DEF 14A of CONMED Corp, Apr 8, 2024

DEF 14A of CONMED Corp

Filed Apr 8, 2024 · FY20230001193125-24-089093

Open on EDGAR

  1. Director Nominees for Election at the Annual Meeting

    Director Nominees for Election at the Annual Meeting The following table sets forth certain information regarding the nominees for the Board of Directors:

  2. Director Nominees for Election at the Annual Meeting

    | Name | Age | Served as Director Since | Principal Occupation or Position with the Company | | David Bronson | 70 | 2015 | Former Executive Vice President and Chief Financial Officer of PSS World Medical, Inc.; Director of the Company. As noted below, the Board of Directors has determined that Mr. Bronson is independent and is an audit committee financial expert. | | Brian P. Concannon | 66 | 2013 | Former President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE); Director of the Company. As noted below, the Board of Directors has determined that Mr. Concannon is independent. | | LaVerne Council | 62 | 2019 | Chief Executive Officer Emerald One, LLC. Former National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton LLP, former Assistant Secretary for Information & Technology and Chief Information Officer for the United States Department of Veteran Affairs, and former executive with Johnson & Johnson and DELL, Inc. Ms. Council is also a director on the Board of Concentrix (Nasdaq: CNXC) as well as the Board of Thomson Reuters (NYSE: TRI). As noted below, the Board of Directors has determined that Ms. Council is independent and is an audit committee financial expert. | | Charles M. Farkas | 72 | 2014 | Advisory Partner at Bain & Company; former Global Co-Head of Bain’s Healthcare Practice; Director of the Company. Mr. Farkas is on the boards of Intuitive Healthcare, United Bridge Partners, and Medicinal Genomics. As noted below, the Board of Directors has determined that Mr. Farkas is independent. | | Martha Goldberg Aronson | 56 | 2016 | Lead Independent Director. Former Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL); Former President of North America, Hill-Rom Holdings, Inc. (NYSE: HRC); Former Senior Vice President, Medtronic (NYSE: MDT); Former Interim Chief Executive Officer of Beta Bionics, Inc.; Former Director of Cardiovascular Systems, Inc. (NASDAQ: CSII) through April 2023; Former Director and Chair of Beta Bionics, Inc.; Former Director of Methode Electronics, Inc. (NYSE: MEI); Former Director Clinical Innovations, LLC; and Director of the Company. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent. | | Curt R. Hartman | 60 | 2014 | Chair of the Board, President & Chief Executive Officer of the Company; former Interim Chief Executive Officer and Vice President, Chief Financial Officer of Stryker (NYSE: SYK). | | Barbara J. Schwarzentraub | 58 | 2019 | Former Director and Divisional Chief Financial Officer for the Global Information Services Division of Caterpillar, Inc. (NYSE: CAT). As noted below, the Board of Directors has determined that Ms. Schwarzentraub is independent and is an audit committee financial expert. | | John L. Workman | 72 | 2015 | Former Chief Executive Officer of Omnicare, Inc. and also former President, Chief Financial Officer and Executive Vice President; Director of the Company. Director of Agiliti, Inc. (formerly Universal Hospital Services); Director of Federal Signal Corp. (NYSE: FSS) and former Director for Care Capital Properties (NYSE: CCP). As noted below, the Board of Directors has determined that Dr. Workman is independent and is an audit committee financial expert. |

  3. Director Nominees for Election at the Annual Meeting

    More information concerning the directors and nominees is set forth below under PROPOSAL ONE: Election of Directors.

  4. Director Nominees for Election at the Annual Meeting

    | 2024 Proxy Statement | 3 |

  5. PROPOSAL ONE: Election of Directors

    PROPOSAL ONE: Election of Directors Jerome Lande will not be standing for reelection in 2024. The Board would like to thank him for his years of distinguished service to the Company and the Board. The Board has determined to fix the number of directors constituting the full Board at eight, as of the 2024 Annual Meeting. Accordingly, at the Annual Meeting, stockholders will vote to elect a Board of eight directors to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. Our Board of Directors has nominated eight directors for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees are currently directors. Each agreed to be named in this Proxy Statement and serve if elected. The shares represented by proxies will be voted as specified by the stockholder. If the stockholder does not specify his or her choice, the shares will be voted in favor of the election of all of the nominees listed on the proxy card. The Company has no reason to believe that any director nominee will be unavailable or will decline to serve. However, in the event that any nominee named in this proxy statement is unable to serve or for good cause will not serve, the shares represented by proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee of the Board may recommend, to the extent this is not prohibited by the Company’s by-laws and applicable law. The eight director nominees who receive the greatest number of votes “for” at the meeting will be elected to the Board, subject to the majority voting standard adopted by the Board and reflected in the Corporate Governance Principles, as described below. Votes against, and votes withheld in respect of, a director nominee will have no effect on the outcome of the election of directors, except in the case of votes withheld to the extent they revoke earlier dated proxy cards. Stockholders are not entitled to cumulative voting rights. Notwithstanding the plurality voting standard for election of directors, under Section IV of our Corporate Governance Principles, if the election of directors is uncontested, a director nominee who does not receive the vote of at least the majority of the votes cast with respect to such director’s election or reelection is expected to tender his or her resignation to the Board of Directors. The Corporate Governance and Nominating Committee will recommend to the Board whether to accept or to reject the tendered resignation within 90 days after the certification of the election results. The Board will act on the resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and will publicly disclose the decision and the rationale behind it. If the Board does not accept the director nominee’s resignation, the director will continue to serve until his or her successor is duly elected or any earlier resignation, removal or separation. If the Board accepts the director nominee’s resignation, then the Board may, in its sole discretion, fill any resulting vacancy or decrease the size of the Board pursuant to our Certificate of Incorporation, by-laws and applicable corporate law. The Board of Directors unanimously recommends a vote “FOR” each nominee.

  6. PROPOSAL ONE: Election of Directors

    | 2024 Proxy Statement | 9 |

  7. PROPOSAL ONE: Election of Directors

    Director Nominees

  8. PROPOSAL ONE: Election of Directors

    | David Bronson Age 70 Director since 2015 Committees: • Corporate Governance and Nominating (Chair) • Audit | Biographical Information: Mr. Bronson served as Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. from 2002 until it was acquired by McKesson Corp in 2013. Prior to that, he was Chief Financial Officer of Digineer, Inc. from 2001 to 2002 and of VWR Scientific Products from 1995 to 1999, when it was acquired by Merck KGaA. Mr. Bronson previously spent 15 years at Baxter Healthcare,Inc., where he held various senior financial executive positions. He was a director and a member of the Audit Committee of Labsco, Inc. until 2016 and was a director and Audit Committee Chair of AxelaCare,Inc. through November 2015. Mr. Bronson received his Master of Science Degree in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science Degree in Accounting from California State University, Fullerton. The Board of Directors has determined that Mr. Bronson is independent within the meaning of the rules of the New York Stock Exchange, and that he is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. | | | Qualifications: Mr. Bronson’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his prior positions. His exposure to, and familiarity with, healthcare services matters provides an important perspective to the Board. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. | | Brian P. Concannon Age 66 Director since 2013 Committees: • Compensation (Chair) • Strategy | Biographical Information: Mr. Concannon served as President and CEO of Haemonetics Corporation, a publicly traded company (NYSE: HAE) from April 2009 to October 2015. He joined Haemonetics in 2003 and served in various roles to include the President, Global Markets in 2006 and the Chief Operating Officer in 2007-2009. In April 2009, Mr. Concannon was promoted to President and Chief Executive Officer, and elected to the Haemonetics board of directors. Prior to joining Haemonetics, Mr. Concannon was the President, Northeast Region, for Cardinal Health Medical Products and Services where he was employed since 1998. From 1985 to 1998, he was employed by American Hospital Supply Corporation, Baxter Healthcare Corp and Allegiance Healthcare in a series of sales and operations management positions of increasing responsibility. He has served in leadership roles within the healthcare industry for more than 30 years. Mr. Concannon has been a member of the board of directors of Hivers and Strivers, an investment fund, since September 2020, and a member of the board of directors of VetAccel since November 2019. Mr. Concannon was also a member of the board of directors of South Shore Health and was Vice-Chair from January 2017 through December 2019. He was also a member of the board of directors of My Brother’s Keeper from January 2010 and served as the Chair of the Board from September 2011 through December 2021, and served as a member of the board of Aegle Health Partners from October 2021 to May 2023. Mr. Concannon was also appointed as the Civilian Aide to the Secretary of the Army for Massachusetts in October 2017. Mr. Concannon is a 1979 graduate of West Point. The Board of Directors has determined that Mr. Concannon is independent within the meaning of the rules of the New York Stock Exchange. | | | Qualifications: Mr. Concannon’s qualifications for election to CONMED’s Board include his experience as a former CEO and director of a publicly-traded medical device company, and the former president of distribution company. Mr. Concannon offers industry experience from a sales and marketing perspective. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. |

  9. PROPOSAL ONE: Election of Directors

    | 10 | 2024 Proxy Statement |

  10. PROPOSAL ONE: Election of Directors

    | LaVerne Council Age 62 Director since 2019 Committees: • Audit • Corporate Governance and Nominating | Biographical Information: Ms. Council is the Chief Executive Officer of Emerald One, LLC, a consulting company focused on helping business and technology organizations transform through digital change. She was the National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton LLP from December 2017 until November 2019. She served as the Senior Vice President and General Manager for MITRE Corporation from 2017 through 2018 and as the Assistant Secretary for Information &Technology and Chief Information Officer for the United States Department of Veteran Affairs from 2015 through 2017. Ms. Council was the Chief Executive Officer of Council Advisory Services, LLC from 2012 through 2015 and served as the Corporate Vice President and Global Chief Information Officer for Johnson& Johnson from 2006 through 2011. Before that, she served in several roles of increasing responsibility at DELL, Inc., most recently as the Global Vice President, Information Technology, Global Business Solutions, and Development Services. Ms. Council also serves on the board of directors of Concentrix (Nasdaq :CNXC), where she serves on the Audit and Compensation Committees, as well as the Board of Thomson Reuters (NYSE: TRI), where she serves on the Audit and Risk Committees. Ms. Council received her Master of Business Administration from Illinois State University and her Bachelor of Business Administration from Western Illinois University. She also holds an honorary Doctorate of Business Administration from Drexel University. Ms. Council also serves on the global board of Girl Up a UN Foundation Organization. The Board of Directors has determined that Ms. Council is independent within the meaning of the rules of the New York Stock Exchange, and that she is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. | | | Qualifications: Ms. Council’s qualifications for appointment to CONMED’s Board include her extensive experience as a global operations and information technology executive with budgets ranging up to $4.5 billion per year. The Board strongly believes that the Board and Company benefit from the perspective that Ms. Council brings from her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. | | Charles M. Farkas Age 72 Director since 2014 Committees: • Compensation • Strategy | Biographical Information: Mr. Farkas has spent more than 40 years at Bain & Company. Mr. Farkas became an Advisory Partner of Bain & Company on July 1, 2015. Prior to this, Mr. Farkas was a Senior Partner at Bain & Company, served as the Global Co-Head of Bain’s Healthcare Practice and advised leading medical technology and pharmaceutical companies in the United States, Europe, and Asia. He also advised academic medical centers and provider organizations in the United States. Mr. Farkas advised chief executives and senior managers in a wide variety of industries on issues critical to long-term success, including strategy, mergers and acquisitions, and operational effectiveness. He has served as the managing director of Bain Canada and as the global leader of Bain & Company’s Financial Services practice. Prior to working at Bain, Mr. Farkas received a Bachelor of Arts degree from Princeton University and a Masters in Business Administration from Harvard Business School. Mr. Farkas is also on the board of John A. Hartford Foundation, and from 2005 to 2017 was on the board of the Harvard Medical School. Mr. Farkas is on the board of Intuitive Healthcare, a portfolio company of Altamont Capital Partners. Mr. Farkas also serves on the board of United Bridge Partners, an infrastructure fund dedicated solely to financing, building, owning and operating toll bridges for cities, towns, counties, and states, and serves as Chair of the Board of Medicinal Genomics, a venture backed life science company in plant genomics. The Board of Directors has determined that Mr. Farkas is independent within the meaning of the rules of the New York Stock Exchange. | | | Qualifications: Mr. Farkas’ qualifications for election to CONMED’s Board include his almost 40 years working in the healthcare and medical technology fields in the U.S. and around the world. Mr. Farkas is a highly respected leader and he provides the Board with valuable strategic and governance perspectives, drawing on his vast experience inside and outside the healthcare industry. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. |

  11. PROPOSAL ONE: Election of Directors

    | 2024 Proxy Statement | 11 |

  12. PROPOSAL ONE: Election of Directors

    | Martha Goldberg Aronson Lead Independent Director Age 56 Director since 2016 Committees: • Corporate Governance and Nominating | Biographical Information: Ms. Goldberg Aronson has served as Lead Independent Director of the Company since May 2020. Ms. Goldberg Aronson has had responsibility for managing global health care businesses ranging in size from $500 million to $1.0 billion. She was the Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL) from 2012 through 2015, having previously served as the Senior Vice President and President – North America for Hill-Rom Holdings, Inc. (NYSE:HRC) from 2010 to 2012. Prior to that, Ms. Goldberg Aronson was the Senior Vice President and Chief Talent Officer for Medtronic, Inc. (NYSE: MDT), having held various prior general management positions within Medtronic, both in the U.S. and internationally. Ms. Goldberg Aronson holds a Bachelor of Arts Degree in Economics from Wellesley College, and a Masters in Business Administration from Harvard Business School. Ms. Goldberg Aronson also served on the board of directors of Methode Electronics, Inc. (NYSE: MEI) through September 2019, Clinical Innovations, LLC through December 2019, and Cardiovascular Systems, Inc. (NASDAQ: CSII) through 2023. Ms. Goldberg Aronson also served as a director of Beta Bionics from February 2020 through October 2022, having served as interim Chief Executive Officer from February 2022 through August 2022. The Board of Directors has determined that Ms. Goldberg Aronson is independent within the meaning of the rules of the New York Stock Exchange. | | | Qualifications: Ms. Goldberg Aronson’s qualifications for election to CONMED’s Board include her extensive experience in the global healthcare markets, including leadership roles within medical device companies, and her experience in marketing and talent development. The Board strongly believes that the Board and Company benefits from the perspectives that Ms. Goldberg Aronson brings to the Board and the Company from her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. | | Curt R. Hartman Chair of the Board Age 60 Director since 2014 | Biographical Information: Mr. Hartman has served as Chair of the Board since May 2020, and President & Chief Executive Officer of the Company since November 9, 2014, after having served as Interim Chief Executive Officer of the Company from July 2014 to November 2014, and as a Director of the Company since March 2014. He had a twenty-two year career at Stryker Corporation (“Stryker”) (NYSE: SYK) from 1990 through February 2013. Most recently, he served as the Interim Chief Executive Officer of Stryker from February 2012 to October 2012. Prior to that role, Mr. Hartman was the Vice President of Finance and Vice President, CFO of Stryker from November 2008 to October 2012. Prior to that, Mr. Hartman was Global President, of the Stryker Instruments Division from September 1999 to October 2008. Mr. Hartman has a Bachelor of Science degree in Aerospace Engineering from the University of Michigan and a Harvard Advanced Management Program Certificate from the Harvard Business School. Prior to Mr. Hartman’s appointment as Interim CEO, the Board of Directors had determined that he was independent. | | | Qualifications: Mr. Hartman’s qualifications for election to CONMED’s Board include his vital role as the Chair, Chief Executive Officer and President of the Company, as well as his experience as a former CFO of a publicly-traded medical device company in the orthopedic space. He offers industry experience from a commercial, operational and financial perspective. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. |

  13. PROPOSAL ONE: Election of Directors

    | 12 | 2024 Proxy Statement |

  14. PROPOSAL ONE: Election of Directors

    | Barbara J. Schwarzentraub Age 58 Director since 2019 Committees: • Audit (Chair) | Biographical Information: Ms. Schwarzentraub held various roles at Caterpillar, Inc. from 1990 through 2020, including serving as a Director and Divisional Chief Financial Officer for their Global Information Services Division from 2017 until February 2020. From 2016 through 2017, Ms. Schwarzentraub was the Director of Caterpillar’s Global Component Manufacturing and Supply Chain, having previously served as the Director of Caterpillar’s Parts Distribution and Vice President of Caterpillar Logistics Services Inc. from 2010 through 2016. She also served as the Director of Global Finance Transformation from 2006 through 2010. Prior to these roles, Ms. Schwarzentraub held a number of positions of increasing responsibility within Caterpillar. Ms. Schwarzentraub received her Master of Business Administration and Bachelor of Science in Accounting from Bradley University. The Board of Directors has determined that Ms. Schwarzentraub is independent within the meaning of the rules of the New York Stock Exchange, and that she is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. | | | Qualifications: Ms. Schwarzentraub’s qualifications for appointment to CONMED’s Board include her extensive experience in information technology and supply chain management on a global basis, experience in leading large organizations, financial and accounting experience, and recent experience in an active leadership position. The Board strongly believes that the Board and Company benefits from the perspectives that Ms. Schwarzentraub brings to the Board and the Company as a result of her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors. | | John L. Workman Age 72 Director since 2015 Committees: • Audit • Strategy | Biographical Information: Dr. Workman served as Chief Executive Officer of Omnicare, Inc. from 2012 to 2014, as President and Chief Financial Officer from 2011 to 2012, and as Executive Vice President and Chief Financial Officer from 2009 to 2010. From 2004 to 2009, he was Chief Financial Officer of HealthSouth Corporation (now Encompass Health Corporation), where he oversaw a comprehensive financial statement reconstruction and reduced the company’s debt level by 50% through both a recapitalization and asset divestitures. Prior to HealthSouth, Dr. Workman served as Chief Executive Officer of U.S. Can Corporation from 2002 to 2004. Dr. Workman started his career at KPMG, where he was a partner from 1981 to 1984. He is currently Chair of the board and the Audit Committee of Agiliti, Inc (NYSE:AGTI). Audit Committee Chair and member of the Compensation Committee and Corporate Governance and Nominating Committee of Federal Signal Corp (NYSE: FSS). Dr. Workman also served on the board of Care Capital Properties from August 2016 until its merger with Sabra Health Care REIT in August 2017. Dr. Workman received his EdD from Olivet Nazarene University, his Master of Business Administration in Finance and Accounting from the University of Chicago and his Bachelor of Science Degree in Accounting from Indiana University. Dr. Workman is a certified public accountant (inactive). The Board of Directors has determined that Mr. Workman is independent within the meaning of the rules of the New York Stock Exchange, and that he is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. | | | Qualifications: Dr. Workman’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his experience as a partner with KPMG. His exposure to, and familiarity with, health care services matters and capital structure issues provides valuable insights and perspectives to the Board. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors. |

  15. PROPOSAL ONE: Election of Directors

    The Board of Directors has determined that Messrs. Bronson, Concannon, Farkas, Lande and Workman and Mses. Council, Goldberg Aronson and Schwarzentraub have no material relationship with the Company and are independent under the standards of the New York Stock Exchange. The independent directors meet in executive session during each Board meeting.

  16. PROPOSAL ONE: Election of Directors

    | 2024 Proxy Statement | 13 |

  17. PROPOSAL ONE: Election of Directors

    Corporate Governance and Nominating Committee Report The Corporate Governance and Nominating Committee is committed to recommending qualified individuals to the Board for nomination as members of the Board and its committees, and to make recommendations to the Board as to changes that the Committee believes to be desirable to the size of the Board. Although the Committee has no minimum qualifications, the committee has developed and maintains a set of desirable skills and expertise for potential candidates for Board service. The Committee performs an assessment of the skills and experience needed to properly oversee the interests of the Company. Generally, the Committee reviews both the short- and long-term strategies of the Company to determine what current and future skills and experience are required of the Board in exercising its oversight function and in the context of the Company’s strategic priorities. The Committee then compares those skills to those of the current directors and potential director candidates. The Committee conducts targeted efforts to identify and recruit individuals who have the qualifications identified through this process, keeping in mind its commitment to diversity. As described in our Corporate Governance Principles, the Board selects nominees for independent director positions considering:

  18. PROPOSAL ONE: Election of Directors

    | • | Personal qualities and characteristics, accomplishments and reputation in the business community; |

  19. PROPOSAL ONE: Election of Directors

    | • | Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business; |

  20. PROPOSAL ONE: Election of Directors

    | • | Ability and willingness to commit adequate time to Board and committee matters; |

  21. PROPOSAL ONE: Election of Directors

    | • | The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and |

  22. PROPOSAL ONE: Election of Directors

    | • | Diversity of skills, qualifications, expertise (including financial, accounting, compliance, corporate social responsibility, public policy, cyber security or other relevant expertise), professional and industry knowledge, experiences, contacts, viewpoint, geographic location, education, diversity of opinion, and personal characteristics (including gender, ethnicity, race, background) relevant to the Company’s business. |

  23. PROPOSAL ONE: Election of Directors

    Using the criteria set forth above, the Corporate Governance and Nominating Committee also considers the skills and expertise required to satisfy the listing requirements of the New York Stock Exchange, on which the Company’s stock is traded. The Corporate Governance and Nominating Committee will consider any nominees submitted to the Company by stockholders wishing to propose nominees for election as directors at the 2024 Annual Meeting, provided that the stockholders proposing any such nominees have adhered to specified advance notice procedures contained in the Company’s by-laws, a copy of which is available on request to the Corporate Secretary of the Company, CONMED Corporation, 11311 Concept Blvd, Largo, FL 33773 (Telephone (727) 392-6464). The Committee may consider candidates proposed by management but is not required to do so. As a result of the Board’s thoughtful approach to board composition, including its commitment to diversity and refreshment, our Board had previously been comprised of nine highly-qualified individuals who provide the Board with a well-rounded variety of skills, experience and diversity, and represent an effective mix of fresh perspectives and deep Company knowledge. Each director is individually qualified to make unique and substantial contributions to the Board, and, collectively, our directors’ diverse viewpoints and skill sets ensure that our Board is well-suited to provide the Company with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. Jerome Lande will not be standing for reelection in 2024. Upon review and discussion, the Board opted to set the size of the Board at eight directors. Therefore, the Committee made no recommendations or nominations for new directors. Submitted by the Corporate Governance and Nominating Committee,

  24. PROPOSAL ONE: Election of Directors

    | David Bronson (Chair) | LaVerne Council | | Martha Goldberg Aronson | |

  25. PROPOSAL ONE: Election of Directors

    | 14 | 2024 Proxy Statement |

  26. PROPOSAL ONE: Election of Directors

    Skills Matrix and Diversity The Corporate Governance and Nominating Committee maintains a skills matrix, which it reviews and updates as needed, to serve two primary purposes. First, it includes many of the skills and backgrounds the Committee believes are particularly valuable for the Board to oversee the Company and its management. Second, it allows the Board to compare the skills required against the inventory of skills and backgrounds represented individually and collectively by all directors, so that the Corporate Governance and Nominating Committee can recommend changes to the Board, as needed, as the skills or backgrounds needed, or represented, change over time. The key qualifications, skills, experience, and perspectives that each director brings to the Board are included in their individual biographies and summarized below. While all of these qualifications were considered by the Corporate Governance and Nominating Committee and the Board in making this year’s nomination decisions and as part of the Board refreshment process, the following summary does not encompass all of the skills, experience, qualifications and attributes of the director nominees and the fact that a particular skill, experience, qualification or attribute for a nominee is not listed below does not mean that he or she does not possess that skill, experience, qualification or attribute. The Board firmly believes that its highly qualified director nominees provide the Board with a diverse complement of specific business skills, experience, and perspectives necessary to ensure effective oversight. The skills the Board considers include, among others, the following:

  27. PROPOSAL ONE: Election of Directors

    | Skills and Perspective | | | | | | | | | | Independent | ● | ● | ● | ● | ● | | ● | ● | | Strategic Planning | ● | ● | ● | ● | ● | ● | ● | ● | | Sales & Marketing Expertise | ● | | ● | | ● | ● | | ● | | Operational Effectiveness | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Compliance/Reporting | | ● | | ● | | ● | ● | ● | | Technology and Innovation/R&D | ● | | ● | ● | | ● | ● | ● | | International Experience | ● | | ● | ● | ● | | ● | ● | | Medical Device Experience | ● | ● | ● | ● | ● | ● | | | | Organizational Capability/ Succession Planning | ● | ● | ● | ● | ● | ● | ● | ● | | Stockholders/Capital Markets Experience | ● | ● | ● | | | ● | | ● | | Diversity | ● | | | ● | | | ● | |

  28. PROPOSAL ONE: Election of Directors

    | Diversity of Nominees | Age of Nominees | Tenure of Nominees | | | Average Age 65 years | |

  29. PROPOSAL ONE: Election of Directors

    | 2024 Proxy Statement | 15 |

  30. PROPOSAL ONE: Election of Directors

    Board Refreshment and Term Limits The Board has a comprehensive, on-going director succession and board refreshment planning process designed to provide the Board with an appropriate diversity of viewpoints, perspectives, skills, and experiences necessary to promote, support and oversee the Company’s strategy. The Board regularly evaluates the Company’s evolving needs and adds new skills, qualifications, and experience to the Board as necessary to ensure that the Board remains capable of addressing the risks, trends, and opportunities that the Company may face in the future. The Board deeply values the thoughtful and robust deliberations that result from its current mix of new and long-standing directors, which allows it to benefit from both the historical and institutional knowledge of its longer-tenured directors as well as the additional perspectives contributed by its newer directors. As a result, our Board has adopted a director term limit policy. Under this policy, independent directors are expected to offer not to stand for reelection upon having completed 12 years of service as a director. For directors who have completed 12 years of service as a director during their terms, the expectation is that they will offer not to stand for reelection but will complete their terms. Notwithstanding the foregoing, the expected retirement can be waived if the Corporate Governance and Nominating Committee determines that there is good cause for such a waiver and that a waiver would be in the best interests of the Company. In addition to regularly refreshing the composition of the Board of Directors, whose current average tenure is 7.6 years, the Corporate Governance and Nominating Committee has also made recommendations to refresh the membership and leadership of the various Board Committees and has made it a practice to change committee leadership after five years. Note: Mr. Lande is not standing for reelection in 2024 Director Orientation and Continuing Education When a new director joins the Board, the director is provided with a business briefing which provides an overview of CONMED and its businesses, products, markets, strategic plans, and risks. Once elected to the Board, the new director generally has the opportunity to have individual meetings with members of the senior management team. Directors also have opportunities for continuing education. In 2023, the Board participated in two sessions with subject matter experts, one on the topic of the market and regulatory developments in China, and the other on the topic of Artificial Intelligence. Annual Board Self-Assessment The Board recognizes that a robust and constructive assessment process is an essential component of Board effectiveness. As such, the Board, and each committee, conduct annual self-assessments, except in some cases when there is a change in a committee chair mid-year, in which case the self-assessment may be postponed so that it covers a meaningful period of time under the new committee leadership.

  31. PROPOSAL ONE: Election of Directors

    | 16 | 2024 Proxy Statement |

  32. PROPOSAL ONE: Election of Directors

    Each director submits individual responses and then a summary is compiled which identifies any themes or issues that have emerged. These self-assessments are designed to elicit suggestions about a range of topics designed to assess Board and committee performance, including Board and committee composition, structure, responsibilities, information received, accountability and effectiveness, among other topics. The Corporate Governance and Nominating Committee considers the ways in which the Board processes and effectiveness may be enhanced based on the results of the assessment process. The Corporate Governance and Nominating Committee then reports on the results of the assessment process and recommends its suggested changes to the full Board of Directors. Some examples of feedback incorporated as a result of the assessment process include:

  33. PROPOSAL ONE: Election of Directors

    | • An annual dedicated Board meeting focused on the Company’s strategy | • Enhancements to our director onboarding and education program | | • Board refreshment and changes in board composition | • Improvements in materials and information provided to the Board | | • New directors with expertise in areas critical to our business strategy and operations | • Diversification of the location of Board meetings | | • Outside presentations on emerging risks, industry trends, competitive environment, and other topics of interest | • Additional time allocated for discussions |

  34. PROPOSAL ONE: Election of Directors

    Leadership Structure The Board’s Leadership Structure is designed to promote Board effectiveness, and to allocate authority and responsibility appropriately between the Board and management. All members of our board committees—namely, the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee—are independent. The independent members of the Board meet regularly in executive sessions without management. The Board believes that having a combined CEO and Chair is effective in allowing Mr. Hartman to draw on his deep knowledge of the operations of the business and industry developments to provide leadership on the broad strategic issues considered by the Board. At the same time, the appointment of a strong Lead Independent Director with clearly defined responsibilities and authority, along with the Board’s fully independent committees and substantial majority of independent directors, establishes an effective balance between management leadership and appropriate oversight by independent directors.

  35. PROPOSAL ONE: Election of Directors

    | 2024 Proxy Statement | 17 |

  36. PROPOSAL ONE: Election of Directors

    The Board has defined the roles of Chair and Lead Independent Director as outlined below, so that the respective duties and responsibilities of the Chair and the Lead Independent Director are clear, effective and balanced:

  37. PROPOSAL ONE: Election of Directors

    | Chair | Lead Independent Director |

  38. PROPOSAL ONE: Election of Directors

    | Prepares the agenda for meetings of the Board of Directors and committees, in consultation with the Lead Independent Director, and the chairs of the various Board Committees | Provides advice and consultation to Chair, and consults as to the agenda for meetings of the Board of Directors and committees, and has the authority to add items to the agenda | | Establishes the schedule for Board and Committee meetings in light of the quarterly reporting obligations, investor conferences and meetings, and conflicting scheduling demands | Consults with Chair concerning schedule for meetings to ensure there is sufficient time to discuss all agenda items | | Provides leadership for the Board of Directors during the meetings by presiding over the meetings, and for communications among directors between meetings | Presides over the meetings of the independent directors in executive session, and in the absence of the Chair | | Guides the Board’s annual self-assessment | Serves as the liaison between the Chief Executive Officer and the independent directors between meetings, including providing feedback of discussions during executive sessions | | Presides over the Annual Meeting of Stockholders | Has the authority to call a meeting of the Board, including a meeting of the independent directors | | | Acts as a sounding board for the Chair and CEO | | | Speaks to or meets individually with the Chair and CEO prior to and following each Board meeting or calls as appropriate | | | Establishes the priorities for the Board of Directors | | | Advises the CEO of the Board’s information needs | | | Guides the Board’s annual assessment of the CEO | | | Is available, as needed, to meet with stockholders |

  39. PROPOSAL ONE: Election of Directors

    Risk Oversight While the Company’s management is responsible for day-to-day risk management, the Board has the ultimate responsibility for overseeing the Company’s risk management process. The Company has instituted a thorough, comprehensive enterprise risk management program, which is a Company-wide effort to identify, assess, manage, report and monitor enterprise-wide risks that may affect our ability to achieve our business objectives. This program involves regular Board oversight along with updates on key risks by management, with subject matter experts within management as appropriate reporting at each regularly scheduled Board meeting of any material changes during the course of the year as they arise. To create the enterprise risk management assessment, executive management:

  40. PROPOSAL ONE: Election of Directors

    | • | aggregates all significant risks that may have a material impact on the Company; |

  41. PROPOSAL ONE: Election of Directors

    | • | assesses industry-wide risks as experienced by competitors and others in the same industry as well as emerging risks, including, for example, cyber security and data privacy; |

  42. PROPOSAL ONE: Election of Directors

    | • | identifies a plan to mitigate, reduce or manage each identified risk, to the extent possible; |

  43. PROPOSAL ONE: Election of Directors

    | • | reviews each identified risk, with frequent monitoring of significant risks; and |

  44. PROPOSAL ONE: Election of Directors

    | • | provides the Board with reports on the overall enterprise risk management process, including a dashboard showing the likelihood and potential of each risk identified, as well as an identification of the trends for each risk, with management providing more in-depth reviews of key risks identified by management, or as requested by the Board. |

  45. PROPOSAL ONE: Election of Directors

    | 18 | 2024 Proxy Statement |

  46. PROPOSAL ONE: Election of Directors

    As detailed in our Corporate Governance Principles, available in the Corporate Governance section of our website (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance), while the overall responsibility for risk management resides with the full Board of Directors, in the interests of efficiency and allowing for more in-depth reviews, the Board has allocated the responsibilities for risk oversight as indicated in the following table, which is not an exhaustive or complete list of all risks overseen by the Board and is subject to change as the Board of Directors deems appropriate:

  47. PROPOSAL ONE: Election of Directors

    | Risk | Board | Audit | Compensation | Corporate Governance and Nominating | Strategy | | Compensation | | | • | | | | Compliance | • | • | | | | | Cyber Security | • | • | | | | | Enterprise Risk | • | | | | | | Financial Disclosure | • | • | | | | | Governance | | | | • | | | Human Capital Management | • | | | | | | Product Safety | • | | | | | | Legal | • | | | | | | Regulatory (FDA) | • | | | | | | Business Strategy | | | | | • | | Other Risks (e.g. Climate, ESG, other) | • | | | | |

  48. PROPOSAL ONE: Election of Directors

    Meetings of the Board of Directors During 2023, the full Board of Directors met six times in person or by telephone conference. Each director attended or participated in all of the board meetings, with the exception of two directors who were unable to attend one meeting due to scheduling conflicts. Directors are expected to attend our annual stockholder meetings. All directors serving on our Board at the time of the 2023 annual meeting were present for the meeting.

  49. PROPOSAL ONE: Election of Directors

    | 2024 Proxy Statement | 19 |

  50. PROPOSAL ONE: Election of Directors

    Board Committees The Company’s Board of Directors currently has four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee. Current members of the individual committees are named below:

  51. PROPOSAL ONE: Election of Directors

    | Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | Strategy Committee | | Barbara J. Schwarzentraub, Chair | Brian Concannon, Chair | David Bronson, Chair | Jerome Lande, Chair | | David Bronson | Charles M. Farkas | LaVerne Council | Brian P. Concannon | | LaVerne Council | Jerome J. Lande | Martha Goldberg Aronson | Charles M. Farkas | | John L. Workman | | | John L. Workman |

  52. Non-Employee Director Compensation

    Non-Employee Director Compensation The Company uses a mix of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors, and to ensure non-employee directors interests are aligned with those of our stockholders. Non-employee director compensation consists of a mix of an annual retainer and equity compensation for non-employee directors. The Compensation Committee reviews non-employee director compensation at least every two years. The Compensation Committee recommendations are subject to full Board of Directors approval. Prior to the 2023 review, the last increases took place in 2019 for cash compensation and 2022 for equity compensation. The Compensation Committee reviewed the non-employee director compensation program in 2023 with the assistance of Compensia, Inc. (“Compensia”), the Compensation Committee’s independent compensation consultant (see the role of the independent compensation consultant discussed on page 35). Following a review of the cash and equity compensation elements of the non-employee director compensation as compared to peer company market data (peer company selection methodology discussed on pages 34), the Compensation Committee recommended to the Board an increase to the non-employee director cash retainer, the Compensation Committee Chair retainer, Corporate Governance and Nominating Committee Chair retainer, and Membership retainer. These increases were approved by the Board, effective for non-employee director compensation earned after January 1, 2024, as noted in the Non-Employee Director Cash Compensation Plan table, below. Cash Compensation Paid to Non-Employee Directors For 2023 and 2024, the Director Cash Compensation is described below: Director Cash Compensation Plan

  53. Non-Employee Director Compensation

    | Name | 2023 Annual Retainer Total (Paid Quarterly) | 2024 Annual Retainer Total (Paid Quarterly) | | Lead Independent Director | $110,000 | $120,000 | | Directors (Non-Executive only) | $60,000 | $70,000 | | Audit Committee Chair | $30,000 | $30,000 | | Audit Committee Member | $15,000 | $15,000 | | Governance or Compensation Committee Chair | $15,000 | $17,500 | | Governance or Compensation Committee Member | $7,500 | $8,750 | | Strategy Committee Chair | $15,000 | $15,000 | | Strategy Committee Member | $7,500 | $7,500 |

  54. Non-Employee Director Compensation

    Equity Compensation Awarded to Non-Employee Directors In 2023, each non-employee director, received grants of approximately $175,000 (using a Black Scholes valuation as of June 1, 2023) comprising 2,826 stock options and 302 restricted stock units (“RSUs”), which, in each case, will vest on June 1, 2024. The 2023 equity awards were granted from the Amended and Restated 2020 Non-Employee Director Equity Compensation Plan. In addition to the cash compensation changes noted above, equity compensation was also recommended to increased effective for non-employee director compensation earned after January 1, 2024, from a Black Scholes valuation of $175,000 to $185,000 with no change to the pay mix (with 20% of such valuation granted in RSUs and the remaining 80% granted in stock options).

  55. Non-Employee Director Compensation

    | 2024 Proxy Statement | 23 |

  56. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table

  57. 2023 Non-Employee Director Compensation Table

    | (a) | (b) | (c) | (d) | (e) | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | | David Bronson | $90,000 | $37,385 | $137,485 | $264,870 | | Brian P. Concannon | $82,500 | $37,385 | $137,485 | $257,370 | | LaVerne Council | $82,500 | $37,385 | $137,485 | $257,370 | | Charles M. Farkas | $75,000 | $37,385 | $137,485 | $249,870 | | Martha Goldberg Aronson | $117,500 | $37,385 | $137,485 | $292,370 | | Jerome J. Lande | $82,500 | $37,385 | $137,485 | $257,370 | | Barbara J. Schwarzentraub | $90,000 | $37,385 | $137,485 | $264,870 | | Dr. John L. Workman | $82,500 | $37,385 | $137,485 | $257,370 |

  58. 2023 Non-Employee Director Compensation Table

    | (1) Cash fees paid to directors may not match the amounts listed in the Director Cash Compensation Plan above due to changes in the committee assignments during the course of 2023. The fees earned or paid in cash with respect to Mr. Lande include amounts paid directly to Scopia Capital Management LP (“Scopia”). |

  59. 2023 Non-Employee Director Compensation Table

    | (2) Amounts in these columns reflect the grant date fair value of RSUs and stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 10, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2023 Annual Report on Form 10-K (available at https://www.conmed.com/en/about-us/investor-relations). |

  60. 2023 Non-Employee Director Compensation Table

    Below is a summary of the stock options, stock appreciation rights (“SAR”s), and RSUs outstanding for non-employee Directors as of December 31, 2023.

  61. 2023 Non-Employee Director Compensation Table

    | Name | Stock Option & SAR Awards Outstanding (#) | Stock Awards Outstanding (#) | | David Bronson | 23,766 | 302 | | Brian P. Concannon | 16,209 | 302 | | LaVerne Council | 9,974 | 302 | | Charles M. Farkas | 24,766 | 302 | | Martha Goldberg Aronson | 22,766 | 302 | | Jerome J. Lande | 13,152 | 302 | | Barbara J. Schwarzentraub | 8,659 | 302 | | Dr. John L. Workman | 23,766 | 302 |

  62. 2023 Non-Employee Director Compensation Table

    Director Stock Ownership Requirements and Policy Prohibiting Hedging and Pledging Policy of Company Stock In order to give the directors a direct stake in the Company’s future and to directly align their interests with those long-term interests of the stockholders, effective July 31, 2009 (and subsequently amended effective December 31, 2013), the Company adopted guidelines to encourage outright share ownership by directors. The ownership guidelines require directors to own four times their annual board retainer fee. Any new directors will be required to be in compliance with these guidelines within five years of becoming subject to this policy. These ownership guidelines also contain a retention requirement for equity-based awards until such time as the minimum share ownership is achieved. A complete copy of these guidelines is available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance). All directors were in compliance with these guidelines as assessed as of December 31, 2023.

  63. 2023 Non-Employee Director Compensation Table

    | 24 | 2024 Proxy Statement |

  64. 2023 Non-Employee Director Compensation Table

    The Company prohibits directors from hedging or pledging Company stock or from buying or selling derivative securities related to the Company’s stock, such as puts or calls on Company stock, since such securities may diminish the alignment that the Company is trying to foster. This policy does not prohibit directors from purchasing the Company’s convertible notes or any other security issued directly by the Company that may be a derivative from or into the Company’s common stock. This policy also prohibits directors from purchasing Company stock on margin, from borrowing against Company stock on margin, or from pledging Company stock as collateral for a loan. All directors were in compliance with these guidelines as assessed as of December 31, 2023.

  65. 2023 Non-Employee Director Compensation Table

    | 2024 Proxy Statement | 25 |

  66. 2023 Non-Employee Director Compensation Table

    Executive Officers

  67. 2023 Non-Employee Director Compensation Table

    | Terence M. Berge Vice President, Corporate Controller Age 54 | Mr. Berge was promoted to Vice President, Corporate Controller in April 2015. Prior to this promotion, Mr. Berge served as the Company’s Treasurer from March 2008 through March 2015. In March 2013, Mr. Berge’s title was changed to Corporate Vice President, Treasurer and Assistant Controller. He joined the Company in June 1998 as Assistant Corporate Controller. Prior to joining the Company, Mr. Berge was employed by Price Waterhouse LLP from 1991 through 1998 where he served most recently as an audit manager. Mr. Berge is a certified public accountant and holds a Bachelor of Science degree in Accounting from the State University of New York at Oswego. |

  68. 2023 Non-Employee Director Compensation Table

    | Patrick J. Beyer President, International and Global Orthopedics Age 58 | Mr. Beyer was became our President International and Global Orthopedics in October 2020. Prior to this role, Mr. Beyer served as President of CONMED International, a role he held since joining the Company in December 2014. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, Mr. Beyer spent 21 years at Stryker Corporation (NYSE:SYK) where he led Stryker Europe from 2005 to 2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer is on the board of Bioventus (previously Misonix), where he is a member of the Audit Committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts degree in Economics and Western Michigan University with an Master of Business Administration degree in Finance. He also completed Harvard Business School’s Advanced Management Program. |

  69. 2023 Non-Employee Director Compensation Table

    | Edward Clifford Vice President, Global Manufacturing Age 48 | Mr. Clifford joined the Company in July 2023 as Vice President of Global Manufacturing. Prior to joining the Company, Mr. Clifford was employed in the role of Executive Director Supply Chain by Consumers Energy Corporation, an investor-owned utility, from 2017 to 2023. Prior to this, Mr. Clifford worked at Stryker Corporation (NYSE:SYK) from 2008 to 2017, most recently as the Director Service, Global Process Owner. Prior to this, Mr. Clifford worked at Eaton (NYSE:ETN) from 2000 – 2008, most recently as a Commodity Manager. Mr. Clifford earned his Bachelor of Science degree in mechanical engineering with a minor in mathematics from Western Michigan University. |

  70. 2023 Non-Employee Director Compensation Table

    | Heather L. Cohen Executive Vice President and Chief Human Resources and Legal Officer and Secretary Age 51 | Ms. Cohen was promoted to Executive Vice President and Chief Human Resources and Legal Officer in December 2022, and reassumed the additional responsibilities of Secretary in September 2023. Previously, she served as Executive Vice President Human Resources from 2018 to 2023, Executive Vice President Human Resources and Secretary from 2015 to 2018, Executive Vice President Human Resources, Deputy General Counsel, and Secretary from 2013 to 2015, Vice President Corporate Human Resources, Deputy General Counsel, and Secretary from 2008 to 2015, Deputy General Counsel from 2002 to 2008, and Associate Counsel from 2001 to 2008. Prior to joining the Company, Ms. Cohen was an Associate Attorney with the law firm Getnick Livingston Atkinson Gigliotti & Priore, LLP from 1998 to 2001. Ms. Cohen holds a Bachelor of Arts degree in Political Science and Education from Colgate University and a Juris Doctorate degree from Emory University. |

  71. 2023 Non-Employee Director Compensation Table

    | John Ferrell Executive Vice President, Human Resources Age 56 | Mr. Ferrell was promoted to Executive Vice President Human Resources in December 2022. Prior to this, Mr. Ferrell served as Vice President Human Resources, International and Global Orthopedics from 2021 to 2022, and Vice President Human Resources, International from 2015 to 2021. Prior to joining the Company, Mr. Ferrell was employed by Stryker Corporation (NYSE:SYK) from 1994 to 2015, where he was the Vice President Human Resources for the Orthopedic Group from 2012 through 2015, previously having served as the Vice President Human Resources and Organizational Development, Europe from 2009 to 2012. Mr. Ferrell serves on the Board of LECMPA, a non-profit insurer for transportation workers. Mr. Ferrell has a Bachelor of Arts degree in Psychology from Oakland University, and Master of Arts degree in Labor and Industrial Relations from Michigan State University. |

  72. 2023 Non-Employee Director Compensation Table

    | 26 | 2024 Proxy Statement |

  73. 2023 Non-Employee Director Compensation Table

    | Todd W. Garner Executive Vice President, Finance and Chief Financial Officer Age 55 | Mr. Garner joined the Company as Executive Vice President and Chief Financial Officer in January 2018. Prior to joining CONMED, he served as Vice President Investor Relations for C.R. Bard, Inc. from 2011 until December 2017. Mr. Garner’s prior roles with C.R. Bard, Inc. include Vice President, Controller (Division Chief Financial Officer) for its Medical division from 2007 to 2011, Director of Financial Reporting from 2005 to 2007 and the Controller of the Reynosa Operations from 2003 to 2005. Prior to working at C.R. Bard, Inc., Mr. Garner was the acting Chief Financial Officer and Controller at Echopass Corporation (currently Genesys Corporation) from 2000 to 2003, the Controller and Value Planning Manager at Futura Industries, Corp. from 1997 to 2000, Accounting Manager at Excel Communications in 1997 and Accounting Coordinator at Verizon from 1995 to 1996. Mr. Garner began his career with Arthur Andersen LLP, where he was a senior auditor from 1992 to 1995. Mr. Garner holds a Master of Business Administration degree from the University of Texas – Rio Grande Valley, and a Bachelor of Science degree in accounting from Brigham Young University. Mr. Garner is also a Certified Public Accountant. |

  74. 2023 Non-Employee Director Compensation Table

    | Brent Lalomia Vice President, Quality Assurance, Regulatory Affairs, Customer Experience, and Logistics Age 49 | Mr. Lalomia assumed the role of Vice President, Quality Assurance, Regulatory Affairs, Customer Experience, and Logistics in May 2023. Prior to this, he served in the role of Vice President, Quality Assurance and Regulatory Affairs from 2019 to 2023. Prior to joining the Company, Mr. Lalomia worked at Stryker Corporation (NYSE:SYK) from 1996 to 2019, most recently as the Vice President, Quality Assurance and Facilities Management of the Stryker Instruments Division from 2014 to 2019. Mr. Lalomia holds a Master of Business Administration from the University of Notre Dame and a Bachelor of Science degree in Mechanical Engineering from Western Michigan University. |

  75. 2023 Non-Employee Director Compensation Table

    | Johonna Pelletier Treasurer and Vice President, Tax Age 51 | Ms. Pelletier was promoted to Treasurer and Vice President, Tax in April 2015. Prior to this, she joined the Company in 2005 as Tax Director. Prior to joining the Company, she was employed by PricewaterhouseCoopers where she most recently served as a tax senior manager. She is a certified public accountant and graduated with a Bachelor of Science degree in Accounting from Le Moyne College. |

  76. 2023 Non-Employee Director Compensation Table

    | Stanley W. (Bill) Peters President, Advanced Surgical and Advanced Endoscopic Technologies Age 49 | Mr. Peters was promoted to President Advanced Surgical and Advanced Endoscopic Technologies in March 2022. Prior to this, Mr. Peters joined the Company as Vice President and General Manager, U.S. Advanced Surgical in 2015. Prior to joining the Company, Mr. Peters served as Director of Sales for Mako Surgical Corporation from 2012 to 2014. Mako was purchased by Stryker Corporation (NYSE:SYK) in December 2013. Prior to this, Mr. Peters served as an executive with Endo Gastric Solutions from 2011 to 2012 and in sales leadership roles at Intuitive Surgical from 2009 to 2011. Prior to Intuitive Surgical, Mr. Peters was employed at Stryker Corporation in sales leadership from 2004 to 2009. Mr. Peters graduated from Ohio University with a Bachelor of Business Administration degree in Finance. |

  77. 2023 Non-Employee Director Compensation Table

    | Peter K. Shagory Executive Vice President, Strategy and Corporate Development Age 55 | Mr. Shagory joined the Company as Executive Vice President, Strategy and Corporate Development in May 2015. Mr. Shagory has more than 25 years of experience in healthcare venture investing and mergers and acquisitions through his previous venture capital, investment banking and corporate roles. Prior to joining the Company, Mr. Shagory led the strategy and business development efforts for Cardinal Health’s (NYSE:CAH) Medical Products Group within the Medical Segment from 2013 to 2015 where he played a key role in Cardinal Health’s entry into interventional cardiovascular and the advanced wound care categories. Prior to that, Mr. Shagory led the healthcare and life sciences investment effort at Baird Venture Partners from 2004 to 2013, focusing on medical technology and research tools and diagnostics. Mr. Shagory earned a Master of Business Administration from Dartmouth’s Tuck School of Business and a Bachelor of Science degree in Finance from Miami University in Oxford, Ohio. |

  78. 2023 Non-Employee Director Compensation Table

    | 2024 Proxy Statement | 27 |

  79. Executive Compensation Best Practices

    | Best Practices We Employ | | ✔ Majority of NEO compensation tied to long-term performance | | ✔ Equity awards require a double trigger for Change in Control vesting acceleration | | ✔ Stock ownership guidelines of 4x salary for CEO, 3x for the CFO, and 1x for other NEOs | | ✔ Robust holding requirements until minimum share ownership requirements are achieved | | ✔ Caps on incentive plan payouts | | ✔ Compensation Committee is comprised entirely of independent directors | | ✔ Compensation Committee engages an independent consultant | | ✔ Compensation Committee regularly meets in executive session without management present | | ✔ Annual risk assessment of the compensation program | | ✔ Minimum vesting schedule of at least 12 months for equity awards | | ✔ Incentive program designs do not encourage excessive risk taking | | ✔ Clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements | | ✔ The CEO is not present during any deliberations or voting of the Compensation Committee or Board regarding CEO compensation | | Practices We Avoid | | ✘ Hedging and pledging stock are prohibited | | ✘ Our equity plan does not allow repricing of underwater stock options without stockholder approval | | ✘ We do not provide executive perquisites other than international employees where such perquisites are common | | ✘ Excise tax gross-ups are not included in our employment arrangements | | ✘ We do not pay dividends on unvested equity awards | | ✘ We do not guarantee our annual bonus payments; each bonus requires a threshold of performance |

  80. Key Compensation Elements Summary

    | Fixed | At Risk | | | | Short Term | | Long Term Equity Based | | | Salary | Annual Bonus | Performance Stock Units | Stock Options | | Provide base pay level aligned with roles, responsibilities, and individual performance to attract and retain top talent. | Deliver on annual pre-determined financial goals. Serves as key compensation vehicle for driving financial performance each year. | Focus executives on the achievement of longer-term financial performance directly aligned to relative Total Shareholder Return (“TSR”). | Reward stock price performance over time. | | Base salaries are based on a review of compensation paid by peer companies and other survey data. Base salary is evaluated annually, and subject to adjustment based on individual performance, or in connection with an executive taking on substantially increased responsibilities. | Bonus targets as a percentage of salary range from 65% to 110% | A significant portion of overall compensation, at target, ranging from 73% for the CEO to an average of 61% for the other NEOs, consists of equity compensation vesting over 3, 4, or 5 years. The 2023 equity grants to the CEO were awarded with 50% in target value in PSUs and 50% in target value in stock options. For our other executives, the target value was split 75% in stock options and 25% in PSUs. | |

  81. Inclusion of PSUs in the equity plan

    Inclusion of PSUs in the equity plan Given the nature of the market for talent, and the size of the competitors with whom we compete for talent, it is critical for the Company to provide a differentiator that attracts the talent needed to drive Company performance and deliver above market growth. This differentiation has come in the form of an emphasis on long-term equity, which we have historically been granted nearly exclusively in the form of stock options. This approach underscores the belief that the essential talent needed is driven by an entrepreneurial mindset; a mindset that thinks like an owner of the business, motivated to deliver results over the long-term. We believe that an equity program that features a heavy weighting of stock options appropriately attracts, retains, and rewards our executives. We believe that stock options align the executives’ interests with those of our stockholders because they have no value unless the stock price increases over time. The annual cycle of awards regularly aligns the executives’ interests with those stockholders at various cost bases. Additionally, our stock options are an affordable compensation vehicle for the Company as compared to other forms of equity compensation, given that our stock options vest over five years. Other forms of equity typically vest over shorter periods of time, which results in higher period costs. Additionally, from the executives’ perspective, stock options can be more tax efficient. As disclosed in the Company’s 2023 Proxy Statement, commencing in 2023, we began including a component of PSUs in the mix of the annual executive equity compensation in response to some themes identified when engaging with stockholders following the 2022 meeting. By including PSUs in our equity mix, we believe we have introduced another element that strongly aligns pay

  82. Inclusion of PSUs in the equity plan

    | 2024 Proxy Statement | 33 |

  83. Inclusion of PSUs in the equity plan

    with performance by assessing the Company performance as compared to an identified market peer group. For further description of this added feature of our program, please refer to the “2023 Equity Compensation” section below.

  84. Inclusion of Free Cash Flow in Bonus Plan

    Inclusion of Free Cash Flow in Bonus Plan We have included Free Cash Flow as an additional goal in executive bonus plans to drive further focus on capital expenditures as well as inventory management. Our short-term cash incentive plan continues to be 100% financial metric driven.

  85. Compensation Setting Process

    It is with this macro-view that we evaluate the available competitive market data alongside the experience, skills, delivered results, and leadership of individuals. Our peer data is based on public filings and broad-based compensation survey data from the Radford Global Life Sciences Survey. Each year the Compensation Committee works with its independent compensation consultant to review compensation for similar positions at other corporations, within a designated peer group of companies, to help ensure that the Company’s overall compensation levels, and the elements thereof, are appropriate. As our Company evolves, we continue to revisit and refine, as needed, this peer group. To select peers for 2023, we worked with Radford to consider companies which generally fit within the following criteria:

  86. Compensation Setting Process

    Our peer group for 2023 is the same as 2022 with the one exception of the removal of Orthofix Medical. Orthofix Medical was removed from the peer group as they fell outside of the above Market Capitalization and Headcount criteria as described above. Key Compensation Decisions

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

    Role of Board of Directors, Management, and Independent Compensation Consultant The Compensation Committee oversees all aspects of compensation for executives with the full Board reviewing and approving compensation matters related to the CEO based on recommendations from the Compensation Committee. The Compensation Committee considers the recommendation of the CEO along with the Executive Vice President, Chief Human Resources and Legal Officer and Secretary in reviewing and approving the base salaries of the executives (other than the CEO, and with the Executive Vice President, Chief Human Resources and Legal Officer and Secretary not participating in the Compensation Committee discussions relative to her own compensation). The Compensation Committee considers the recommendation of the CEO in reviewing and approving the base salary for the Executive Vice President, Chief Human Resources and Legal Officer and Secretary. In making recommendations for the executives, the CEO considers the individual’s contribution to the Company’s performance and exercises judgment and discretion when considering any additional factors that should appropriately affect the executive’s salary such as market competitiveness, current compensation data provided by its independent compensation consultant, compensation data derived from the proxies of the peer companies described above and, as appropriate, compensation data gathered from third-party compensation surveys generally available to the Company. No specific formula is used to weigh or evaluate these factors; rather, the CEO considers such factors on the whole when making a base salary recommendation. In the fall of 2015, the Compensation Committee, retained Radford, part of the Rewards Solutions practice of Aon plc, as its independent compensation consultant in connection with the compensation paid to the executives, and to review non-employee director compensation. In 2023, the Compensation Committee believed it was an appropriate time to conduct a search for a new independent compensation consultant, considering that CONMED had grown and evolved since 2015. In the spring of 2023, the Compensation Committee followed a rigorous process including interviewing several different compensation consultants to identify the best partner for the Compensation Committee. The result of that the Compensation Committee retained Compensia Inc., as its independent compensation consultant. The Compensation Committee has assessed the independence of both Radford and Compensia pursuant to SEC and NYSE rules. Neither Radford nor Compensia provide any material services to management and the Compensation Committee has determined that neither has any business or personal relationship with any member of the Compensation Committee or management. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that their work did not give rise to any conflicts of interest, and that Radford and Compensia are independent. Consistent with prior practice, we will evaluate the independence of our compensation consultant annually. In determining executive compensation for 2023, the Compensation Committee obtained input and advice from Radford, and reviewed recommendations from our CEO and the Executive Vice President, Chief Human Resources and Legal Officer and Secretary with respect to the performance and compensation of our other executives. The Board of Directors, upon recommendation from the Compensation Committee, reviews and approves the CEO’s compensation. In 2022 and continuing into 2023, the Company also retained Infinite Equity, an objective, third-party equity compensation consultant, to evaluate our equity program and assess a range of equity vehicles and their alignment to our compensation philosophy, the impact from an expense perspective, and market competitiveness.

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

    | 2024 Proxy Statement | 35 |

  89. Risk Assessment

    Risk Assessment The Compensation Committee annually evaluates the Company’s compensation programs to assess whether such programs as designed or administered might facilitate or encourage excessive risk-taking by employees. In 2023, the Compensation Committee concluded that the programs are not reasonably likely to have a material adverse effect on the Company in part due to the following program elements: (i) limits provided on annual incentive and long-term performance awards, (ii) the potential opportunity derived from long-term incentive programs outweigh the benefit available under the annual incentive programs thereby creating a focus on sustained Company operational and financial performance, and (iii) the stock ownership guidelines impacting all of executives. Among the design features that mitigate the likelihood of excessive risk-taking are:

  90. Risk Assessment

    | • | Linear payout schemes with performance thresholds and caps |

  91. Risk Assessment

    | • | Balance of short and long-term compensation that align with creating value in our stock] |

  92. 2023 Executive Bonus Plan

    2023 Executive Bonus Plan The Company maintains the stockholder-approved Executive Bonus Plan, which may be used to provide short-term incentive compensation opportunities to the executives, including our NEOs. For the NEOs, annual target bonus opportunities and performance metrics are established in the first quarter of the year by the Compensation Committee and the Board of Directors at the meeting typically held in late February or early March.

  93. Executive Bonus Plan Performance Goals for 2023

    Executive Bonus Plan Performance Goals for 2023 The Executive Bonus Plan performance goals for 2023 were initially established by the Compensation Committee and approved by the full Board in February 2023, as described below. The bonus payments were conditioned upon the achievement of certain threshold performance goals and were to be measured on a sliding scale between threshold and maximum performance. The weighting of each performance metric (in each case, expressed as a percentage of the NEO’s annual base salary) varied by position, although given the importance of profitability, Adjusted Diluted Net EPS was the most heavily weighted performance metric for all NEOs. The thresholds, targets and maximums performance levels for each performance metric were as follows:

  94. Executive Bonus Plan Performance Goals for 2023

    | | Threshold | Target | Maximum | | Curt R. Hartman | | | | | Net Sales (FX Adjusted) | 7.70% | 38.50% | 77.00% | | Adjusted Diluted Net EPS | 11.00% | 55.00% | 110.00% | | Free Cash Flow | 3.30% | 16.50% | 33.00% | | Total | 22.00% | 110.00% | 220.00% | | Todd W. Garner | | | | | Net Sales (FX Adjusted) | 5.60% | 28.00% | 56.00% | | Adjusted Diluted Net EPS | 8.00% | 40.00% | 80.00% | | Free Cash Flow | 2.40% | 12.00% | 24.00% | | Total | 16.00% | 80.00% | 160.00% | | Patrick J. Beyer | | | | | Net Sales (FX Adjusted) | 4.80% | 24.00% | 48.00% | | Adjusted Diluted Net EPS | 6.40% | 32.00% | 64.00% | | Free Cash Flow | 0.80% | 4.00% | 8.00% | | Commercial Goals | 4.00% | 20.00% | 40.00% | | Total | 16.00% | 80.00% | 160.00% | | Stanley W. (Bill) Peters | | | | | Net Sales (FX Adjusted) | 3.90% | 19.50% | 39.00% | | Adjusted Diluted Net EPS | 5.20% | 26.00% | 52.00% | | Free Cash Flow | 0.65% | 3.25% | 6.50% | | Commercial Goals | 3.25% | 16.25% | 32.50% | | Total | 13.00% | 65.00% | 130.00% | | Heather L. Cohen | | | | | Net Sales (FX Adjusted) | 5.20% | 26.00% | 52.00% | | Adjusted Diluted Net EPS | 6.50% | 32.50% | 65.00% | | Free Cash Flow | 1.30% | 6.50% | 13.00% | | Total | 13.00% | 65.00% | 130.00% |

  95. Executive Bonus Plan Performance Goals for 2023

    Mr. Beyer’s aggregate target bonus moved from 75% in 2022 to 80% in 2023.

  96. Executive Bonus Plan Performance Goals for 2023

    | 38 | 2024 Proxy Statement |

  97. Executive Bonus Plan Performance Goals for 2023

    Adjusted Diluted Net EPS (“Adjusted EPS”) for these purposes was adjusted for items such as amortization of intangible assets, amortization of deferred financing fees and debt discount, unusual items, including restructuring charges, impairment charges, changes in tax or accounting rules, acquisitions or other special or nonrecurring events. Executive Bonus Plan goals are based on the Company’s financial results as reported in conformance with GAAP but may be adjusted at the Compensation Committee’s discretion to reflect the impact of specified corporate transactions, changes in foreign currency exchange rates, accounting or tax changes and items that may not be indicative of or are unrelated to our core operating results so that the operating results of the Company are calculated on a comparable basis from year to year. A reconciliation of GAAP performance measures to non-GAAP performance measures for the to Adjusted EPS performance is shown on page 75. The Compensation Committee structured this scale to incent executives with challenging targets based upon the Company’s internal goals and guidance to investors.

  98. 2023 Actual Payouts

    2023 Actual Payouts For 2023, the Company achieved:

  99. 2023 Actual Payouts

    | Goal | Threshold | Target | Maximum | Result | Associated Payout Percent | | Net Sales (FX Adjusted) | $991.2 | $1,221.2 | $1,465.2 | $1,244.9 | 109.7% | | Adjusted Diluted Net EPS | $3.19 | $3.32 | $3.58 | $3.45 | 150% | | Free Cash Flow | $90.0 | $99.6 | $118.8 | $106.3 | 135% |

  100. 2023 Actual Payouts

    Net Sales (FX Adjusted) and Free Cash Flow are represented above in millions. All performance metrics have a threshold payment of 20%, target payment of 100% and maximum payment of 200%. The targets for Net Sales (FX Adjusted) and Adjusted EPS shown above represent significant growth from 2022. For 2023, the thresholds were set slightly below the 2022 thresholds based on the 2022 year-end results. As a reminder, Free Cash Flow was introduced in 2023.

  101. 2023 Actual Payouts

    | * Refer to the “GAAP to Non-GAAP Reconciliations” section for the most directly comparable GAAP measure, GAAP net sales, GAAP diluted earnings per share and GAAP net cash provided by operating activities less GAAP purchases of property, plant & equipment. |

  102. 2023 Actual Payouts

    Applying these results, as well as the achievement of the commercial goals for Mr. Beyer and Mr. Peters bonuses were earned as follows:

  103. 2023 Actual Payouts

    | Name | Bonus Target (as % of Base Salary | Net Sales (FX Adjusted) Achieved | Adjusted EPS Performance Achieved | Free Cash Flow | Commercial Goals | FY 2023 Actual Performance Achieved (as % of target bonus) | FY 2023 Earned Bonus (as % of YE base salary) | FY 2023 Earned Bonus ($) | | Curt R. Hartman | 110% | 109.7% | 150% | 135% | n/a | 133.6% | 147.0% | $1,396,590 | | Todd W. Garner | 80% | 109.7% | 150% | 135% | n/a | 133.6% | 106.9% | $579,057 | | Patrick J. Beyer | 80% | 109.7% | 150% | 135% | 59.4% | 114.5% | 91.6% | $505,300 | | Stanley W. (Bill) Peters | 65% | 109.7% | 150% | 135% | 129.2% | 132.0% | 85.8% | $389,339 | | Heather L. Cohen | 65% | 109.7% | 150% | 135% | n/a | 132.4% | 86.0% | $361,397 |

  104. 2023 Actual Payouts

    | (1) Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his bonus compensation is paid in British pounds. This amount was converted to U.S. dollars using an exchange rate of £0.7868 to U.S. $1.00, which was the spot rate as of December 29, 2023. |

  105. 2023 Equity Compensation

    2023 Equity Compensation Equity compensation is a critical element of our compensation philosophy in order to attract, motivate and retain exceptional executive talent who lead with an entrepreneurial mindset. Equity compensation awards to our NEOs were granted under our 2018 Long-Term Incentive Plan (the “LTIP”). The Compensation Committee generally determines the amount of equity compensation for each NEO other than the CEO, based in part, on recommendations from the CEO and Executive Vice President and Chief Human Resources and Legal Officer and Secretary. Additionally, the Compensation Committee reviews the expense and the annual and aggregate dilutive impact of our equity award grants.

  106. 2023 Equity Compensation

    | 2024 Proxy Statement | 39 |

  107. 2023 Equity Compensation

    For 2023, our executive equity award grants consisted of stock options and PSUs. The Compensation Committee believes that these awards help to deliver meaningful stability in executive leadership which is advantageous to the Company’s continued growth. Equity awards are generally nontransferable other than on death and stock options and SARs expire ten years from date of grant. The Company has a policy against cash buyouts of underwater stock options or SARs, and such repurchases are expressly prohibited by the LTIP, unless approved by stockholders. These equity grants, as well as the annual equity grants made to NEOs since 2015 under the Long Term Incentive Plans, are subject to “double-trigger” vesting on a termination of the NEO’s employment by the Company other than for “cause” or by the NEO for “good reason” (each as defined in the applicable award agreement) within two years following the change in control (as defined in the applicable award agreement). Our equity compensation awards also include applicable restrictive covenants.

  108. Performance Stock Units

    Performance Stock Units After thorough consideration by the Compensation Committee of feedback received from our stockholders following our 2022 Annual Meeting of Stockholders and the implications to the application of the compensation philosophy, the Compensation Committee, with full support of the Board, added PSUs to the mix of equity vehicles used in the March 2023 equity awards. For Mr. Hartman the value mix awarded was 50% in stock options and 50% in PSUs. For the other executives, the value mix awarded was 75% stock options and 25% PSUs. The process to assess the appropriate value of the award granted remains the same as did the philosophy relative to market targets and other factors previously discussed. Once the equity award values were established, the number of stock options and PSUs is determined based on the value on the grant date. Any small differences between the Targeted Grant Value and the value reported in the 2023 Summary Compensation Table on page 46 is due to rounding based on the actual fair value of the stock options and PSUs on the grant date as determined for financial reporting purposes. The targeted equity grant value for each NEO was established based on the Company’s relative performance, the competitive talent market, and the individual and collective performance of the team.

  109. Performance Stock Units

    | NEO | Targeted Grant Value | Stock Options | PSUs | | Curt R. Hartman | $5,315,000 | 67,141 | 18,256 | | Todd W. Garner | $1,700,000 | 32,212 | 2,920 | | Patrick J. Beyer | $1,700,000 | 32,212 | 2,920 | | Stanley (Bill) W. Peters | $1,100,000 | 20,843 | 1,889 | | Heather L. Cohen | $1,000,000 | 18,948 | 1,717 |

  110. Performance Stock Units

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

  111. Performance Stock Units

    The PSUs are to be earned and vest on our relative TSR compared to the TSR of Standard & Poor’s Healthcare Equipment Select Index. The awards “cliff” vest after a three-year performance period (measured from the date of the grant). If the Company’s relative TSR performance to the Index is at or below the 25th percentile, there will be no payment. The maximum payment is equal to 200% of the target number of units granted. Each earned unit may be settled through the issuance of one share of our common stock.

  112. Stock Options

    Stock Options The stock options granted to our NEOs effective March 1, 2023, vest ratably over five years with 20% of each award vesting annually.

  113. Stock Options

    | 40 | 2024 Proxy Statement |

  114. Restricted Stock Units

    Restricted Stock Units We have also periodically utilized restricted stock units (RSUs), most often in the first few years of an executive’s employment, to align his/her interests as a stockholder early in his/her tenure.

  115. Retirement Benefits

    | annual bonus and to receive seven percent matching contributions or other contributions from the Company. In addition, similar to the Savings Plan, the Company has the discretion to contribute to the Benefits Restoration Plan in addition to the match. The funds are invested based upon the investments selected by the participant from the investments available under the Savings Plan. |

  116. Retirement Benefits

    A participant is 100% vested in the participant’s contributions and any earnings. Upon a “change in control” of the Company, the unvested portion of a participant’s account will automatically become vested. For purposes of the Benefits Restoration Plan, a “change in control” has the meaning provided in any written agreement between any participant and the employer, if applicable, and if there is no such written agreement with the employer defining a change in control, then a change in control generally means an acquisition of 25% or more of the outstanding voting shares or a change in a majority of the Board of Directors. The vesting requirements align with those of the Savings Plan, which provides for vesting of 20% of any Company contributions for each year of service, such that an employee is 100% vested in any Company contribution after five years of service.

  117. Clawback Policy

    Clawback Policy On December 1, 2023, the Company adopted a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation the (“Mandatory Clawback Policy”) regarding accounting restatements in connection with the SEC’s adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NYSE listing standards. The Mandatory Clawback Policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws. Prior to December 2023 the Company’s Recoupment Policy allowed the Compensation Committee to require any participant or former participant in the Executive Bonus Plan or recipient of performance-based equity awards in any of the prior three years to repay to the Company all or a portion of the amount received in connection with a fiscal year in which either (i) there was a recalculation of a financial or other performance metric related to the determination of a bonus award or performance-based equity award due to an error in the original calculation or (ii) there was a restatement of earnings for the Company due to material noncompliance with any financial reporting requirement under either GAAP or federal securities laws, other than as a result of changes to accounting policy, rules or regulation; and (iii) the restated earnings or corrected performance measurement would have (or likely would have) resulted in a smaller award than the amount actually received by the participant. A similar recoupment provision continues to be extended to non-executives who participate in other Company incentive programs.

  118. Mr. Beyer’s Service Agreement

    Mr. Beyer’s Service Agreement Mr. Beyer and CONMED U.K. Limited entered into a Service Agreement, dated April 25, 2019, outlining the terms of his continued employment as President, International (the “Service Agreement”). The Service Agreement provides Mr. Beyer with a base salary of £319,000, as well as a monthly car allowance of £1,000. Mr. Beyer may also participate in CONMED U.K. Limited’s occupational pension scheme, to which CONMED U.K. Limited will make contributions of £10,000 per annum for each year Mr. Beyer participates. CONMED U.K. Limited will also pay Mr. Beyer a pension allowance of £69,382.34, which it reserves the right to vary or withdraw at any time. Mr. Beyer may be awarded discretionary bonuses from time to time and may also be eligible to participate in the Executive Severance Plan (as described below) and the CONMED Corporation Executive Bonus Plan (as described above), and may also receive certain medical, life and disability insurance benefits. Either party may terminate Mr. Beyer’s employment under the Service Agreement on six months written notice. CONMED U.K. Limited may terminate the agreement with immediate effect by paying to Mr. Beyer, within 28 days of giving notice of such termination, all or the remaining part of Mr. Beyer’s base salary for the then unexpired period of notice. In such event, the Company may reduce the payments or benefits otherwise due to Mr. Beyer under the Executive Severance Plan to avoid duplication of payments or benefits. Upon such termination, the Company may require Mr. Beyer not to perform any services (or perform only specified services) in accordance with garden leave policies applicable to employees in the U.K. Under the Service Agreement, Mr. Beyer is subject to certain restrictive covenants, including confidentiality covenants and restrictions on competition and solicitation of the Company’s customers and employees that range from six-months to one-year post-termination.

  119. Executive Severance Plan

    Executive Severance Plan The Company maintains an executive severance plan (the “Executive Severance Plan”) in which all of the NEOs as of December 31, 2023, participated. The CEO’s benefit under the Executive Severance Plan is two times base salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned for a non-change in control involuntary termination of employment, and three times salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned for a change in control (as defined in the Executive Severance Plan) involuntary termination of employment. The CFO’s benefit under the Executive Severance Plan is one and one-half times base salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned for a non-change in control involuntary termination of employment, and two and one-half times base salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned for a change in control involuntary termination. Each other NEO’s severance benefit is one times base salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned for a non-change in control involuntary termination of employment without cause or for good reason, and two times base salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned level for a change in control (as defined in the Executive Severance Plan) involuntary termination of employment without cause or for good reason. Benefits due to a participant under the Executive Severance Plan may be reduced or eliminated in the event that the participant receives duplicative termination payments or benefits under any other plan, program, policy, individually negotiated agreement or other arrangement. The Compensation Committee periodically reviews the Executive Severance Plan as part of its overall review of the executive compensation program. No changes were made for 2023 to the plan document which may be found here https://www.sec.gov/Archives/edgar/data/816956/000081695615000007/cnmd63015ex101.htm.

  120. Executive Severance Plan

    | 44 | 2024 Proxy Statement |

  121. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the compensation earned in 2021, 2022 and 2023 by our NEOs, which includes our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers, as determined by reference to total compensation for 2023, who were serving as executive officers at the end of 2023.

  122. 2023 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total | | Curt R. Hartman – Chair, President & Chief Executive Officer | 2023 | $950,000 | $0 | $2,657,526 | $2,657,441 | $1,396,590 | $0 | $103,058 | $7,764,615 | | | 2022 | $946,055 | $0 | $0 | $6,340,000 | $425,106 | $0 | $124,334 | $7,835,495 | | | 2021 | $918,120 | $0 | $0 | $7,376,003 | $957,857 | $0 | $122,500 | $9,374,480 | | Todd W. Garner – Executive Vice President, Finance and Chief Financial Officer | 2023 | $538,971 | $0 | $425,064 | $1,274,951 | $579,057 | $0 | $53,821 | $2,871,864 | | | 2022 | $521,653 | $30,000 | $0 | $2,789,600 | $171,124 | $0 | $60,702 | $3,573,079 | | | 2021 | $498,355 | $0 | $0 | $1,906,967 | $354,782 | $0 | $55,308 | $2,815,412 | | Patrick J. Beyer – President, International & Global Orthopedics(7) | 2023 | $548,926 | $0 | $425,064 | $1,274,951 | $505,300 | $0 | $545,070 | $3,299,311 | | | 2022 | $501,460 | $58,781 | $0 | $2,789,600 | $165,318 | $0 | $497,612 | $4,012,771 | | | 2021 | $537,002 | $0 | $0 | $1,978,928 | $344,447 | $0 | $361,841 | $3,222,218 | | Stanley W. (Bill) Peters – President, Advanced Surgical & Advanced Endoscopic Technologies | 2023 | $451,709 | $0 | $274,982 | $824,966 | $389,339 | $0 | $56,035 | $1,997,031 | | | 2022 | $434,015 | $25,000 | $0 | $1,775,200 | $124,179 | $0 | $64,923 | $2,423,317 | | | 2021 | $398,684 | $0 | $0 | $1,115,396 | $226,243 | $0 | $56,117 | $1,796,440 | | Heather L. Cohen - Executive Vice President & Chief Human Resources and Legal Officer & Secretary | 2023 | $420,000 | $0 | $249,944 | $749,962 | $361,397 | $6,433 | $39,075 | $1,826,811 | | | 2022 | $408,775 | $0 | $0 | $1,673,760 | $111,056 | $0 | $41,176 | $2,234,767 |

  123. 2023 Summary Compensation Table

    | (1) Salary reflects actual salary earned for the calendar year. Salary levels are adjusted annually, typically in March. Accordingly, any salary levels listed in the CD&A may not match amounts actually paid during the course of the year. |

  124. 2023 Summary Compensation Table

    | (2) Bonus reflects the 2022 one-time discretionary payments. There were no discretionary bonus payments made in 2023 or 2021. |

  125. 2023 Summary Compensation Table

    | (3) Amounts in this column reflect the grant date fair value of PSUs in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC, based on the probable outcome of the performance conditions to which the awards are subject. The assumptions made in the valuation of these awards are set forth in Note 10, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2023 Annual Report on Form 10-K (available at https://www.conmed.com/en/investor-relations). |

  126. 2023 Summary Compensation Table

    | (a) As previously disclosed, any nominal differences in fair value for stock options and PSUs are due to rounding to the whole unit for such equity instrument. |

  127. 2023 Summary Compensation Table

    | (4) Amounts in this column reflect the grant date fair value of stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 10, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2023 Annual Report on Form 10-K. |

  128. 2023 Summary Compensation Table

    | (a) As previously disclosed, any nominal differences in fair value for stock options and PSUs are due to rounding to the whole unit for such equity instrument. |

  129. 2023 Summary Compensation Table

    | (5) Non-Equity Incentive Plan Compensation represents earnings under the Company’s Executive Bonus Plan and is calculated as a percentage of each NEO’s salary. See “Executive Bonus Plan Performance Goals for 2023” on page 38 in the CD&A for an additional discussion of 2023 annual incentive payments under the Company’s Executive Bonus Plan. |

  130. 2023 Summary Compensation Table

    | (6) Amount in this column represents the increase in the actuarial present value of the executive’s accumulated benefit under the CONMED Corporation Retirement Pension Plan (a defined benefit plan) during 2023. For 2022, the actuarial value decreased for Ms. Cohen. Actuarial value computations are based on the assumptions established in accordance with Compensation – Retirement Benefits Topic of the FASB ASC 715 and discussed in Note 13, (“Employee Benefit Plans”), to the Consolidated Financial Statements in Item 15 to the Company’s 2023 Annual Report on Form 10-K. There were no above-market earnings on nonqualified deferred compensation. For more information regarding the Ms. Cohen’s pension benefits, please see the Pension Benefits table below. |

  131. 2023 Summary Compensation Table

    | 46 | 2024 Proxy Statement |

  132. 2023 Summary Compensation Table

    | Summary Compensation Table |

  133. 2023 Summary Compensation Table

    | (7) All 2023 Other Compensation consists of the following: |

  134. 2023 Summary Compensation Table

    | | 401(k) Employer Contributions(a) | Benefit Restoration Plan Employer Contributions(b) | Certain Other Payments(c) | Total All Other Compensation | | Curt R. Hartman | $7,000 | $96,058 | $— | $103,058 | | Todd W. Garner | $7,000 | $46,659 | $162 | $53,821 | | Patrick J. Beyer | $— | $— | $545,070 | $545,070 | | Stanley W. (Bill) Peters | $7,000 | $35,062 | $13,973 | $56,035 | | Heather L. Cohen | $7,000 | $31,926 | $149 | $39,075 |

  135. 2023 Summary Compensation Table

    | (a) Amounts represent 2023 Company contributions to employee 401(k) plan accounts on the same terms offered to all other employees. |

  136. 2023 Summary Compensation Table

    | (b) Amounts represent 2023 Company contributions to the Benefits Restoration Plan (“BRP”). |

  137. 2023 Summary Compensation Table

    | (c) For Mr. Beyer in 2023, other payments include retirement plan payments of $141,733 for participation in a program designed to compensate him in a similar fashion as the BRP in accordance with practices in the UK, and payments of $15,252 in respect of his U.K. car allowance and $29,124 for car repairs, as provided for in his Service Agreement. Also included in the ‘Certain Other Payments’ column are $82,625 representing costs associated with personal air travel, $78,000 representing the rental cost of a Company-provided apartment, a supplemental payment of $10,000 to cover the projected cost for health insurance under standard employees plans made available to employees in the United States, $7,398 for the cost of a rental car, that the Company provides for Mr. Beyer’s use in Largo, Florida in order to manage the U.S. Orthopedic business, $127,489 related to tax gross-ups on the portion of certain other payments deemed taxable in the U.S., and $327 for a gift. In addition, there are payments of $53,122 for tax preparation services given the complexities of Mr. Beyer’s role. For Mr. Peters, such payments include $13,973 in costs associated with attending a sales force award trip. Ms. Cohen received a gift of $149, and Mr. Garner received a gift of $162. All other compensation does not include the costs for health insurance, long-term disability insurance, life insurance and other benefits generally available to other employees on the same terms as those offered to the officers listed above. As disclosed above, Mr. Hartman and Mr. Garner had imputed income as a result of their spouse, family member or guests accompanying them on business flights. As there was no incremental cost to the Company for such flights, there is no incremental value for perquisite purposes included in the ‘Other Compensation’ column. |

  138. 2023 Summary Compensation Table

    | 7) | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, all of his cash compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rates as of December 29, 2023, December 30, 2022, and December 30, 2021, respectively, (the last business day of the year) of £0.7868, £0.834, and £0.743 to U.S. $1.00. If we had converted Mr. Beyer’s 2023 total compensation at the December 30, 2022, spot exchange rate, his total compensation would have been $3,361,402. |

  139. 2023 Summary Compensation Table

    | 2024 Proxy Statement | 47 |

  140. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The table below summarizes the estimated cash awards under the Executive Bonus Plan as well as equity compensation granted during 2023. Information regarding the terms of these awards can be found under the headings “Executive Bonus Plan” and “Equity Compensation” in the CD&A.

  141. 2023 Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Curt R. Hartman | 3/1/2023 | — | — | — | — | — | — | — | 67,141 | $96.16 | $2,657,441 | | | 3/1/2023 | | | | 9,128 | 18,256 | 36,512 | — | — | — | $2,657,526 | | | N/A | $209,000 | $1,045,000 | $2,090,000 | — | — | — | — | — | — | — | | Todd W. Garner | 3/1/2023 | — | — | — | — | — | — | — | 32,212 | $96.16 | $1,274,951 | | | 3/1/2023 | — | — | — | 1,460 | 2,920 | 5,840 | — | — | — | $425,064 | | | N/A | $86,656 | $433,280 | $866,560 | — | — | — | — | — | — | — | | Patrick J. Beyer | 3/1/2023 | — | — | — | — | — | — | — | 32,212 | $96.16 | $1,274,951 | | | 3/1/2023 | | | | 1,460 | 2,920 | 5,840 | — | — | — | $425,064 | | | N/A | $88,257 | $441,283 | $882,566 | — | — | — | — | — | — | — | | Stanley W. (Bill) Peters | 3/1/2023 | — | — | — | — | — | — | — | 20,843 | $96.16 | $824,966 | | | 3/1/2023 | — | — | — | 945 | 1,889 | 3,778 | — | — | — | $274,982 | | | N/A | $59,009 | $295,043 | $590,087 | — | — | — | — | — | — | — | | Heather L. Cohen | 3/1/2023 | — | — | — | — | — | — | — | 18,948 | $96.16 | $749,962 | | | 3/1/2023 | — | — | — | 859 | 1,717 | 3,434 | — | — | — | $249,944 | | | N/A | $54,600 | $273,000 | $546,000 | — | — | — | — | — | — | — |

  142. 2023 Grants of Plan-Based Awards

    | (1) Non-Equity Incentive Compensation represents earnings under the Company’s Executive Bonus Plan. The threshold, target and maximum compensation for all NEOs is a percentage of the NEO’s salary on December 31, 2023. The compensation is based on financial factors as well as individual goals as further described in “2023 Executive Bonus Plan” on page 38 During 2023, Mr. Hartman, Mr. Garner, Mr. Beyer, Mr. Peters and Ms. Cohen earned non-equity incentive compensation equal to 147%, 106.9%, 91.6%, 85.8% and 86%, respectively, of their base salaries. |

  143. 2023 Grants of Plan-Based Awards

    | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his non-equity incentive plan compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 29, 2023 (the last business day of the year) of £0.7868 to U.S. $1.00. |

  144. 2023 Grants of Plan-Based Awards

    | (2) Amounts in these columns represent the possible range (threshold to target to maximum) of performance stock units, which will be settled in shares of Common Stock, that would be earned based on the achievement of pre-established goals for the 2023 to 2025 performance period. The number of performance stock units earned could be zero if performance is below threshold. |

  145. 2023 Grants of Plan-Based Awards

    | (3) The amounts shown in column (j) represent the total stock options awarded to the NEOs. Stock option awards granted as of March 1, 2023 for all NEOs vest ratably annually over a period of five years. |

  146. 2023 Grants of Plan-Based Awards

    | (4) Represents the closing market price of a share of common stock on the date of the grant of the option award. |

  147. 2023 Grants of Plan-Based Awards

    | (5) Amounts in this column reflect the grant date fair value of stock options and performance stock units in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 10, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2023 Annual Report on Form 10-K. |

  148. 2023 Grants of Plan-Based Awards

    Material terms related to the NEOs’ compensation are described in the CD&A, footnotes to the Summary Compensation Table, Grants of Plan-Based Awards table and under the section “Potential Payments on Termination or Change-in-Control”.

  149. 2023 Grants of Plan-Based Awards

    | 48 | 2024 Proxy Statement |

  150. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  151. 2023 Option Exercises and Stock Vested

    | (a) | (b) | (c) | (d) | (e) | | | Option Awards(1) | | Stock Awards(3) | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(4) ($) | | Curt R. Hartman | — | — | — | — | | Todd W. Garner | 30,000 | $1,209,639 | 1,600 | $153,856 | | Patrick J. Beyer | — | — | — | — | | Stanley W. (Bill) Peters | 13,500 | $1,040,161 | — | — | | Heather L. Cohen | 5,000 | $463,200 | — | — |

  152. 2023 Option Exercises and Stock Vested

    | (1) Amount relates to stock options or stock appreciation rights exercises during 2023. |

  153. 2023 Option Exercises and Stock Vested

    | (2) Calculated by multiplying the number of shares purchased by the difference between the exercise price of the option and the market price of the Common Stock on the date of exercise. |

  154. 2023 Option Exercises and Stock Vested

    | (3) Amount relates to RSUs that vested during 2023. |

  155. 2023 Option Exercises and Stock Vested

    | (4) Calculated by multiplying the number of shares vested by the market price of the Common Stock on the date of vesting. |

  156. 2023 Option Exercises and Stock Vested

    | 2024 Proxy Statement | 51 |

  157. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The table below shows the executive contributions, Company contributions and aggregate earnings related to deferred compensation for all NEOs during 2023. Effective January 1, 2010, the Company began offering a Benefits Restoration Plan to eligible employees, including all NEOs, except Mr. Beyer who participates in a program designed to compensate him in a similar fashion in accordance with practices in the UK. The Benefits Restoration Plan provides the opportunity to defer receipt of up to 50% of base salary and up to 100% of bonus compensation and to receive 7% matching contributions from the Company that would otherwise be unavailable under our 401(k) plan because of limits imposed by the Internal Revenue Code. Refer to the section “Retirement Benefits—Benefits Restoration Plan” in the CD&A for further details.

  158. 2023 Non-Qualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings (Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Curt R. Hartman | $263,158 | $96,058 | $855,499 | — | $5,143,711 | | Todd W. Garner | $78,262 | $46,659 | $105,993 | — | $619,421 | | Patrick J. Beyer | — | — | — | — | — | | Stanley W. (Bill) Peters | $75,000 | $35,062 | $130,116 | — | $937,377 | | Heather L. Cohen | $78,140 | $31,926 | $517,285 | — | $2,475,687 |

  159. 2023 Non-Qualified Deferred Compensation

    | (1) Executive contributions related to the Benefit Restoration Plan were included in earnings in 2023 and reported in the 2023 Summary Compensation Table above. |

  160. 2023 Non-Qualified Deferred Compensation

    | (2) Registrant contributions related to the Benefit Restoration Plan were included in earnings in 2023 and reported in the 2023 Summary Compensation Table. |

  161. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Termination/No Change in Control The table below represents the payments the NEOs would receive under the Executive Severance Plan if their employment were terminated by the Company without cause or resigned for good reason on December 31, 2023, and no change in control of the Company had occurred. The table assumes the termination of employment by the Company without cause (as defined in the Executive Severance Plan) with respect to each NEO. No payments will be made, other than accrued benefits, if an NEO’s employment is terminated for “cause” or the NEO resigns without “good reason”.

  162. Potential Payments on Termination or Change in Control

    | Name | Salary Continuation or Severance ($)(1) | | Curt R. Hartman | $3,721,696 | | Todd W. Garner | $1,397,536 | | Patrick J. Beyer | $922,968 | | Stanley (Bill) W. Peters | $723,172 | | Heather L. Cohen | $656,227 |

  163. Potential Payments on Termination or Change in Control

    | (1) For each NEO, the amount reported the sum of the executive’s base salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned as of December 29, 2023 multiplied by the applicable severance multiple as defined in the Executive Severance Plan payable as a lump sum. The severance multiple is defined as two for Mr. Hartman, one and one-half for Mr. Garner and one for each other NEO. |

  164. Potential Payments on Termination or Change in Control

    | (2) Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 29, 2023 (the last business day of the year) of £0.7868 to U.S. $1.00. |

  165. Potential Payments on Termination or Change in Control

    Under the terms of the Company’s equity award programs, the vesting date for all outstanding stock options, SARs, RSUs, and PSUs granted to any NEO would accelerate to the date of termination due to death or disability. In those circumstances, the value of equity awards vesting would be the same as described below for a termination in connection with a change in control of the Company.

  166. Potential Payments on Termination or Change in Control

    | 2024 Proxy Statement | 53 |

  167. Potential Payments on Termination or Change in Control

    | Potential Payments on Termination or Change in Control |

  168. Potential Payments on Termination or Change in Control

    Termination/Change in Control The table below represents the earnings the NEOs would receive upon a qualifying termination of employment in connection with a change in control of the Company on December 29, 2023 under the Executive Severance Plan and under the terms of the Benefits Restoration Plan, as applicable, as further described in the CD&A. For certain items below, the values are based on the closing price of $109.51, which was the closing market price of our common stock as of December 29, 2023. As discussed in the “2023 Equity Compensation” section in the CD&A, all equity awards are subject to “double-trigger” vesting on a termination of the NEO’s employment by the Company other than for “cause” or by the NEO for “good reason” (each as defined in the applicable award agreement) within two years following the change in control of the Company (as defined in the applicable award agreement). Our equity compensation awards also include standard non-competition restrictions, non-solicitation restrictions, as well as trade secret and confidentiality obligations.

  169. Potential Payments on Termination or Change in Control

    | Name | Salary Continuation or Severance ($)(1) | Intrinsic Value of Unvested Stock Awards ($)(2) | Intrinsic Value of Unvested Options and SARs ($)(3) | Value of Unvested Company BRP Contributions ($) | Total ($) | | Curt R. Hartman | $5,629,553 | $1,999,215 | $3,095,572 | — | $10,724,340 | | Todd W. Garner | $2,299,803 | $319,769 | $975,814 | — | $3,595,386 | | Patrick J. Beyer | $1,815,063 | $319,769 | $1,034,470 | — | $3,169,302 | | Stanley (Bill) W. Peters | $1,417,667 | $206,864 | $621,622 | — | $2,246,153 | | Heather L. Cohen | $1,286,526 | $188,029 | $524,906 | — | $1,999,461 |

  170. Potential Payments on Termination or Change in Control

    | (1) Amount represents the sum of the executive’s base salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned as of December 29, 2023, multiplied by the applicable severance multiple as set forth in the Executive Severance Plan payable as a lump sum. The severance multiple is three for Mr. Hartman, two and one-half for Mr. Garner, and two for each other NEO. |

  171. Potential Payments on Termination or Change in Control

    | (2) As described above in the CD&A under “2023 Equity Compensation,” unvested equity awards held by each NEO are subject to accelerated vesting upon a qualifying termination in connection with a change in control. The intrinsic value of unvested equity awards is calculated by taking the product of (a) $109.51, which was the closing market price of our common stock as of December 29, 2023 (the last business day of the year) and (b) the number of PSUs subject to acceleration. See “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” for information on the awards and the unvested portion of such awards. |

  172. Potential Payments on Termination or Change in Control

    | (3) The intrinsic value of unvested equity awards is calculated by taking the product of $109.51, which was the closing market price of our common stock as of December 29, 2023 (the last business day of the year) less the exercise price of any stock option. See “2023 Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” for information on the awards and the unvested portion of such awards. |

  173. Potential Payments on Termination or Change in Control

    | (4) Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his salary continuation or severance is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 29, 2023 (the last business day of the year) of £0.7868 to U.S. $1.00. |

  174. Potential Payments on Termination or Change in Control

    | (5) No NEOs would receive any other accelerated or enhanced deferred compensation payments or benefits upon a change in control other than as described in this table. As described in the CD&A under “Retirement Benefits – Benefits Restoration Plan”, upon a change in control, the unvested portion of each NEO’s account will automatically become vested. |

  175. Potential Payments on Termination or Change in Control

    | 54 | 2024 Proxy Statement |

  176. Pay Ratio

    Pay Ratio We are required by SEC rules adopted under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. During 2023, the principal executive officer of the Company was our Chair of the Board, President and Chief Executive Officer, Curt Hartman. For 2023, Mr. Hartman’s annual total compensation was $7,764,615 and for our median employee was approximately $43,913.05 resulting in an estimated pay ratio of 177:1. We identified the median employee by using all 3,840 active employees of the Company and its consolidated subsidiaries (excluding Mr. Hartman) as of December 31, 2023, whether employed full-time or part-time. We believe this is reasonable as there have been no changes to compensation or to the composition of our employees that would materially affect our pay ratio. Taxable earnings consisted of: (A) base salary, (B) the target bonus, commission and/or management bonus paid during the period, and (C) other miscellaneous compensation items. Where applicable, currency of earnings was converted to U.S. dollars using an exchange rate as of our determination date. After identifying our median employee, who is located in the U.S., in accordance with SEC rules we calculated 2023 annual total compensation for both the median employee and Mr. Hartman using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  177. Pay Ratio

    | 2024 Proxy Statement | 55 |

  178. Pay Versus Performance

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

  179. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table (SCT) Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (in $M) | Adjusted Diluted Net Earnings Per Share (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $7,764,615 | $13,280,569 | $2,498,754 | $3,900,605 | $101.04 | $124.22 | $64.5 | $3.45 | | 2022 | $7,835,495 | ($8,291,607) | $3,060,984 | ($792,323) | $81.19 | $113.92 | ($80.6) | $2.65 | | 2021 | $9,374,480 | $23,174,447 | $2,345,015 | $5,176,896 | $128.81 | $140.40 | $62.5 | $3.21 | | 2020 | $6,461,620 | $8,417,084 | $1,706,722 | $2,092,471 | $101.14 | $117.63 | $9.5 | $2.18 |

  180. Pay Versus Performance

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

  181. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2023 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen, | | 2022 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen, | | 2021 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Daniel S. Jonas, | | 2020 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, John E. (Jed) Kennedy, Stanley (Bill) W. Peters |

  182. Pay Versus Performance

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

  183. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | SCT Total | $6,461,620 | $9,374,480 | $7,835,495 | $7,764,615 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($4,674,000) | ($7,376,003) | ($6,340,000) | ($5,314,967) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $8,622,686 | $9,816,627 | $2,905,326 | $6,768,338 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $980,642 | $9,695,332 | ($13,258,089) | $3,366,155 |

  184. Pay Versus Performance

    | 56 | 2024 Proxy Statement |

  185. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $0 | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($2,973,864) | $1,664,011 | $565,661 | $696,428 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | $0 | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $8,417,084 | $23,174,447 | ($8,291,607) | $13,280,569 |

  186. Pay Versus Performance

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

  187. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | SCT Total | $1,706,722 | $2,345,015 | $3,060,984 | $2,498,754 | | Exclusion of Change in Pension Value | $0 | $0 | $0 | ($1,608) | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($968,563) | ($1,475,201) | ($2,257,040) | ($1,374,971) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,701,547 | $1,963,325 | $1,034,296 | $1,737,855 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $184,123 | $2,034,891 | ($2,739,248) | $882,023 | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $0 | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($531,358) | $308,866 | $108,685 | $158,552 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | $0 | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $2,092,471 | $5,176,896 | ($792,323) | $3,900,605 |

  188. Pay Versus Performance

    | (4) Pursuant to SEC rules, each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. The Peer Group referenced for purposes of TSR comparisons reflects the group of companies in the S&P 500 Health Care Equipment Index, which is the industry peer group as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2023. |

  189. Pay Versus Performance

    | 2024 Proxy Statement | 57 |

  190. Pay Versus Performance

    | (5) Adjusted diluted net earnings per share (“EPS”) is a financial measure that the Company believes is an important performance measure to link compensation actually paid to our PEO and non-PEO NEOs to the Company’s performance. Adjusted diluted net EPS is a non-GAAP measure. Refer to the “GAAP to Non-GAAP Reconciliations” section for the most directly comparable GAAP measure, GAAP diluted earnings (loss) per share. |

  191. Insurance for Directors and Officers

    Insurance for Directors and Officers The Company has entered into directors’ and officers’ insurance policies with Travelers Casualty and Surety Co. of America, XL Specialty Insurance Company, Illinois National Insurance Company (AIG), Argonaut Insurance Company / Fair American Insurance Company, Continental Casualty Company, Endurance Assurance Corporation, and Berkeley Insurance Company, covering the period from May 31, 2023 through May 31, 2024 at a total cost of $976,014, which covers directors and officers of the Company and its subsidiaries.

  192. Insurance for Directors and Officers

    | 2024 Proxy Statement | 61 |