currency basis • U.S. Spine Fixation net sales growth of 14.2% compared to prior year, driven by distribution expansion and further penetration in existing accounts • Bone Growth Therapies growth of 9.8% and Bone Growth Therapies Fracture growth of 13.0% compared to prior year • U.S. Spinal Implants, Biologics, and Enabling Technologies growth of 7.0% compared to prior year • U.S. Orthopedics net sales growth of 16.4% compared to prior year • Entered into record number of 7D FLASHTM Navigation System placements for full-year 2024 Entered into new $275.0 million credit facility that replaces existing financing and further optimized our capital structure to support long-term profitable growth Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features: What we do:  Align executive pay with the overall performance of our business and the Company’s common stock  Set meaningful performance targets for annual and long-term performance-based awards, approved by the Committee  Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards  Discourage unnecessary and inappropriate risk taking, and we obtain an annual independent risk assessment analysis of our executive compensation program  Maintain robust stock ownership guidelines for our executive officers and directors, which were recently updated in December 2024  Maintain an incentive compensation clawback policy for executive officers  Include “double-trigger” change in control vesting provisions in all equity grants to executive officers; we have no “single-trigger” cash or similar payment rights for executives upon a change in control  Retain an independent compensation consultant What we don’t do: X Pay dividends or dividend equivalents on unvested stock options, unvested time-based vesting stock awards, or unearned performance-based vesting stock awards X Have employment agreements with our executive officers (unless required by law) X Pay excise tax gross-ups for change in control payments X Reprice stock options without shareholder approval X Provide excessive perquisites X Permit hedging or pledging of our securities by certain employees considered “insiders”, including our executive officers or directors

  14. Executive Leadership Transition

    Executive Leadership Transition During the first eight months of 2024, the Board appointed a new senior leadership team, following the departures of three executive officers in September 2023. This included hiring a new President and Chief Executive Officer and new Chief Financial Officer in January 2024 and hiring a new Chief People and Business Operations Officer, Chief Legal Officer and President, Global Spine, in the months that followed. As part of the hiring process, the Committee approved compensation offers designed to incentivize top talent to join the organization, taking into account current market dynamics in the medical device industry and the desire to align compensation with the creation of long-term shareholder value. In determining compensation levels, the Committee evaluated each executive’s background, experience and role within the organization relative to market data for similarly situated executives in the Company’s approved peer group and market survey data, to align the sign-on package with industry standards. The Committee also considered the executive’s previous compensation, including any awards, bonuses or benefits that they had to forego by leaving their former employer. Equity awards given to executives as an employment inducement were designed to include both a one-time “sign-on” amount and a regular annual grant, which were sometimes awarded separately and other times combined into a single aggregate award. For Mr. Calafiore, Ms. Andrews, Mr. Cedrón and Mr. Reinhardt, 50% of the equity awards were performance-based restricted stock units. These vest after three years, depending on how well the Company’s stock performs compared to an industry index. Vesting can range from 0% to 200% of the target, based on the achievement of performance goals. Additionally, 25% of the equity awards were time-based stock options. These stock options also have the vesting condition that the Company’s stock price must reach 150% of the grant price over a one-month period during the term. Therefore, 75% of these equity awards are performance-driven, rewarding executives only if the Company creates shareholder value, and 25% are based solely on the passage of time. The following describes the specific awards made to each NEO hired in 2024: Mr. Calafiore was appointed as the Company’s President and Chief Executive Officer effective January 8, 2024. Mr. Calafiore’s offer compensation included an annual base salary of $825,000, a target bonus of 110% of salary, and target long-term incentives of $4,000,000, delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options. Mr. Calafiore also received sign-on equity incentive awards of $3,500,000, delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options. The Committee’s approval of Mr. Calafiore’s sign-on award and annual long-term incentives reflected his experience as a Chief Executive Officer, his willingness to relocate from Italy to the Company’s U.S. headquarters, and competing opportunities potentially available to him, both within and outside of the U.S., as his then-current employer was being acquired. • Ms. Andrews was appointed as the Company’s Chief Financial Officer effective January 15, 2024. Ms. Andrews’ offer compensation included an annual base salary of $475,000, a target bonus of 70% of salary, and target long-term incentives of $1,800,000, delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options. The Committee’s approval of Ms. Andrews’ sign-on award reflected her prior experience as a Chief Financial Officer of a similarly situated Nasdaq-listed company, and competing opportunities potentially available to her. • Mr. Cedrón was appointed as the Company’s Chief Legal Officer effective April 15, 2024. Mr. Cedrón’s offer compensation included an annual base salary of $470,000, a target bonus of 70% of salary, and target long-term incentives of $1,500,000, delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options. The Committee’s approval of the sign-on award reflected that Mr. Cedrón would leave his senior leadership role at another life sciences company, where he was receiving, and expected to continue to receive, competing long-term incentives. • Mr. Reinhardt was appointed as the Company’s President, Global Spine effective June 10, 2024. Mr. Reinhardt’s offer compensation included an annual base salary of $480,000, a target bonus of 70% of salary, and target long-term incentives of $1,690,000, delivered via a mix of approximately 56% three-year cliff-vesting stock options, 22% performance-based restricted stock units, 11% time-based restricted stock units, and 11% performance-based stock options. The Committee’s approval of the sign-on award reflected that Mr. Reinhardt would be leaving a senior leadership position at another life sciences company where he was receiving, and expected to continue to receive, competing long-term incentives. • Mr. Vitale was appointed as the Company’s Chief People and Business Operations Officer effective March 15, 2024. Mr. Vitale’s offer compensation included an annual base salary of $460,000, a target bonus of 70% of salary, and target long-term incentives of $3,000,000, delivered via a mix of 40% three-year cliff-vesting restricted stock units, 30% performance-based restricted stock units, 15% time-based restricted stock units, and 15% performance-based stock options. The Committee’s approval of the award, with 40% designed as a three-year cliff-vesting grant and intended as a one-time sign-on component, reflected that Mr. Vitale would be leaving his position as Chief Human Resources Officer at another life sciences company, where he was receiving, and expected to continue to receive, competing long-term incentives. In connection with the appointment of Mr. Calafiore and Ms. Andrews, the respective interim positions held by Ms. Burzik and Mr. Gillespie terminated. Mr. Gillespie continues to serve as Chief Accounting Officer.

  15. Compensation Guiding Principles and Philosophy

    Compensation Guiding Principles and Philosophy The Committee is comprised solely of independent directors. The Committee recommends to the Board for determination by the Board, the President and Chief Executive Officer’s compensation, and discharges the responsibilities of the Board relating to all compensation of the Company’s other Section 16 officers and ELT members, including equity-based compensation for other key employees. The Committee conducts itself in large part by our Executive Compensation Guiding Principles. These guiding principles include a compensation approach for executives that reflects a meaningful “pay-for-performance” philosophy and seeks to align compensation payouts with the goals of growing our business and increasing sustainable shareholder value. Our Executive Compensation Guiding Principles, which are reviewed and affirmed by the Committee annually, are as follows: • Each compensation element should be competitive within the medical device industry (anchored to a target market position) but also tailored to Orthofix’s individual circumstances and business needs. • Variable compensation should provide appropriate leverage (upside and downside) so that payouts are commensurate with performance and aligned with shareholders’ interests. • Each compensation element should support Orthofix’s business strategy and objectives of attracting, retaining and motivating top talent. • The Company’s executive compensation program should be easily understood by executives. Management is responsible for effectively communicating the design and administration of the compensation program to employees. Consistent with these principles, the Committee’s compensation philosophy is to fairly compensate executive officers with an emphasis on providing incentives that balance our short-term and long-term objectives. In implementing the “pay-for-performance” compensation philosophy for the Company’s executive officers, the Committee places considerable emphasis on variable elements of pay within the executive compensation program. For 2024, the variable elements of our executive compensation program consisted of the Company’s annual cash incentive plan, which is designed to reward executive officers for achieving specific financial and operational performance goals during the fiscal year, as well as a long-term incentive plan that consisted of a combination of (i) stock options, which only have value if the value of our stock price appreciates over the life of the option, (ii) performance-based vesting restricted stock units, and (iii) time-based vesting restricted stock units. The Committee seeks to provide payouts through the annual cash incentive plan based on actual performance relative to pre-established financial and operational performance goals reflecting strong financial performance by the Company and its business units. These pre-established performance goals also incorporated (i) an operational objective related to the launch of new products and (ii) an enterprise CR objective relating to community service. The Committee also seeks to align executives’ interests with shareholders via grants of equity compensation, which encourage executives to focus on achieving longer-term goals and sustained increases in shareholder value, as the value of these awards is directly commensurate with the fluctuations in the value of the Company’s common stock. In addition to variable compensation programs, executives also receive health and welfare benefits (including our 401(k) plan) that are generally consistent with the level of health and welfare benefits provided to all U.S. based Company employees and those provided by companies in our industry peer group.

  16. Compensation Consultant

    Compensation Consultant The Committee has the authority under its charter to retain, at the Company’s expense, independent compensation consultants to assist in evaluating compensation decisions. The Committee also has the authority to terminate those engagements. In accordance with this authority and to aid the Committee in fulfilling its duties, the Committee has engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant since September 2024. Prior to September 2024, Mercer had been engaged by the Committee to provide executive compensation consulting services. At the Committee’s request, the compensation consultant periodically conducts reviews and recommends updates to our executive officer and director compensation programs and long-term incentive practices. In connection with their engagement, Mercer and Meridian each reported to the Committee regarding their respective independence based on the six factors outlined in SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Committee considered these factors and concluded that both Mercer and Meridian are independent and that their respective engagement by the Committee raised no conflicts of interest.

  17. Peer Group Benchmarking

    Peer Group Benchmarking Decisions related to executive compensation program design and pay levels are informed, in part, by the practices and pay levels of comparable peer organizations. The Committee engages its independent compensation consultant to conduct an annual executive compensation analysis that provides market competitive levels of total compensation. The assessment used in connection with setting 2024 compensation was provided by Mercer and compared the compensation levels of our Section 16 officers and members of our ELT with market data to determine whether their compensation levels remained consistent with market practice and our compensation philosophy. In conducting the assessment, Mercer made comparisons to our industry peer group and survey data including companies in the life sciences/medical devices industries. In conducting the benchmarking for 2024 pay decisions, Mercer utilized a selection of 18 peer companies. The members of the peer group were selected for inclusion principally because of their overall similarity to Orthofix in terms of annual revenue, industry sector/sub-sector, medical technology product lines and international penetration. The peer group for 2024 pay decisions consisted of the following companies in the life sciences/medical devices industries, with whom we compete against for executive talent:

  18. Peer Group Benchmarking

    | Accuray Inc. | Globus Medical Inc. | | Alphatec Holdings Inc. | Haemonetics Corporation | | AngioDynamics, Inc. | Integer Holdings Corporation | | Artivion Inc. | Integra LifeSciences Holdings Corporation | | AtriCure, Inc. | LivaNova PLC | | Avanos Medical, Inc. | Merit Medical Systems, Inc. | | Bioventus Inc. | Nevro Corp. | | CONMED Corporation | NuVasive, Inc.(1) | | Enovis Corporation | ZimVie Inc. |

  19. Peer Group Benchmarking

    1 NuVasive, Inc. merged with Globus Medical in September 2023

  20. The Role of Shareholder Say-on-Pay Votes

    The Role of Shareholder Say-on-Pay Votes The Company provides its shareholders with the opportunity to cast an annual advisory, non-binding vote on executive compensation (a “say-on-pay proposal”), and subsequently evaluates these results and any feedback received by shareholders. At the 2024 annual meeting of shareholders, the Company’s say-on-pay proposal was supported by approximately 97% of the votes cast at the meeting, which we believe supports the Company’s “pay-for-performance” approach to executive compensation. The Committee evaluated the results of the vote and believes that the voting results over the course of the last several years (which has included 90% or greater approval votes at each of the Company’s last nine annual meetings of shareholders) affirm shareholders’ overall support of the Company’s approach to executive compensation. The Committee believes that its continued efforts to evolve the Company’s compensation programs towards policies viewed by institutional and other shareholders as aligning executive compensation with the interests of shareholders and good corporate governance are reflected in these recent vote results. In addition to responding to the input of shareholders, the Committee has also considered many other factors in designing and evaluating the Company’s executive compensation programs, including the alignment of our compensation programs with our corporate business objectives, periodic analysis of our programs by the compensation consultant, and an annual review of data versus a comparator group of peer companies. Each of these factors is evaluated in the context of the Committee members’ fiduciary duty to act as the directors determine to be in shareholders’ best interests. Each of these factors informed the Committee’s decisions regarding named executive officers’ compensation for 2024. The Committee will continue to consider feedback from shareholders, including the outcome of the Company’s say-on-pay votes, when making future compensation decisions for its named executive officers.

  21. Overview

    Overview Our compensation program for executive officers and other key employees consists of three primary elements: • annual salary; • performance-based cash incentives in the form of annual bonuses; and • long-term equity-based incentives under our long-term incentive plan. The Committee reviews annually what portion of the Section 16 officers and other ELT members’ total compensation should be in the form of salary, target annual cash bonus opportunity and long-term equity-based incentive compensation. The Committee believes an appropriate mix of these elements, commensurate with our Executive Compensation Guiding Principles, will assist the Committee in meeting its compensation objectives. In addition, as further described below, we sometimes grant one-time bonuses and stock awards in connection with new hires and promotions, for retention, or special recognition purposes. As part of its decision-making process, the Committee reviews information setting forth all components of the compensation and benefits received by our named executive officers. This information includes a specific review of dollar amounts for salary, target bonus opportunity, and long-term equity-based incentive compensation. The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation, and long-term equity incentive compensation award values at target) for Mr. Calafiore, our President and Chief Executive Officer, and our other named executive officers for 2024. These charts illustrate that 92% of our President and Chief Executive Officer’s annual total target direct compensation and 83% of our other named executive officers’ annual total target direct compensation was performance-based or variable.

  22. Cash Performance-Based Incentives – Annual Incentive Program

    Cash Performance-Based Incentives – Annual Incentive Program The Committee believes that a significant portion of the compensation for each Section 16 officer and other members of the ELT should be in the form of an annual performance-based cash bonus. These bonuses are provided through our annual cash incentive program, which seeks to align any payout to an executive with actual financial performance of the Company relative to certain pre-established financial and operational performance targets. The Committee is responsible for approving the annual bonus plan design every year. At the outset of each year, the Committee establishes target financial and operational performance goals and a range of performance around the target performance goals for which a bonus would be paid as described below. The plan design, metrics, and threshold, target, and maximum goals support the annual corporate operating plan for the year. The Committee established and approved performance goals at the outset of 2024, which goals were based on (i) net sales, (ii) adjusted EBITDA, (iii) adjusted free cash flow, (iv) new product introduction targets derived from the Company’s internal budget and financial forecast, and (v) an enterprise CR objective associated with community service hours. The performance goals for individuals serving in the offices of President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People and Business Operations Officer at any point during the year (whether on a full-time or interim basis), were based on Company-wide net sales weighted at 30%, Company-wide adjusted EBITDA weighted at 30%, Company-wide adjusted free cash flow weighted at 25%, new product introductions weighted at 10% and the Company enterprise CR objectives weighted at 5%. For Mr. Reinhardt and Ms. Elting, the Company-wide net sales, adjusted EBITDA, adjusted free cash flow, new product introductions, and Company enterprise CR objective metrics were weighted at 15%, 30%, 25%, 10%, and 5%, respectively, while net sales for each of Mr. Reinhardt and Ms. Elting’s business segments (Global Spine and Global Orthopedics, respectively) was also weighted at 15%. Adjusted EBITDA consists of EBITDA (defined as GAAP-derived net income from operations plus net interest expense, income tax expense, depreciation and amortization) net of credits or charges that were considered by the Committee at the time bonus targets were set to be outside of the normal ongoing operations of the Company. Adjusted free cash flow is a non-GAAP financial measure, consisting of net cash flows from operating activities (a GAAP measure), less capital expenditures (a GAAP measure), and excluding certain activities considered by the Committee, at the time bonus targets were set, to be outside of the normal ongoing operations of the Company. An executive could earn from 0% to 150% of his or her targeted bonus based upon actual performance measured against the range of established performance goals. The Committee determined that no payouts would be made for performance below the 50% achievement threshold on any specific goal. The enterprise CR objectives for 2024 pertained to employee engagement in community service across at least 30% of the global organization with a minimum of 1,750 hours contributed across the Company. Performance against the goals was measured and assessed by the Committee in February 2025. Each of the Committee members participated in and approved the assessment of performance against the goals. The table below outlines the threshold, target, and maximum performance goals relative to actual achievement for the financial performance metrics described above in 2024. Actual weighted performance for individuals serving in the offices of President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People and Business Operations Officer exceeded target performance goals in 2024. Actual performance of the Global Spine business in 2024 fell short of the target performance goals, which resulted in lower than target payout for Mr. Reinhardt, as illustrated in the table below, demonstrating the Committee’s commitment to its pay-for-performance philosophy.

  23. Cash Performance-Based Incentives – Annual Incentive Program

    | | Weighting | | | | | | | Performance Goals/Actual Results (in millions) | | | | | | | Mr. | Ms. | Mr. | Mr. | Mr. | Mr. | Ms. | Threshold | Target | Maximum | | Percent | | 2024 Financial and Operational Metrics(1) | Calafiore | Andrews | Cedrón | Gillespie | Reinhardt | Vitale | Elting | 50% | 100% | 150% | Actual(2) | Achievement(3) | | Company-wide Net Sales | 30.0% | 30.0% | 30.0% | 30.0% | 15.0% | 30.0% | 15.0% | $780.9 | $805.0 | $829.2 | $796.7 | 82.9% | | Company-wide Adjusted EBITDA(2) | 30.0% | 30.0% | 30.0% | 30.0% | 30.0% | 30.0% | 30.0% | $75.0 | $88.2 | $101.4 | $83.6 | 82.4% | | Company-wide Adjusted Free Cash Flow | 25.0% | 25.0% | 25.0% | 25.0% | 25.0% | 25.0% | 25.0% | $11.6 | $14.6 | $17.6 | $21.7 | 150.0% | | Global Spine Net Sales | N/A | N/A | N/A | N/A | 15.0% | N/A | N/A | $447.7 | $461.5 | $475.3 | $441.8 | 0.0% | | Global Orthopedics Net Sales | N/A | N/A | N/A | N/A | N/A | N/A | 15.0% | $115.9 | $119.5 | $123.1 | $121.5 | 128.3% | | New Product Introductions | 10.0% | 10.0% | 10.0% | 10.0% | 10.0% | 10.0% | 10.0% | 24 | 30 | 36 | 30 | 100.0% | | Enterprise Objectives | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | Minimum of 1,750 service hours | | | Met | 100.0% | | Total | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | | | | | |

  24. Cash Performance-Based Incentives – Annual Incentive Program

    (1) Committee approval of financial performance targets provided that actual results would be adjusted to eliminate the effect of subsequent currency fluctuations. The amounts shown in the table represent actual reported amounts as adjusted to reflect such pre-approved constant currency adjustments. (2) Adjusted EBITDA amounts shown are prior to the inclusion of expense associated with the annual incentive plan. (3) The weighted percent achievement based on these metrics resulted in a payout of 102.1% for each of Mr. Calafiore, Ms. Andrews, Mr. Cedrón, Mr. Gillespie, and Mr. Vitale. As the net sales component for Mr. Reinhardt’s bonus was weighted at 15% on Company-wide Net Sales and at 15% on Global Spine Net Sales, this resulted in a weighted percent achievement of 89.7% for Mr. Reinhardt. In all cases, no post-performance adjustments were made to the weighted percent achievement as computed by the applicable formula. In conjunction with her change in control and severance agreement, Ms. Elting received a pro-rated cash bonus for the 2024 calendar year equal to her respective target bonus amount for the portion of the 2024 calendar year she was employed by Orthofix (see section titled “Separation and Release Agreement with Kimberley A. Elting”). Ms. Burzik was not eligible for a payout under the annual incentive program and thus is excluded from the tables above and below.

  25. Aggregate Payouts

    Aggregate Payouts The resulting payouts under the annual incentive program are described in the table below:

  26. Aggregate Payouts

    | Name | 2024 Base Salary Amount | Target Bonus Percentage of Salary | Weighted Percent Achievement | Total Annual Incentive Plan Bonus | | Massimo Calafiore | $825,000 | 110% | 102.1% | $926,558 | | Julie Andrews | $475,000 | 70% | 102.1% | $339,483 | | J. Andrés Cedrón | $470,000 | 70% | 102.1% | $335,909 | | Geoffrey C. Gillespie (1) | $325,599 | 43% | 102.1% | $141,547 | | Max Reinhardt | $480,000 | 70% | 89.7% | $301,392 | | Lucas Vitale | $460,000 | 70% | 102.1% | $328,762 |

  27. Aggregate Payouts

    (1) Amounts shown for Mr. Gillespie reflect changes to his compensation effective March 4, 2024, when he was employed by the Company as Chief Accounting Officer. Payouts to the named executive officers under the annual incentive program are reflected in column (g) of the “Summary Compensation Table.”

  28. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives

  29. Long-Term Incentive Plan – 2012 LTIP and SeaSpine 2015 Plan

    Long-Term Incentive Plan – 2012 LTIP and SeaSpine 2015 Plan In accordance with our Executive Compensation Guiding Principles, the creation of sustainable shareholder value by means of equity incentive awards is a very important element of the total compensation provided to executives at Orthofix. Our primary equity compensation plan is the 2012 LTIP, which was originally approved by our shareholders at the Company’s 2012 annual meeting, with amendments further increasing the number of shares authorized under the plan being approved by our shareholders, most recently at the Company’s 2024 annual meeting. In connection with the Company’s merger with SeaSpine, the Company assumed awards outstanding under the SeaSpine 2015 Plan. All former SeaSpine employees and all new employees of the Company and its subsidiaries and affiliates hired after January 5, 2023 are eligible and may receive awards under the SeaSpine 2015 Plan. The Committee recommends to the Board the long-term incentive plan grants for our Chief Executive Officer, and the Board determines such grants after taking into account such recommendations. The Committee determines the long-term incentive plan grants for our other Section 16 officers and members of the ELT. In addition, the Committee occasionally offers inducement grants (in accordance with applicable Nasdaq rules) to newly hired employees outside of shareholder approved plans, as done in connection with new executive appointments in 2024. These inducement grants have been made on terms that are substantially similar to grants under the 2012 LTIP. For the 2024 annual equity-based grant (excluding inducement awards), 50% percent of the award value was delivered via performance-based restricted stock units ("PSUs"), 25% percent of the award value was delivered via time-based stock options, and the remaining 25% percent of the award value was delivered via restricted stock units with time-based vesting ("RSUs").

  30. Long-Term Incentive Plan – 2012 LTIP and SeaSpine 2015 Plan

    | | PSUs | RSUs | Options | | Value Weighting | 50% | 25% | 25% | | Performance Conditions | Total Shareholder Return (“TSR”) relative to the S&P Healthcare Equipment Select Industry Index | Service through vesting | Stock price appreciation Service through vesting | | Term/Length | N/A | N/A | Seven years | | Vesting | Cliff vest after three years to the extent earned upon certification of results | Vest in three equal installments on the first, second, and third anniversaries of the grant date | Vests one-third on the anniversary of the grant date and the remainder in eight substantially equal quarterly installments thereafter |

  31. Time-Based Restricted Stock Units and Stock Options

    Time-Based Restricted Stock Units and Stock Options In 2024, the Committee granted executives 25% of their respective annual long-term incentive award in the form of RSUs and 25% in the form of stock options. Under the Company’s existing arrangements with executives, the unvested portion of any RSU or stock option grant is forfeited if the executive voluntarily ceases employment prior to vesting without “good reason.” In the event that the executive is terminated by the Company with “cause,” any remaining unvested portion of the grant is forfeited. In the event that the executive is terminated by the Company without “cause” or quits employment for “good reason,” a portion of the award vests on an accelerated basis (unless such termination of employment occurs within 24 months following “change in control,” in which case the entire award vests on an accelerated basis). In the event the executive dies or suffers a long-term disability, the full grant vests. In all of the foregoing circumstances, vested stock options are subject to a limited post-employment exercise period, which ranges from 3 to 36 months depending on the circumstance. In the case of stock options held by employees who remain continuously employed, the options typically expire and are no longer exercisable 7 years from the grant date, based on the Company’s standard grant agreement. In connection with the merger with SeaSpine, which was consummated in January 2023, the Board determined that the merger would be treated as a “corporate transaction” and a “change in control” under the Company’s equity compensation plans and applicable employment-related agreements with executives, some of whom ceased employment with the Company in 2024, including Ms. Elting.

  32. Performance-Based Stock Options

    Performance-Based Stock Options In 2024, the Committee granted to certain executives performance-based stock options in connection with the commencement of their employment with the Company. The performance-based stock options contain both performance and service conditions and will vest upon the later of the date on which each of the conditions is met. The Committee approved this design in consideration of the stock price at the time the awards were granted. • Service-based Conditions. The vesting schedule for the service conditions are such that 1/3 of the options vest on the first anniversary of the grant date and 1/12 of the options vest quarterly thereafter. • Performance Condition. The performance conditions will have been met on the date on which the average closing price of the Company’s stock over a consecutive thirty-day period has been equal to or greater than 150% of the price on the grant date.

  33. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units In 2024, the Committee granted 50% of executives’ respective total annual long-term incentive award value in the form of PSUs. The PSUs have been structured so that they are earned based on the TSR of the Company’s common stock relative to other companies in an applicable industry index during a three-year performance period following the date of grant. TSR is determined by (i) the change in share price and (ii) the payment of dividends and other distributions on a company’s shares during the performance period. TSR is measured using the average closing price during the 20 days preceding each of the beginning and the end of the performance period. The Committee used the S&P Healthcare Equipment Select Industry Index as the applicable industry index. Achieved vesting percentages are based on the following criteria:

  34. Performance-Based Restricted Stock Units

    | Company's TSR Percentile Rank | Vesting Percentage | | Below 25th Percentile | 0% | | 25th Percentile | 50% (threshold) | | 50th Percentile | 100% (target) | | 75th Percentile | 200% (maximum) |

  35. Performance-Based Restricted Stock Units

    In the event that the Company’s TSR percentile rank for the performance period falls between any of the amounts set forth above (to the extent greater than the threshold and lower than the maximum), the vesting percentage will be determined by linear interpolation between such amounts. The PSU award agreement provides that the vesting percentage may not exceed 100% if the Company’s absolute TSR during the performance period is negative. In addition, the vesting percentage is capped such that the PSU award will never trigger the issuance of shares with a vesting date fair market value of more than five times the fair market value of the target award on the date of grant. Generally, if an executive voluntarily ceases employment without “good reason” or “qualified retirement” eligibility prior to the end of the three-year performance period, the entire award is forfeited.

  36. Equity Award Approval Process

    Equity Award Approval Process In connection with their respective offer terms, the Committee recommended to the Board, and the Board approved, the value-based equity award for the President and Chief Executive Officer and the Chief Financial Officer. These equity incentive awards were granted effective January 8, 2024 and January 15, 2024, respectively. The Committee also approved the value-based equity awards for all other Section 16 officers and members of the ELT employed as of the grant date. These equity incentive awards were granted effective January 8, 2024. The number of shares/units underlying each award (and the exercise price for stock options) were based on the closing price of the Company’s common stock on such effective date. In addition to the annual equity incentive grants made in January 2024, the Committee also made grants to new hires upon their start date. See “Executive Leadership Transition” above for more detail. Generally, the Committee approves the form and grant date fair value amount of annual equity incentive grants at meetings held in December, January or February, with the effective dates of the grants (including the determination of the number of shares subject to awards and the exercise price of stock options, which in each case are based on the closing price of the Company’s common stock on the grant effective date) occurring as of a later date when the Company’s insider trading window for executives is open. In the event that grants become effective at a time when the Company’s insider trading window is closed, the Committee does not seek to affect the value of grants by timing them in relation to the release or non-release of material nonpublic information. During 2024, the Company did not grant stock options to any of its NEOs in any period beginning four business days prior to and ending one business day after the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that disclosed material non-public information.

  37. Governance of Executive Compensation

    | | Chief Executive Officer | Other Executive Officers | Non-Employee Directors | | Ownership requirement compared to base salary / annual cash retainer | 5x | 2x | 5x | | Equity that Qualifies as Ownership: | | | | | Common stock held | Yes | Yes | Yes | | Unvested time-based vesting restricted stock units | Yes | Yes | Yes | | Vested but unsettled time-based vesting restricted stock units(1) | Yes | Yes | Yes | | Unvested performance stock units | No | No | No | | Unvested stock options | No | No | No | | Vested and/or exercisable stock options, including in-the-money options | No | No | No | | Outstanding contributions to the stock purchase plan | Yes | Yes | Yes |

  38. Accounting and Tax Effects

    | SUMMARY COMPENSATION TABLE |

  39. Accounting and Tax Effects

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Active Officers as of December 31, 2024: | | | | | | | | | | Massimo Calafiore - President and | 2024 | 793,269 | — | 6,558,979 | 2,013,237 | 926,558 | 337,911(4) | 10,629,953 | | Chief Executive Officer | | | | | | | | | | Julie Andrews - Chief Financial Officer | 2024 | 447,596 | — | 1,574,174 | 483,307 | 339,483 | 323,051(5) | 3,167,610 | | J. Andrés Cedrón - Chief Legal Officer | 2024 | 325,385 | — | 1,311,792 | 390,685 | 335,909 | 879(6) | 2,364,650 | | Geoffrey C. Gillespie - Chief Accounting Officer | 2024 | 330,462(7) | 60,906(8) | 268,642 | 112,501 | 141,547 | 3,874(9) | 917,932 | | and Former Interim Chief Financial Officer | 2023 | 263,608 | — | 387,294 | 97,273 | 94,570 | 44,301 | 887,046 | | Max Reinhardt - President, Global Spine | 2024 | 258,462 | — | 655,822 | 1,138,507 | 301,392 | 429,146(10) | 2,783,328 | | Lucas Vitale - Chief People and Business | 2024 | 355,615 | — | 2,774,010 | 477,296 | 328,762 | 191,391(11) | 4,127,074 | | Operations Officer | | | | | | | | | | Former Officers: | | | | | | | | | | Catherine Burzik - Former Interim | 2024 | 31,731 | — | — | — | — | 10,073(12) | 41,804 | | Chief Executive Officer | 2023 | 234,807 | 137,601 | 1,870,633 | — | 227,683 | 86,960 | 2,557,684 | | Kimberley A. Elting - Former President, Global | 2024 | 305,313(13) | 220,624(14) | 1,658,394 | 580,355 | — | 19,381(15) | 2,784,066 | | Orthopedics and Interim Chief | 2023 | 494,626 | 250,000 | 1,666,812 | 734,128 | 374,616 | 32,480 | 3,552,662 | | Legal Officer | 2022 | 475,549 | — | 2,200,005 | — | 270,738 | 20,380 | 2,966,672 |

  40. Accounting and Tax Effects

    | GRANTS OF PLAN-BASED AWARDS |

  41. Accounting and Tax Effects

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |

  42. Accounting and Tax Effects

    | OPTION EXERCISES AND STOCK VESTED |

  43. Accounting and Tax Effects

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  44. Potential Payments to Named Executive Officers

    Potential Payments to Named Executive Officers

  45. 2024 Potential Payments Upon Termination or Change in Control

    2024 Potential Payments Upon Termination or Change in Control The following table reflects the estimated payments and benefits that would be provided to each of Mr. Calafiore, Ms. Andrews, Mr. Cedrón, Mr. Gillespie, Mr. Reinhardt and Mr. Vitale, upon his or her termination or upon a change in control pursuant to the terms of his or her respective change in control and severance agreement and related equity award agreements. For purposes of this table, we assume that the triggering event took place on December 31, 2024, and the price per share of our common stock was $17.46, the closing market price as of that date. For any triggering event that presupposes a change in control, we assume a change in control has so occurred.

  46. 2024 Potential Payments Upon Termination or Change in Control

    | Name | Triggering Event | Lump Sum Severance Payment ($) | Value of Stock- Based Rights ($) | Value of Welfare Benefits ($) | Fees and Expenses of Out-placement Firm ($) | Total ($) | | Active Officers as of December 31, 2024: | | | | | | | | Massimo Calafiore | Termination for death or disability | 2,598,750 | 8,761,913(1) | 43,652 | 18,750 | 11,423,065 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 2,598,750 | 5,784,338(2) | 43,652 | 18,750 | 8,445,490 | | | Termination for death, disability, good reason or without cause during a change in control period | 3,465,000 | 13,688,549(3) | 43,652 | 25,000 | 17,222,201 | | Julie Andrews | Termination for death or disability | 807,500 | 2,019,717(1) | 20,171 | 12,500 | 2,859,888 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 807,500 | 1,028,965(2) | 20,171 | 12,500 | 1,869,136 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,211,250 | 3,170,924(3) | 20,171 | 18,750 | 4,421,095 | | J. Andrés Cedrón | Termination for death or disability | 799,000 | 1,783,833(1) | 31,888 | 12,500 | 2,627,221 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 799,000 | 737,610(2) | 31,888 | 12,500 | 1,580,998 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,198,500 | 2,784,221(3) | 31,888 | 18,750 | 4,033,359 | | Geoffrey C. Gillespie | Termination for death or disability | 420,500 | 917,853(1) | 31,888 | 12,500 | 1,382,741 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 420,500 | 107,554(2) | 31,888 | 12,500 | 572,442 | | | Termination for death, disability, good reason or without cause during a change in control period | — | —(3) | 31,888 | — | 31,888 | | Max Reinhardt | Termination for death or disability | 816,000 | 1,601,170(1) | 29,101 | 12,500 | 2,458,771 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 816,000 | 554,218(2) | 29,101 | 12,500 | 1,411,819 |

  47. 2024 Potential Payments Upon Termination or Change in Control

    | | Termination for death, disability, good reason or without cause during a change in control period | 1,224,000 | 2,104,053(3) | 29,101 | 18,750 | 3,375,904 | | Lucas Vitale | Termination for death or disability | 782,000 | 3,520,991(1) | 9,257 | 12,500 | 4,324,748 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 782,000 | 1,401,840(2) | 9,257 | 12,500 | 2,205,597 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,173,000 | 4,664,656(3) | 9,257 | 18,750 | 5,865,663 |

  48. 2024 Potential Payments Upon Termination or Change in Control

    (1) In the event of a termination for death or disability, the executive would receive acceleration of all time-based restricted stock units and stock options, and outstanding performance stock units would be deemed vested and achieved at target levels. Amount in table reflects the value of all such accelerated shares (which in the case of stock options, is based on spread value) as of December 31, 2024. (2) In the event of a termination for good reason or without cause, the executive would receive partial acceleration of all time-based restricted stock units and stock options, and outstanding performance stock units would be deemed vested on a pro-rata basis and achieved at the greater of the percentage achievement that the awards were on pace to achieve as of the termination date or as of the end of the performance period. Amount in table reflects the value of all such accelerated shares (which in the case of stock options, is based on spread value) as of December 31, 2024. (3) Under the Company’s performance stock unit agreements, in the event of a change in control, (i) performance goals will be deemed achieved at the greater of target or the percentage achievement that the awards were on pace to achieve as of the consummation of the change in control, and (ii) if such awards are assumed or continued in connection with the change in control, the awards become time-based awards that vest upon the (x) executive’s continued service through the end of the original performance period or (y) the executive’s earlier death, disability, termination by the Company without cause or termination by the executive for good reason. The amounts shown in the table therefore show the value of these awards if performance goals were achieved at target, which would occur under the terms of the awards in the event of a change in control assuming that a change in control occurred at a time when awards were tracking below target levels. Further, as a result of the merger with SeaSpine on January 5, 2023, all outstanding PSUs were converted to time-based RSUs at target, which vest over the previously defined performance period.

  49. 2024 Potential Payments Upon Termination or Change in Control

    | PAY RATIO DISCLOSURE |

  50. 2024 Potential Payments Upon Termination or Change in Control

    The Company is required to disclose in its proxy statement the annual total compensation of the median-compensated employee of, generally, all Company employees (excluding its Chief Executive Officer), the annual total compensation of its Chief Executive Officer, and the ratio of the Chief Executive Officer’s compensation to the median employee’s compensation. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected the median employee in 2023 based on an analysis of full-time, part-time, temporary and seasonal workers employed by the Company or any of its consolidated subsidiaries as of December 31, 2023. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $10,837,801. We calculated this amount by annualizing Mr. Calafiore’s total compensation for the period from January 8, 2024 through December 31, 2024 when he served as Chief Executive Officer. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $86,095. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for fiscal year 2024 was 126 to 1.

  51. 2024 Potential Payments Upon Termination or Change in Control

    | PAY VERSUS PERFORMANCE |

  52. 2024 Potential Payments Upon Termination or Change in Control

    In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company is required to disclose in its proxy statement information that shows the relationship between “Compensation Actually Paid” as defined in Item 402(v) of Regulation S-K and the financial performance of the Company. The following table provides compensation, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid,” as computed in accordance with SEC rules, for our principal executive officer (“PEO”) and our other named executive officers for each of the years presented below other than the PEO (such other named executive officers, the “Non-PEO NEOs”).” In accordance with SEC rules, the table also provides information on our cumulative TSR, the cumulative TSR of a peer group, Net Income, and a Company-selected measure, Company-wide net sales. “Compensation Actually Paid” does not necessarily reflect the target value of compensation as approved by our Compensation and Talent Development Committee or the value of compensation actually earned, realized, or received by the Company’s NEOs. The Compensation and Talent Development Committee did not consider the “Compensation Actually Paid” in making its pay decisions for any of the years shown.

  53. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Summary Compensation Table Total for PEO 1¹ ($) | Summary Compensation Table Total for PEO 2¹ ($) | Summary Compensation Table Total for PEO 3¹ ($) | Summary Compensation Table Total for PEO 4¹ ($) | Compensation Actually Paid to PEO 1¹˒²˒³ ($) | Compensation Actually Paid to PEO 2¹˒²˒³ ($) | Compensation Actually Paid to PEO 3¹˒²˒³ ($) | Compensation Actually Paid to PEO 4¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Company-Wide Net Sales⁵ ($ Millions) | | | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (b) | | (c) | (c) | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | — | 41,804 | 10,629,953 | — | — | 94,783 | 14,627,008 | 2,690,777 | 3,049,603 | 37.81 | 150.42 | -126.00 | 799.49 | | 2023 | 15,628,123 | 6,484,267 | 2,615,890 | — | 2,339,023 | (1,199,925) | 2,578,673 | — | 2,275,647 | 521,034 | 29.19 | 130.16 | -151.40 | 746.64 | | 2022 | 6,316,051 | — | — | — | 5,003,168 | — | — | — | 2,133,026 | 1,363,185 | 44.46 | 120.91 | -19.75 | 460.71 | | 2021 | 5,340,865 | — | — | — | 723,446 | — | — | — | 1,791,220 | 673,740 | 67.32 | 169.55 | -38.38 | 464.48 | | 2020 | 5,337,861 | — | — | — | 6,764,143 | — | — | — | 1,502,685 | 1,451,284 | 93.07 | 145.89 | 2.52 | 406.56 |

  54. 2024 Potential Payments Upon Termination or Change in Control

    (1) Jon C. Serbousek (PEO 1) was our CEO for each year presented until January 5, 2023. Keith C. Valentine (PEO 2) was our CEO from January 5, 2023 through September 11, 2023. Catherine Burzik (PEO 3) was our Interim CEO from September 11, 2023 through January 8, 2024. Massimo Calafiore (PEO 4) became our CEO on January 8, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  55. 2024 Potential Payments Upon Termination or Change in Control

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Douglas C. Rice | Douglas C. Rice | Douglas C. Rice | Geoffrey C. Gillespie | Julie Andrews | | Kimberley A. Elting | Kimberley A. Elting | Kimberley A. Elting | Kimberley A. Elting | J. Andrés Cedrón | | Kevin J. Kenny | Kevin J. Kenny | Kevin J. Kenny | Kevin J. Kenny | Geoffrey C. Gillespie | | Paul W. Gonsalves | Paul W. Gonsalves | Paul W. Gonsalves | John Bostjancic | Max Reinhardt | | Davide Bianchi | | | Douglas C. Rice | Lucas Vitale | | | | | Puja Leekha | Kimberley A. Elting | | | | | Patrick L. Keran | |

  56. 2024 Potential Payments Upon Termination or Change in Control

    (2) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below. (3) “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  57. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Summary Compensation Table Total for PEO 3 | Exclusion of Stock Awards and Option Awards for PEO 3 | Inclusion of Equity Values for PEO 3 | Compensation Actually Paid to PEO 3 | | | ($) | ($) | ($) | ($) | | 2024 | 41,804 | — | 52,979 | 94,783 |

  58. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Summary Compensation Table Total for PEO 4 | Exclusion of Stock Awards and Option Awards for PEO 4 | Inclusion of Equity Values for PEO 4 | Compensation Actually Paid to PEO 4 | | | ($) | ($) | ($) | ($) | | 2024 | 10,629,953 | (8,572,215) | 12,569,270 | 14,627,008 |

  59. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) | ($) | ($) | | 2024 | 2,690,777 | (1,904,247) | 2,263,073 | 3,049,603 |

  60. 2024 Potential Payments Upon Termination or Change in Control

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  61. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 3 | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 3 | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 3 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 3 | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 3 | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO 3 | Total - Inclusion of Equity Values for PEO 3 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | — | — | — | 52,979 | — | — | 52,979 |

  62. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 4 | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 4 | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 4 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 4 | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 4 | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO 4 | Total - Inclusion of Equity Values for PEO 4 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 12,569,270 | — | — | - | — | — | 12,569,270 |

  63. 2024 Potential Payments Upon Termination or Change in Control

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 2,205,234 | 26,571 | 59,104 | (27,836) | — | — | 2,263,073 |

  64. 2024 Potential Payments Upon Termination or Change in Control

    (4) The Peer Group TSR set forth in this table utilizes the NASDAQ Stocks Surgical, Medical and Dental Instruments Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Stocks Surgical, Medical and Dental Instruments Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Company-Wide Net Sales to be the most important financial performance measure used to link Company performance to “Compensation Actually Paid” to our NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  65. Relationship between “Compensation Actually Paid” and Performance

    Relationship between “Compensation Actually Paid” and Performance The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEO and the average of the “Compensation Actually Paid” to our Non-PEO NEOs to our net income. The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to the TSR performance of our common stock and the TSR performance of the Peer Group. The TSR performance amounts in the graph assume that $100 was invested beginning on December 31, 2019 and that all distributions or dividends were reinvested, where applicable. The following graph shows the relationship of “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to Company-Wide Net Sales.

  66. Relationship between “Compensation Actually Paid” and Performance

    | DIRECTOR COMPENSATION |

  67. Relationship between “Compensation Actually Paid” and Performance

    Directors are elected each year at the annual meeting of shareholders, which is usually held in June. Other director appointments occur from time to time as determined by the Board, such as in the event of vacancies on the Board resulting from a director’s death, resignation or retirement, or addition of Board seats. Employee directors are not provided any additional compensation for their service as a director.

  68. Non-Employee Director Compensation Program and Guiding Principles

    Non-Employee Director Compensation Program and Guiding Principles We compensate our non-employee directors in accordance with the Company’s Director Compensation Guiding Principles. Our compensation program for our non-employee directors is designed to appropriately compensate outside directors for their diverse expertise and time commitment required to serve as a director of a complex and highly regulated global company. The Compensation and Talent Development Committee is responsible for overseeing our non-employee director compensation program. The Compensation and Talent Development Committee’s goal for such oversight is to maintain a program that: • attracts and retains directors with the skills needed to guide the Company in achieving its goals; • is competitive with the compensation program provided to directors at other similarly situated medical device companies; and • directly aligns the interests of the Company’s directors with the interests of its shareholders. Unless determined otherwise by the Board of Directors, our non-employee director compensation program each year will consist of an annual cash retainer and annual equity awards, as well as customary and usual expense reimbursement in attending company meetings or attending director training. The Compensation and Talent Development Committee reviews the competitiveness of our non-employee director compensation relative to the same peer group used to review executive officer compensation levels. In addition, all directors have entered into a customary indemnification agreement with the Company. They are also offered an opportunity to participate in the SPP.

  69. Director Compensation Table

    Director Compensation Table The following table provides information regarding the 2024 compensation of our non-employee directors.

  70. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock Unit Awards (Number of Shares Granted)(1) | Grant Date Fair Value of Restricted Stock Awards ($)(2) | Option Awards(1) | Grant Date Fair Value of Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Current Directors: | | | | | | | | | Michael M. Finegan | 81,332 | 29,718(4) | 390,988 | — | — | — | 472,320 | | Alan L. Bazaar | 60,326 | 24,088(5) | 319,127 | — | — | — | 379,453 | | Wayne Burris | 79,283 | 15,152(6) | 195,006 | — | — | — | 274,289 | | Vickie L. Capps | — | — | — | — | — | — | — | | Jason M. Hannon | 101,195 | 15,152(6) | 195,006 | — | — | — | 296,201 | | John B. Henneman, III | 79,283 | 15,152(6) | 195,006 | — | — | — | 274,289 | | Charles R. Kummeth | 64,201 | 23,502(7) | 310,988 | — | — | — | 375,189 | | Shweta Singh Maniar | 75,000 | 15,152(6) | 195,006 | — | — | — | 270,006 | | Michael E. Paolucci | 96,912 | 15,152(6) | 195,006 | — | — | — | 291,919 | | Former Directors: | | | | | | | | | Catherine M. Burzik (3) | 67,995 | — | — | — | — | — | 67,995 | | Stuart M. Essig (3) | 75,580 | — | — | — | — | — | 75,580 | | James F. Hinrichs (3) | 64,533 | — | — | — | — | — | 64,533 |

  71. Director Compensation Table

    (1) This column shows the number of shares subject to deferred stock units granted during 2024. (2) Amounts shown reflect the grant date fair value of equity awards, as computed in accordance with ASC 718. (3) Ms. Burzik, Mr. Essig, and Mr. Hinrichs resigned from the Board on June 18, 2024, and the vesting of all their equity awards was accelerated in connection therewith. (4) Represents a grant of 8,350 deferred stock units on January 31, 2024, and an annual grant of 21,368 deferred stock units, each subject to vesting on the earlier of June 30, 2025 or the date of the Annual Meeting. (5) Represents a grant of 8,936 deferred stock units on January 31, 2024, and an annual grant of 15,152 deferred stock units, each subject to vesting on the earlier of June 30, 2025 or the date of the Annual Meeting. (6) Represents an annual grant of deferred stock units subject to vesting on the earlier of June 30, 2025 or the date of the Annual Meeting. (7) Represents a grant of 8.350 deferred stock units on January 31, 2024, and an annual grant of 15,152 deferred stock units, each subject to vesting on the earlier of June 30, 2025 or the date of the Annual Meeting. The following table shows the number of shares of common stock subject to (1) outstanding and unexercised stock options, and (2) outstanding deferred stock units held by each of the non-employee directors serving during 2024 as of December 31, 2024.

  72. Director Compensation Table

    | Director | Number of Shares Subject to Outstanding Stock Options as of 12/31/24 | Number of Shares Subject to Outstanding Deferred Stock Units as of 12/31/24 | | Current Directors: | | | | Michael M. Finegan | 47,652 | 29,718 | | Alan L. Bazaar | 47,652 | 24,088 | | Wayne Burris | 47,652 | 25,315 | | Vickie L. Capps | — | — | | Jason M. Hannon | 24,701 | 44,790 | | John B. Henneman, III | 31,778 | 29,506 | | Charles R. Kummeth | 47,652 | 23,502 | | Shweta Singh Maniar | — | 29,506 | | Michael E. Paolucci | 30,000 | 54,700 | | Former Directors: | | | | Stuart M. Essig, Ph.D. | 54,199 | — |

  73. Director Compensation Table

    | EQUITY COMPENSATION PLAN INFORMATION |

  74. Director Compensation Table

    Our primary equity compensation plan is our 2012 Long Term Incentive Plan, as amended, which was approved by our shareholders in 2012. All named executive officers and directors are also eligible at their discretion to acquire shares of common stock pursuant to our SPP. Each of these plans have been approved by our shareholders. In limited cases, we have also made inducement grants of stock options and restricted stock awards to new employees in reliance on the Nasdaq exception to shareholder approval for such grants. For more information on our equity compensation plans, see “—Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity-Based Incentives” beginning on page 39. The following table provides aggregate information regarding the shares of our common stock that may be issued upon the exercise of options and rights under all of our equity compensation plans as of December 31, 2024.

  75. Director Compensation Table

    | Plan Category | Number of Securities to Be Issued upon Exercise of Outstanding Options and Rights (#) (a) | Weighted- Average Exercise Price of Outstanding Options and Rights ($)(3) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) | | Equity Compensation Plans Approved by Security Holders | 3,094,109(1) | $24.06 | 8,106,220(4) | | Equity Compensation Plans Not Approved by Security Holders | 3,830,810(2) | $23.45 | 1,275,465(5) | | Total | 6,924,919 | $23.72 | 9,381,685 |

  76. Director Compensation Table

    (1) Consists of 1,736,481 shares issuable upon the exercise of stock options, 902,128 shares issuable pursuant to outstanding RSUs, 261,125 shares issuable pursuant to outstanding deferred stock units, and 194,375 shares issuable pursuant to outstanding PSUs, in each case, as of December 31, 2024. Shares issuable pursuant to outstanding PSUs are shown in the table based on the assumption that all applicable performance targets will be achieved at target levels. All awards were granted pursuant to the 2012 LTIP. (2) Consists of 901,665 and 415,403 shares issuable upon the exercise of stock options and pursuant to outstanding RSUs, respectively, under the equity compensation plans assumed under the Merger with SeaSpine; 311,717 and 120,655 shares issuable upon the exercise of stock options and pursuant to outstanding RSUs, respectively, under the SeaSpine Inducement Plan; 50,711 shares issuable pursuant to an inducement grant stock option granted in 2019 to Mr. Serbousek; and, 949,547 and 1,081,112 shares issuable upon the exercise of stock options and pursuant to outstanding RSUs, respectively, pursuant to inducement awards granted in 2024 to newly hired executive officers, in each case, in reliance on the Nasdaq exception to shareholder approval for equity grants to new hires. (3) The weighted-average exercise price in this column only relates to the exercise price of stock options (RSUs, deferred stock units, and PSUs have no exercise price). (4) Consists of 1,455,591 shares available for issuance under the SPP and 6,650,629 shares available for future award grants under the 2012 LTIP (which assumes that outstanding PSUs are achieved at target levels), in each case, as of December 31, 2024. (5) Consists of 1,275,465 shares available for future award grants under the equity compensation plans assumed under the Merger with SeaSpine (which assumes that outstanding PSUs are achieved at target levels), in each case, as of December 31, 2024.

  77. Director Compensation Table

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  78. Director Compensation Table

    Our Bylaws provide that the Board shall consist of not less than six and no more than fifteen directors, the exact number to be determined from time to time by resolution of the Board. We have nominated ten of our current directors, Mr. Calafiore, Ms. Capps, Mr. Bazaar, Mr. Burris, Mr. Finegan, Mr. Hannon, Mr. Henneman, Mr. Kummeth, Ms. Maniar, and Mr. Paolucci to stand for election at the Annual Meeting for a one-year term expiring at the 2026 annual meeting of shareholders and/or until their successors have been elected. Ms. Capps was appointed to the Board in March 2025. Our director nominees are listed in the table below. The committee composition reflected in the table below represents committee composition as of the date of this proxy statement.

  79. Director Compensation Table

    | Name | Age | Director Since | Independent | Audit & Finance Committee | Compensation and Talent Development Committee | Compliance & Ethics Committee | Nominating, Governance & Sustainability Committee | | Alan L. Bazaar | 55 | 2023 |  |  |  | | | | Wayne Burris | 70 | 2021(1) |  | Chair | | |  | | Massimo Calafiore | 53 | 2024 | | | | | | | Vickie L. Capps | 63 | 2025 |  | | | | | | Michael M. Finegan | 61 | 2023 |  | | |  | | | Jason M. Hannon | 53 | 2020 |  | |  | Chair | | | John B. Henneman, III | 63 | 2023(2) |  |  | | | Chair | | Charles R. Kummeth | 64 | 2023 |  | | Chair | |  | | Shweta Singh Maniar | 41 | 2023(3) |  |  | |  | | | Michael E. Paolucci | 65 | 2016 |  | |  | |  |

  80. Director Compensation Table

    (1) Mr. Burris served as a director from September 2021 until the consummation of the Company’s merger with SeaSpine on January 5, 2023, and rejoined as a director on June 19, 2023 upon his election at the 2023 annual meeting of shareholders. (2) Mr. Henneman was appointed as a director as of January 5, 2023 in connection with the consummation of the Company’s merger with SeaSpine. Prior to such merger, Mr. Henneman had served on SeaSpine’s Board of Directors since July 2015. (3) Ms. Maniar was appointed as a director as of January 5, 2023 in connection with the consummation of the Company’s merger with SeaSpine. Prior to such merger, Ms. Maniar had served on SeaSpine’s Board of Directors since April 2021. We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected. If any director resigns, dies or is otherwise unable to serve out their term, the Board may fill the vacancy until the next annual meeting of shareholders or reduce the number of directors on the Board.