DEF 14A of CONMED Corp, Apr 8, 2025

DEF 14A of CONMED Corp

Filed Apr 8, 2025 · FY20240001193125-25-075693

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 | | Patrick Beyer | 59 | 2025 | President and CEO and Director of the Company. Former positions held with the Company since 2014 include: Chief Operating Officer, President of International and Global Orthopedics, and President of CONMED International. | | David Bronson | 71 | 2015 | Former Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. As noted below, the Board of Directors has determined that Mr. Bronson is independent and is an audit committee financial expert. | | Brian P. Concannon | 67 | 2013 | Former President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE). As noted below, the Board of Directors has determined that Mr. Concannon is independent. | | LaVerne Council | 63 | 2019 | Chief Executive Officer of 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. As noted below, the Board of Directors has determined that Ms. Council is independent. | | Charles M. Farkas | 73 | 2014 | Advisory Partner at Bain & Company. Former Global Co-Head of Bain’s Healthcare Practice. As noted below, the Board of Directors has determined that Mr. Farkas is independent. | | Martha Goldberg Aronson | 57 | 2016 | Chair of the Board. 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 of Medtronic (NYSE: MDT); former Interim Chief Executive Officer of Beta Bionics, Inc. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent. | | Mark Kaye | 45 | 2025 | Executive Vice President and Chief Financial Officer of Elevance Health (“Elevance”) (NYSE: ELV). Former Executive Vice President and Chief Financial Officer of Moody’s Corporation (“Moody’s”); former Senior Vice President and Chief Financial Officer of Moody’s. As noted below, the Board of Directors has determined that Mr. Kaye is independent and is an audit committee financial expert. | | Barbara J. Schwarzentraub | 59 | 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. |

  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

    | 2025 Proxy Statement | 3 |

  5. PROPOSAL ONE: Election of Directors

    PROPOSAL ONE: Election of Directors John Workman will not be standing for reelection in 2025. The Board would like to thank him for his years of distinguished service to the Company. The Board has determined to fix the number of directors constituting the full Board at eight, as of the 2025 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. All 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 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 the 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, considering 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 the 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

    | 8 | 2025 Proxy Statement |

  7. PROPOSAL ONE: Election of Directors

    Director Nominees

  8. PROPOSAL ONE: Election of Directors

    | Patrick J. Beyer Age 59 Director since 2025 | Biographical Information: Mr. Beyer was promoted to the role of President and Chief Executive Officer and appointed to the Board of Directors in January 2025. Prior to this, Mr. Beyer was the Company’s Chief Operating Officer from April 2024 to December 2024, the President International and Global Orthopedics from October 2020 to April 2024, and President of CONMED International from December 2014 to October 2020. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company, from 2010 until the company was sold in 2014. 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 (NASDAQ: BVS), previously Misonix, where he is a member of the Audit Committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics and Western Michigan University with a Master of Business Administration in Finance. He also completed Harvard Business School’s Advanced Management Program. | | | Qualifications: Mr. Beyer’s qualifications for election to CONMED’s Board include his vital role as the Chief Executive Officer and President of the Company. He offers industry experience from global commercial, operational, and leadership perspectives. 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. | | David Bronson Age 71 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 in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science 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 substantial experience as a Chief Financial Officer generally, and specifically in the healthcare industry, as well as financial and accounting expertise acquired through prior positions. His exposure to, and familiarity with, healthcare services matters provide 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. |

  9. PROPOSAL ONE: Election of Directors

    | 2025 Proxy Statement | 9 |

  10. PROPOSAL ONE: Election of Directors

    | Brian P. Concannon Age 67 Director since 2013 Committees: • Compensation (Chair) • Strategy | Biographical Information: Mr. Concannon served as President and CEO and as a member of the Board of Directors 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 from 2007 to 2009. Prior to joining Haemonetics, Mr. Concannon was the President, Northeast Region, for Cardinal Health (NYSE: CAH) Medical Products and Services where he was employed from 1998 to 2003. Prior to this, 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 to December 2019. He was also a member of the Board of Directors of My Brother’s Keeper beginning in January 2010, serving as the Chair of the Board from September 2011 to December 2021, and served as a member of the Board of Aegle Health Partners from October 2021 to May 2023. Additionally, Mr. Concannon was appointed as the Civilian Aide to the Secretary of the Army for Massachusetts in 2017, in which he served until 2024. Mr. Concannon is a graduate of the United States Military Academy at 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 a 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. | | LaVerne Council Age 63 Director since 2019 Committees: • Compensation • Strategy | 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 to November 2019. She served as the Senior Vice President and General Manager for MITRE Corporation from 2017 to 2018 and as the Assistant Secretary for Information & Technology and Chief Information Officer for the United States Department of Veteran Affairs from 2015 to 2017. Ms. Council was the Chief Executive Officer of Council Advisory Services, LLC from 2012 to 2015 and served as the Corporate Vice President and Global Chief Information Officer for Johnson & Johnson from 2006 to 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. | | | 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. |

  11. PROPOSAL ONE: Election of Directors

    | 10 | 2025 Proxy Statement |

  12. PROPOSAL ONE: Election of Directors

    | Charles M. Farkas Age 73 Director since 2014 Committees: • Strategy (Chair) • Corporate Governance and Nominating | Biographical Information: Mr. Farkas has spent more than 40 years at Bain & Company. Mr. Farkas became an Advisory Partner of Bain & Company in July 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 also 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 from Princeton University and a Master of Business Administration from Harvard Business School. Mr. Farkas is currently on the Boards of the John A. Hartford Foundation, Medzown, Inc., Wellist, LLC, and United Bridge Partners. He also serves as Chair of the Board of Medicinal Genomics Corporation. Previously, Mr. Farkas served on the Harvard Medical School Board from 2005 to 2017. 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 more than 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. | | Martha Goldberg Aronson Chair of the Board Age 57 Director since 2016 Committees: • Corporate Governance and Nominating • Strategy | Biographical Information: Ms. Goldberg Aronson has served as Chair of the Board since October 2024, previously serving as Lead Independent Director from May 2020 to October 2024. Ms. Goldberg Aronson has managed 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 to 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 in Economics from Wellesley College, and a Master of 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 April 2023. Ms. Goldberg Aronson also served as a director of Beta Bionics, Inc. from February 2020 to October 2022, having served as interim Chief Executive Officer from February 2022 to August 2022. Ms. Goldberg Aronson joined the Board of Bright Uro, Inc. in April 2024 and the Board of OmCare Inc. in November 2024. 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. |

  13. PROPOSAL ONE: Election of Directors

    | 2025 Proxy Statement | 11 |

  14. PROPOSAL ONE: Election of Directors

    | Mark Kaye Age 45 Director since 2025 Committees: • Audit • Strategy | Biographical Information: Mr. Kaye has served as the Executive Vice President and Chief Financial Officer of Elevance Health (“Elevance”) since November 2023. Prior to joining Elevance, he served as the Executive Vice President and Chief Financial Officer of Moody’s Corporation (“Moody’s”) from April 2021 to September 2023, with responsibility for all global finance activities across the company and as Senior Vice President and Chief Financial Officer from August 2018 to April 2021. Prior to Moody’s, he served as Senior Vice President and Head of Financial Planning and Analysis at Massachusetts Mutual Life Insurance Company (“MassMutual”) from February 2016 until July 2018, and Chief Financial Officer of MassMutual U.S. since July 2015. Prior to that, Mr. Kaye served as Chief Financial Officer and Senior Vice President, Retirement Solutions, at Voya Financial (formerly ING U.S.) from 2011 to 2015, and Mr. Kaye previously held various senior financial and risk reporting positions at ING U.S. and ING Group. Prior to that, Mr. Kaye worked in the investment banking division of Credit Suisse First Boston. Mr. Kaye has served as a Director on the Board of BCS Financial Corporation since May 2024. Mr. Kaye holds a Bachelor’s in Actuarial Science and Statistics from the University of Pennsylvania and a Master of Business Administration in Finance from The Wharton School at the University of Pennsylvania. | | | Qualifications: Mr. Kaye’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry, as well as his financial and accounting expertise acquired through his prior positions. His exposure to, and familiarity with, healthcare services matters provide an important perspective to the Board. Over the last five years, he has held senior roles overseeing strategic planning, operational efficiencies, and organizational growth initiatives. This background, combined with a strong emphasis on corporate governance, risk management, and financial oversight, equips him with the skills and insights needed to guide the Company’s future direction. He has the ability and willingness to serve on the Board, and he is an excellent fit to work collaboratively with the other directors. | | Barbara J. Schwarzentraub Age 59 Director since 2019 Committees: • Audit (Chair) | Biographical Information: Ms. Schwarzentraub held various roles at Caterpillar, Inc. (NYSE: CAT) from 1990 to 2020. Most recently, she was the Director and Divisional Chief Financial Officer for their Global Information Services Division from 2017 to 2020. Prior to this, she held roles including Director of Caterpillar’s Global Component Manufacturing and Supply Chain, Vice President of Caterpillar Logistics Services Inc., Director of Caterpillar’s Parts Distribution, and Director of Global Finance Transformation. Prior to these roles, Ms. Schwarzentraub held several 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 global experience in information technology and supply chain management, leading large organizations, and finance and accounting. 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. |

  15. PROPOSAL ONE: Election of Directors

    The Board of Directors has determined that Messrs. Bronson, Concannon, Farkas, and Kaye 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

    | 12 | 2025 Proxy Statement |

  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 as to the size of the Board that the Committee believes to be desirable and in the best interest of stockholders. In October 2024, CONMED shared Curt R. Hartman’s plans to retire as President and Chief Executive Officer (CEO) of the Company. As part of the Board’s ongoing and active succession planning process, the Board conducted an extensive review, taking into consideration the Company’s current and long-term strategic needs to continue sustainable value creation for our stockholders. As a result of this thorough and involved review, the Board appointed Patrick (Pat) J. Beyer to the role of President and CEO of the Company and as a non-independent Director, effective January 1, 2025. Additionally, following nearly ten years of service, John L. Workman informed the Board that he does not intend to stand for reelection at the May 2025 Annual Meeting of Stockholders. The Corporate Governance and Nominating Committee led the Board through a comprehensive process to select a new independent director. The process, further detailed below, included a thorough review of the current skills, experiences, and perspectives present on the board, and desired attributes that would best serve CONMED’s long-term sustainable growth. The Corporate Governance and Nominating Committee retained a search firm to identify a wide range of candidates with specific skills and experiences identified as a focus. As a result of this process, the Board welcomed Mark Kaye as a new director in February 2025. Mark brings deep financial and accounting expertise, and a skill set including corporate governance and risk management within the healthcare industry. Both Pat and Mark’s fresh perspectives and backgrounds are a welcome addition to the board. Although the Corporate Governance and Nominating 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. 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. As a result of the Board’s thoughtful approach to board composition, including its commitment to refreshment, we are pleased to present eight highly qualified nominees who provide the Board with a well-rounded variety of skills and experience, 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.

  24. PROPOSAL ONE: Election of Directors

    | 2025 Proxy Statement | 13 |

  25. PROPOSAL ONE: Election of Directors

    The Corporate Governance and Nominating Committee will also consider any nominees submitted to the Company by stockholders wishing to propose nominees for election as directors at the 2025 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. Submitted by the Corporate Governance and Nominating Committee,

  26. PROPOSAL ONE: Election of Directors

    | David Bronson (Chair) | Charles Farkas | | Martha Goldberg Aronson | |

  27. PROPOSAL ONE: Election of Directors

    | 14 | 2025 Proxy Statement |

  28. PROPOSAL ONE: Election of Directors

    Skills Matrix 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:

  29. PROPOSAL ONE: Election of Directors

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

  30. PROPOSAL ONE: Election of Directors

    | Gender of Nominees | Age of Nominees | Tenure of Nominees | | | Average Age 62 years | |

  31. PROPOSAL ONE: Election of Directors

    | 2025 Proxy Statement | 15 |

  32. 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 allow 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. Under the director term limit policy, independent directors appointed prior to December 2024 are expected to offer not to stand for reelection upon having completed 12 years of service as a director. Independent directors appointed December 2024 or later are expected to resign upon having completed 12 years of service as a director. 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 interest of the Company. In addition to regularly refreshing the composition of the Board of Directors, whose current average tenure is approximately seven 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. 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 may hold individual meetings with members of the senior management team. Directors also have opportunities for continuing education. In 2024, the Board engaged subject matter experts from third parties to facilitate sessions on effective board management and participation, director obligations, independence, and oversight, and an overview of global MedTech markets. 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.

  33. PROPOSAL ONE: Election of Directors

    | 16 | 2025 Proxy Statement |

  34. 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 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:

  35. 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 |

  36. PROPOSAL ONE: Election of Directors

    In 2024, our Board engaged an independent third-party advisor (the “independent facilitator”) to facilitate the annual self-assessment of the Board, its committees and its individual directors. Directors participated in this process through responses to a written self-assessment and individual discussions with the independent facilitator. The independent facilitator then presented a summary of the self-assessment findings to the full Board and individualized feedback to each director. The Board determined actions to be taken in response to the feedback, and the Lead Independent Director and the Corporate Governance and Nominating Committee worked with management to implement responsive actions. 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 are independent, including the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee. The independent members of the Board meet regularly in executive sessions without management. During most of 2024, the Board maintained a joint Chair and Chief Executive Officer, and a separate Lead Independent Director. When Mr. Hartman announced his planned retirement, the Board reviewed its leadership structure in connection with its succession planning activities. The Board ultimately decided to separate the roles of Chair of the Board of Directors and Chief Executive Officer, effective October 31, 2024, and elected Ms. Goldberg Aronson, the former Lead Independent Director, as the Chair of the Board. The Board believes that this leadership structure is the most appropriate for the Company and its stockholders at this time given that it promotes active participation of the independent directors and serves to strengthen the

  37. PROPOSAL ONE: Election of Directors

    | 2025 Proxy Statement | 17 |

  38. PROPOSAL ONE: Election of Directors

    role of the Board in fulfilling its oversight responsibility while recognizing the day-to-day management direction provided by the Chief Executive Officer. Ms. Goldberg Aronson has served as a member of the Board since February 2016 and as Lead Independent Director from May 21, 2020 through October 31, 2024, when she was elected Chair of the Board. Ms. Goldberg Aronson’s deep knowledge of the Company and her significant board leadership and senior executive management experience is valuable to the Board in her role as Chair. The Corporate Governance and Nominating Committee believes that Ms. Goldberg Aronson is highly qualified to serve as our Chair and that she provides strong leadership of the Board and the independent directors and diligently fulfills her duties as Chair. The Board does not have a specific policy with respect to separating or combining the roles of Chair and Chief Executive Officer, or whether the Chair should be an employee or non-employee director. The Board will continue to review its leadership structure considering corporate governance standards, market practices and the Company’s specific needs and circumstances. If it is decided in the future to combine the roles of Chair and Chief Executive Officer, a majority of the independent members of the Board may elect from among the independent members of the Board a Lead Independent Director.

  39. PROPOSAL ONE: Election of Directors

    | Chair Duties | | Prepares the agenda for meetings of the Board of Directors | | Establishes the schedule for Board and Committee meetings considering the quarterly reporting obligations, investor conferences and meetings, and conflicting scheduling demands | | Provides leadership for the Board of Directors during the meetings by presiding over the meetings, and for communications among directors between meetings | | If independent, the Chair will preside at the executive sessions of the independent directors, and will convey any communications from the independent directors to the CEO | | Establishes the priorities for the Board of Directors | | Guides the Board’s annual assessment of the CEO | | Is available, as needed, to meet with stockholders |

  40. 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 on any material changes during the year as they arise. Executive management completes the following actions to create the enterprise risk management assessment:

  41. PROPOSAL ONE: Election of Directors

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

  42. 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; |

  43. PROPOSAL ONE: Election of Directors

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

  44. PROPOSAL ONE: Election of Directors

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

  45. 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. |

  46. PROPOSAL ONE: Election of Directors

    | 18 | 2025 Proxy Statement |

  47. 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/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:

  48. 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) | • | | | | |

  49. PROPOSAL ONE: Election of Directors

    Meetings of the Board of Directors During 2024, the full Board of Directors met eight times in person or by telephone conference. Each director attended or participated in all board meetings. Directors are expected to attend our annual stockholder meetings. All nominees serving on our Board at the time of the 2024 annual meeting were present for the meeting.

  50. PROPOSAL ONE: Election of Directors

    | 2025 Proxy Statement | 19 |

  51. 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:

  52. PROPOSAL ONE: Election of Directors

    | Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | Strategy Committee | | Barbara Schwarzentraub, Chair | Brian Concannon, Chair | David Bronson, Chair | Charles Farkas, Chair | | David Bronson | LaVerne Council | Charles Farkas | Brian Concannon | | Mark Kaye | John Workman | Martha Goldberg Aronson | LaVerne Council | | John Workman | | | Martha Goldberg Aronson | | | | | Mark Kaye |

  53. 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 a 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 last 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 program as compared to peer company market data (peer company selection methodology discussed on pages 34-35), the Compensation Committee recommended to the Board, and the Board approved, the non-employee director cash and equity retainers, the Compensation Committee Chair retainer, Corporate Governance and Nominating Committee Chair retainer, and Membership retainer set forth below, which took effect for non-employee director compensation earned after January 1, 2024, as noted in the Non-Employee Director Compensation table below. Cash Compensation Paid to Non-Employee Directors For 2024, the Director Cash Compensation is described below:

  54. Non-Employee Director Compensation

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

  55. Non-Employee Director Compensation

    Equity Compensation Awarded to Non-Employee Directors In 2024, each non-employee director received a grant of approximately $185,000 (using a Black Scholes valuation as of June 3, 2024) comprised of 5,503 stock options and 479 restricted stock units (“RSUs”), which, in each case, will vest on June 3, 2025. The 2024 equity awards were granted from the Amended and Restated 2020 Non-Employee Director Equity Compensation Plan. The target value of equity awards granted to each non-employee director will remain consistent in 2025 with no change to the pay mix (with 20% of such value granted in RSUs and the remaining 80% granted in stock options).

  56. Non-Employee Director Compensation

    | 2025 Proxy Statement | 23 |

  57. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table

  58. 2024 Non-Employee Director Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Other Compensation ($) | Total ($) | | David Bronson | $145,000 | $36,969 | $147,976 | — | $329,945 | | Brian P. Concannon | $134,821 | $36,969 | $147,976 | — | $319,766 | | LaVerne Council | $91,877 | $36,969 | $147,976 | — | $276,822 | | Charles M. Farkas | $85,448 | $36,969 | $147,976 | — | $270,393 | | Martha Goldberg Aronson | $173,127 | $36,969 | $147,976 | — | $358,072 | | Jerome J. Lande | $36,831 | — | — | — | $36,831 | | Barbara J. Schwarzentraub | $159,500 | $36,969 | $147,976 | — | $344,445 | | Dr. John L. Workman | $93,284 | $36,969 | $147,976 | — | $278,229 |

  59. 2024 Non-Employee Director Compensation Table

    | (1) Cash fees paid to the non-employee directors may not match the amounts listed in the “Cash Compensation Paid to Non-Employee Directors” table above due to changes in the committee assignments during 2024 and Independent Special Committee service. The fees earned or paid in cash with respect to Mr. Lande include amounts paid directly to Scopia Capital Management LP (“Scopia”). For Ms. Goldberg Aronson, Ms. Schwarzentraub, Mr. Concannon and Mr. Bronson, these amounts include additional fees earned for membership on the Board’s ad hoc Independent Special Committee formed in connection with the Department of Justice voluntary disclosure process, which was concluded in June 2024 and its work was transferred to the Audit Committee. The Special Committee received a monthly payment of $7,000 for the Chair and $5,000 for members. |

  60. 2024 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. Mr. Lande did not stand for reelection in 2024 and was not granted RSUs or stock options during 2024. 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 2024 Annual Report on Form 10-K (available at https://www.conmed.com/en/investor-relations). |

  61. 2024 Non-Employee Director Compensation Table

    Below is a summary of the stock options, stock appreciation rights (“SARs”), and RSUs outstanding for non-employee Directors as of December 31, 2024.

  62. 2024 Non-Employee Director Compensation Table

    | Name | Stock Option & SAR Awards Outstanding (#) | Stock Awards Outstanding (#) | | David Bronson | 29,269 | 479 | | Brian P. Concannon | 21,712 | 479 | | LaVerne Council | 15,477 | 479 | | Charles M. Farkas | 29,269 | 479 | | Martha Goldberg Aronson | 28,269 | 479 | | Jerome J. Lande | 12,152 | — | | Barbara J. Schwarzentraub | 14,162 | 479 | | Dr. John L. Workman | 29,269 | 479 |

  63. 2024 Non-Employee Director Compensation Table

    Director Stock Ownership Requirements and Policy Prohibiting Hedging and Pledging of Company Stock In order to give the non-employee directors a direct stake in the Company’s future and to directly align their interests with those long-term interests of the stockholders, the Company maintains 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 are 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 required 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/why-conmed/esg/corporate-governance). All of our non-employee directors were in compliance with these guidelines as assessed as of December 31, 2024.

  64. 2024 Non-Employee Director Compensation Table

    | 24 | 2025 Proxy Statement |

  65. 2024 Non-Employee Director Compensation Table

    The Company prohibits the non-employee 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 of our non-employee directors were in compliance with these guidelines as assessed as of December 31, 2024.

  66. 2024 Non-Employee Director Compensation Table

    | 2025 Proxy Statement | 25 |

  67. 2024 Non-Employee Director Compensation Table

    Executive Officers

  68. 2024 Non-Employee Director Compensation Table

    | Patrick J. Beyer President and CEO Age 59 | Mr. Beyer was promoted to the role of President and Chief Executive Officer and appointed to the Board of Directors in January 2025. Prior to this, Mr. Beyer was the Company’s Chief Operating Officer from April 2024 to December 2024, the President of International and Global Orthopedics from October 2020 to April 2024, and President of CONMED International from December 2014 to October 2020. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company, from 2010 until the company was sold in 2014. 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 (NASDAQ: BVS) previously Misonix, where he is a member of the Audit Committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics and Western Michigan University with a Master of Business Administration in Finance. He also completed Harvard Business School’s Advanced Management Program. |

  69. 2024 Non-Employee Director Compensation Table

    | Edward Clifford Vice President, Global Manufacturing Age 49 | Mr. Clifford joined the Company in July 2023 as Vice President of Global Manufacturing. Prior to joining the Company, Mr. Clifford served as the Executive Director Supply Chain for 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 of Service, Global Process Owner. Prior to this, Mr. Clifford worked at Eaton (NYSE: ETN) from 2000 to 2008, most recently as a Commodity Manager. Mr. Clifford earned his Bachelor of Science in Mechanical Engineering with a minor in mathematics from Western Michigan University. |

  70. 2024 Non-Employee Director Compensation Table

    | Stephan Epinette Vice President and General Manager, International Age 53 | Mr. Epinette was promoted to Vice President and General Manager, International in October 2020. He joined the Company October in 2015 as Vice President and General Manager EMEA (Europe, Middle East, Africa). Prior to joining CONMED, Mr. Epinette served as Senior Vice President International Commercial Operations at Tornier from 2008 to 2015. Prior to this, he held various leadership roles at Stryker Corporation (NYSE: SYK), where he contributed to the MedSurg and Orthopaedic divisions in France, the United States, and Switzerland from 1993 to December 2008. Mr. Epinette holds a Master’s Degree in Health Economics from Sciences Po, Paris, a Master’s Degree in International Business from Paris University XII, and a Bachelor of Arts from EBMS Barcelona. Additionally, he has completed executive courses in Finance and Marketing at INSEAD. |

  71. 2024 Non-Employee Director Compensation Table

    | John Ferrell Executive Vice President, Human Resources Age 57 | 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 worked for Stryker Corporation (NYSE: SYK) from 1994 to 2015, where he was Vice President, Human Resources, for the Orthopedics Group from 2012 to 2015, after previously serving as 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 in Psychology from Oakland University, and a Master of Arts in Labor and Industrial Relations from Michigan State University. |

  72. 2024 Non-Employee Director Compensation Table

    | 26 | 2025 Proxy Statement |

  73. 2024 Non-Employee Director Compensation Table

    | Hollie Foust Executive Vice President, General Counsel and Corporate Secretary Age 50 | Ms. Foust joined the Company in November 2024 as Executive Vice President, General Counsel and Corporate Secretary. Prior to joining the Company, Ms. Foust held the role of Senior Vice President, Deputy General Counsel at Cardinal Health (NYSE: CAH) since 2021. Prior to this role, Ms. Foust held several roles across legal and compliance with increasing responsibility at Cardinal Health since 2009. Before Cardinal Health, Ms. Foust held various legal roles supporting the U.S. and International nutrition business of Abbott Laboratories (NYSE: ABT). Ms. Foust started her career in private practice at Bailey Cavalieri, LLC, where she focused on banking and financing transactions. She received her undergraduate degree and law degree from The Ohio State University. |

  74. 2024 Non-Employee Director Compensation Table

    | Todd W. Garner Executive Vice President, Finance and Chief Financial Officer Age 56 | Mr. Garner joined the Company as Executive Vice President and Chief Financial Officer in January 2018. Prior to joining CONMED, he was Vice President Investor Relations at C.R. Bard, Inc. from 2011 to December 2017. Mr. Garner’s previous positions at C.R. Bard, Inc. included Vice President, Controller (Division Chief Financial Officer) for its Medical division from 2007 to 2011, Director of Financial Reporting from 2005 to 2007, and Controller of the Reynosa Operations from 2003 to 2005. Before working at C.R. Bard, Inc., Mr. Garner was the acting Chief Financial Officer and Controller at Echopass Corporation (now 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 at Arthur Andersen LLP, where he was a senior auditor from 1992 to 1995. Mr. Garner holds a Master of Business Administration from the University of Texas – Rio Grande Valley, and a Bachelor of Science in Accounting from Brigham Young University. Mr. Garner is also a Certified Public Accountant. |

  75. 2024 Non-Employee Director Compensation Table

    | Richard Glaze Chief Information Officer Age 59 | Mr. Glaze joined the Company as Chief Information Officer in November 2023. Prior to joining CONMED, he was IT Vice President, North America at Teva Pharmaceuticals (NYSE: TEVA) from August 2020 to November 2023. Prior to working at Teva Pharmaceuticals, Mr. Glaze was the IT Vice President, North America for SUN Pharmaceuticals (NSE: SUNPHARMA) from 2016 to 2020, IT Vice President at Ikaria (now Mallinckrodt Pharmaceuticals, NYSE: MNK) from 2013 to 2016, Sr. IT Director at Hospira (now Pfizer, NYSE: PFE) from 2010 to 2013, and held various positions at Johnson and Johnson (NYSE: JNJ) from 2002 to 2010. Mr. Glaze began his career in consulting, working at Andersen Consulting (now Accenture), Price Waterhouse Coopers, IBM, and KPMG Consulting (now BearingPoint) from 1991 to 2002. Mr. Glaze holds a Master of Business Administration from the Stern School of Business at New York University and a Bachelor of Science from Princeton University. |

  76. 2024 Non-Employee Director Compensation Table

    | Brent Lalomia Executive Vice President, Regulatory Affairs, Quality Assurance, Clinical Affairs, and Commercial Operations Age 50 | Mr. Lalomia was promoted to the role of Executive Vice President, Regulatory Affairs, Quality Assurance, Clinical Affairs, and Commercial Operations in March 2025. Prior to this, he assumed the role of Vice President, Quality Assurance, Regulatory Affairs, Customer Experience, and Logistics in May 2023. Prior to this, Mr. Lalomia joined CONMED as the Vice President, Quality Assurance and Regulatory Affairs in 2019. Prior to joining the Company, Mr. Lalomia worked for 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 in Mechanical Engineering from Western Michigan University. |

  77. 2024 Non-Employee Director Compensation Table

    | 2025 Proxy Statement | 27 |

  78. 2024 Non-Employee Director Compensation Table

    | Andrew Moller Vice President, Corporate Controller Age 50 | Mr. Moller joined CONMED as Vice President, Corporate Controller in February 2025. Prior to joining the Company, he was employed by Smith & Nephew from May 2019 to December 2024, where he most recently served as Global Controller and CFO Asia-Pacific. Prior to Smith & Nephew, Mr. Moller held various finance and audit positions at Stanley Black & Decker, Inc. and Coca-Cola Company. Prior to this, he was an auditor with Ernst & Young LLP. Mr. Moller is a Certified Public Accountant and graduated with a Bachelor of Science in Business Administration from the College of Charleston and a Master of International Business Studies from the University of South Carolina. |

  79. 2024 Non-Employee Director Compensation Table

    | Johonna Pelletier Treasurer and Vice President, Tax Age 52 | Ms. Pelletier was promoted to Treasurer and Vice President, Tax in April 2015. She joined the Company in 2005 in the role of Tax Director. Prior to joining the Company, she worked for PricewaterhouseCoopers, where she most recently served as a Tax Senior Manager. Ms. Pelletier is a Certified Public Accountant and graduated with a Bachelor of Science in Accounting from Le Moyne College. |

  80. 2024 Non-Employee Director Compensation Table

    | Peter K. Shagory Executive Vice President, Strategy and Corporate Development Age 56 | 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 in Finance from Miami University in Oxford, Ohio. |

  81. 2024 Non-Employee Director Compensation Table

    | 28 | 2025 Proxy Statement |

  82. Compensation Philosophy in Action

    | Compensation Philosophy Principle | How our compensation program supports this principle | | Appropriately balance growth and risk. | • Our equity awards have specific holding and retention requirements for senior executives (including all our NEOs), which discourage excessive risk taking by keeping long-term compensation aligned with our share price performance even after it is earned. • The Compensation Committee and Board retain discretion to adjust compensation for quality of performance and lack of adherence to Company values. |

  83. 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 compensation consultant | | ✔ Compensation Committee regularly meets in executive session without management present | | ✔ Annual risk assessment of the compensation programs | | ✔ 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 SEC and NYSE 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 permit repricing of underwater stock options without stockholder approval | | ✘ We do not provide executive perquisites other than for 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 |

  84. 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 base salary range from 60% to 110%. | A significant portion of target total direct compensation ranging from 74% for the former CEO, Mr. Hartman, to an average of 65% for the other NEOs, consists of equity compensation vesting over 3, 4, or 5 years. The 2024 equity awards granted to the former CEO, Mr. Hartman, 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. For 2025, Mr. Beyer’s equity award will be comprised of 50% PSUs and 50% stock options consistent with the equity mix for the former CEO. | |

  85. Inclusion of PSUs in long-term incentive compensation opportunity

    Inclusion of PSUs in long-term incentive compensation opportunity We believe that an equity program that features a heavy weighting of stock options appropriately attracts, retains, and rewards our executives. We believe 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 and 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.

  86. Inclusion of PSUs in long-term incentive compensation opportunity

    | 2025 Proxy Statement | 33 |

  87. Inclusion of PSUs in long-term incentive compensation opportunity

    As disclosed in the Company’s 2023 Proxy Statement, in 2023, we began including a component of PSUs in the mix of the annual executive equity. By continuing to include PSUs in our equity mix, we believe we have introduced another element that strongly aligns pay with performance by assessing the Company’s performance as compared to an identified market comparator group. For further description of this added feature of our program, please refer to the “2024 Equity Compensation” section below.

  88. Inclusion of Operating Cash Flow in Bonus Plan

    Inclusion of Operating Cash Flow in Bonus Plan For 2024, we introduced Operating Cash Flow into our Executive Bonus Plan (replacing the Free Cash Flow goal used in 2023) to drive further focus on inventory management and other working capital management.

  89. 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 reasonable and appropriate. As our Company evolves, we continue to revisit and refine this peer group as needed. To select peers for 2024, we worked with Compensia to consider companies that generally fit within the following criteria:

  90. Compensation Setting Process

    Our peer group for 2024 is the same as 2023, with the exception of the removal of Nevro and NuVasive. Nevro and NuVasive were removed from the peer group as they fell outside of the above Market Capitalization and Headcount criteria. Enovis and Teleflex were added based on the aforementioned criteria and financial fit. Key Compensation Decisions

  91. 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 our 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, Human Resources, in reviewing and approving the base salaries of the executives (other than the CEO, and with the Executive Vice President, Human Resources not participating in the Compensation Committee discussions relative to his own compensation). In 2024, with the change of roles, our current Executive Vice President, Human Resources, maintains no involvement in Compensation Committee discussions related to his own compensation. In making compensation 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 proxy statements of the peer group 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 determining executive compensation for 2024, consistent with 2023, the Compensation Committee continued to seek advice and input from Compensia. They also reviewed recommendations from the CEO and the Executive Vice President, Human Resources regarding the performance and compensation of the other executive officers. The Board of Directors, based on the Compensation Committee’s recommendation, reviews and approves the CEO’s compensation. Since 2022, the Company has 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.

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

    | 2025 Proxy Statement | 35 |

  93. 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 2024, 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 outweighs 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 executives. Among the design features that mitigate the likelihood of excessive risk-taking are:

  94. Risk Assessment

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

  95. Risk Assessment

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

  96. 2024 Executive Bonus Plan

    2024 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 executive officers, including our NEOs. The 2024 annual incentive plan for our CEO, other NEOs and all other officers elected by the Board was based on financial, strategic and operational goals. For the NEOs, annual target bonus opportunities and performance metrics, as recommended by the CEO and Executive Vice President, HR, and approved by the Compensation Committee 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.

  97. Executive Bonus Plan Performance Goals for 2024

    Executive Bonus Plan Performance Goals for 2024 The Executive Bonus Plan performance metrics and related goals for 2024 were initially selected and established by the Compensation Committee and approved by the full Board in February 2024, as described below. The bonus payments were conditioned upon the achievement of certain threshold performance levels 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 base salary as of December 31, 2024) 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 maximum performance levels for each performance metric were as follows:

  98. Executive Bonus Plan Performance Goals for 2024

    | | Threshold | Target | Maximum | | Patrick J. Beyer | | | | | Net Sales (FX Adjusted) | 5.60% | 28.00% | 56.00% | | Adjusted Diluted Net EPS | 8.00% | 40.00% | 80.00% | | Operating Cash Flow | 2.40% | 12.00% | 24.00% | | Total | 16.00% | 80.00% | 160.00% | | Todd W. Garner | | | | | Net Sales (FX Adjusted) | 5.60% | 28.00% | 56.00% | | Adjusted Diluted Net EPS | 8.00% | 40.00% | 80.00% | | Operating Cash Flow | 2.40% | 12.00% | 24.00% | | Total | 16.00% | 80.00% | 160.00% | | Peter Shagory | | | | | Net Sales (FX Adjusted) | 5.20% | 26.00% | 52.00% | | Adjusted Diluted Net EPS | 6.50% | 32.50% | 65.00% | | Operating Cash Flow | 1.30% | 6.50% | 13.00% | | Total | 13.00% | 65.00% | 130.00% | | Brent Lalomia | | | | | Net Sales (FX Adjusted) | 3.60% | 18.00% | 36.00% | | Adjusted Diluted Net EPS | 4.80% | 24.00% | 48.00% | | Operating Cash Flow | 0.60% | 3.00% | 6.00% | | RAQA Compliance(1) | 1.80% | 9.00% | 18.00% | | Ops Distribution(2) | 1.20% | 6.00% | 12.00% | | Total | 12.00% | 60.00% | 120.00% | | Curt R. Hartman | | | | | Net Sales (FX Adjusted) | 7.70% | 38.50% | 77.00% | | Adjusted Diluted Net EPS | 11.00% | 55.00% | 110.00% | | Operating Cash Flow | 3.30% | 16.50% | 33.00% | | Total | 22.00% | 110.00% | 220.00% |

  99. Executive Bonus Plan Performance Goals for 2024

    | 38 | 2025 Proxy Statement |

  100. Executive Bonus Plan Performance Goals for 2024

    | | Threshold | Target | Maximum | | Heather L. Cohen | | | | | Net Sales (FX Adjusted) | 5.20% | 26.00% | 52.00% | | Adjusted Diluted Net EPS | 6.50% | 32.50% | 65.00% | | Operating Cash Flow | 1.30% | 6.50% | 13.00% | | Total | 13.00% | 65.00% | 130.00% |

  101. Executive Bonus Plan Performance Goals for 2024

    | (1) RAQA Compliance measures effectiveness and compliance of ConMed’s quality management system. |

  102. Executive Bonus Plan Performance Goals for 2024

    | (2) Ops Distribution measures effectiveness and financial efficiency of distribution operations. |

  103. Executive Bonus Plan Performance Goals for 2024

    | (3) Mr. Peters has been removed from this table as he was not considered serving as an executive officer at the end of the fiscal year as he was not an active employee as of December 31, 2024 and was therefore not eligible for the executive bonus plan. Ms. Cohen remained eligible for a prorated bonus based on her period of service during 2024 as Executive Vice President and Chief Human Resources and Legal Officer, as she remained in her Special Advisor role through December 31, 2024. |

  104. Executive Bonus Plan Performance Goals for 2024

    Adjusted Diluted Net EPS (“Adjusted EPS”) for these purposes was adjusted for items such as amortization of intangible assets, amortization of deferred financing fees, 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 under 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 Adjusted EPS performance is shown on page 94. The Compensation Committee structured this scale to incentivize our executives with challenging targets based upon the Company’s internal goals and guidance to investors.

  105. 2024 Actual Performance Results and Bonus Payouts

    2024 Actual Performance Results and Bonus Payouts For 2024, the Company achieved the following results:

  106. 2024 Actual Performance Results and Bonus Payouts

    | Goal | Threshold | Target | Maximum | Actual Result | Associated Payout Percent | | Net Sales (FX Adjusted)* | $1,227.8 | $1,364.3 | $1,637.1 | $1,314.6 | 81.8% | | Adjusted Diluted Net EPS* | $3.91 | $4.34 | $5.21 | $4.17 | 80.5% | | Operating Cash Flow | $152.3 | $169.2 | $203.0 | $167.0 | 93.4% |

  107. 2024 Actual Performance Results and Bonus Payouts

    Net Sales (FX Adjusted) and Operating 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 growth from 2023. Free Cash Flow was introduced in 2023 and adjusted to Operating Cash Flow in 2024.

  108. 2024 Actual Performance Results and Bonus Payouts

    | * Refer to the “GAAP to Non-GAAP Reconciliations” section for the most directly comparable GAAP measure, GAAP net sales and GAAP diluted earnings per share. |

  109. 2024 Actual Performance Results and Bonus Payouts

    Applying these results, bonuses were earned as follows:

  110. 2024 Actual Performance Results and Bonus Payouts

    | Name | Bonus Target (as % of Base Salary | Net Sales (FX Adjusted) Achieved | Adjusted EPS Performance Achieved | Operating Cash Flow | Commercial Goals (3) | FY 2024 Actual Performance Achieved (as % of target bonus) | FY 2024 Earned Bonus (as % of YE base salary) | FY 2024 Earned Bonus ($) | | Patrick J. Beyer(1) | 80% | 81.8% | 80.5% | 93.4% | n/a | 82.9% | 66.3% | $398,343 | | Todd W. Garner | 80% | 81.8% | 80.5% | 93.4% | n/a | 82.9% | 66.3% | $397,872 | | Peter Shagory | 65% | 81.8% | 80.5% | 93.4% | n/a | 82.3% | 53.5% | $198,236 | | Brent Lalomia | 60% | 81.8% | 80.5% | 93.4% | 118% | 90.9% | 54.6% | $175,093 | | Curt R. Hartman | 110% | 81.8% | 80.5% | 93.4% | n/a | 82.9% | 91.2% | $882,613 | | Heather L. Cohen(2) | 65% | 81.8% | 80.5% | 93.4% | n/a | 82.3% | 53.5% | $69,751 |

  111. 2024 Actual Performance Results and Bonus Payouts

    | 2025 Proxy Statement | 39 |

  112. 2024 Actual Performance Results and Bonus 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 £0.7961 to U.S. $1.00, which was the spot rate as of December 31, 2024. Effective as of the start of his service as President and CEO of the Company on January 1, 2025, Mr. Beyer’s target award opportunity under the Executive Bonus Plan will be 100% of base salary. |

  113. 2024 Actual Performance Results and Bonus Payouts

    | (2) Ms. Cohen’s FY 2024 Earned Bonus amount was prorated based on her period of service during 2024 as Executive Vice President and Chief Human Resources and Legal Officer. Ms. Cohen was not eligible to receive any bonus based on her service as Special Advisor, which service commenced effective as of April 20, 2024. |

  114. 2024 Actual Performance Results and Bonus Payouts

    | (3) Represents functional goals in RAQA including Substantial Compliance and Operations Distribution. Substantial Compliance measures effectiveness and compliance of ConMed’s quality management system. Operations Distribution measures effectiveness and financial efficiency of distribution operations. |

  115. 2024 Equity Compensation

    2024 Equity Compensation Equity compensation is a critical element of our executive compensation program to attract, motivate and retain exceptional executive talent who lead with an entrepreneurial mindset. Equity awards are granted to our executive officers, including our NEOs, 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, Human Resources. Additionally, the Compensation Committee reviews the expense and the annual and aggregate dilutive impact of our equity awards. Future awards will be granted under our 2025 Long-Term Incentive Plan, subject to the approval of our stockholders as explained in Proposal 3. For 2024, our executive equity awards were granted in the form of stock options and PSUs. In the case of Mr. Hartman, the value mix granted in 2024 was 50% stock options and 50% in PSUs. For the other executive officers, the value mix awarded was 75% stock options and 25% PSUs. The Compensation Committee believes that these awards will deliver meaningful stability in executive leadership, which is advantageous to the Company’s continued growth. In the event of a change in control of the Company, these equity awards are subject to “double-trigger” vesting on a termination of the NEO’s employment by the Company other than for “cause” or by the NEO for “good reason” (each as defined in the applicable award agreement) within two years following the change in control (as defined in the applicable award agreement). In determining the appropriate level of equity awards for 2024, the Compensation Committee took into consideration the long-term incentive market rate (50th percentile) along with a variety of other factors, including the number of awards outstanding and shares remaining available for issuance under the Company’s equity incentive plan, the number of shares that would be issued under contemplated awards over the range of potential performance achievement, the total number of the Company’s outstanding shares, the resulting implications for stockholder dilution, the number of shares granted to our executives year-over-year, the Company’s performance, the competitive talent market, and the individual and collective performance of the executive team. Once the equity award values were established, the number of PSUs and stock options granted was determined based on the value on the grant date. Annual equity award recommendations are generally presented to the Compensation Committee for review and approval in February of each year. Off-cycle awards may be considered in special circumstances, which may include hiring, retention or acquisition transactions. Any small differences between the Targeted Grant Value and the value reported in the 2024 Summary Compensation Table on page 46 are due to rounding based on the actual fair value of the stock options and PSUs on the grant date as determined for financial reporting purposes. The targeted equity grant value for each NEO for 2024 was established as follows:

  116. 2024 Equity Compensation

    | NEO | Target Grant Value | Stock Options | PSUs | | Patrick J. Beyer(1) | $2,000,000 | 44,677 | 4,208 | | Todd W. Garner(2) | $2,000,000 | 44,677 | 4,208 | | Peter Shagory | $850,000 | 18,988 | 1,789 | | Brent Lalomia | $850,000 | 18,988 | 1,789 | | Curt R. Hartman(3) | $5,315,000 | 79,154 | 22,368 | | Stanley (Bill) W. Peters | $1,500,000 | 33,508 | 3,156 | | Heather L. Cohen | $1,500,000 | 33,508 | 3,156 |

  117. 2024 Equity Compensation

    | (1) Mr. Beyer received a one-time equity award on April 24, 2024, with a target grant value of $800,000 in connection with his promotion to Chief Operating Officer. The grant value was split 75% in options and 25% in performance share units, equating to 1,925 PSUs and 20,060 options, which are not reflected in the table above. |

  118. 2024 Equity Compensation

    | (2) Mr. Garner was granted 22,727 RSUs on November 1, 2024 as indicated below in the 2024 Grants of Plan-Based Awards Table. |

  119. 2024 Equity Compensation

    | 40 | 2025 Proxy Statement |

  120. 2024 Equity Compensation

    | (3) Subject to Mr. Hartman’s continued service through the expiration of his advisory period, as discussed elsewhere in this proxy statement, equity awards previously granted to Mr. Hartman will vest in accordance with the vesting schedules established in the original equity awards through the termination his service relationship with the Company at the expiration of the advisory period. Any equity awards with vesting dates scheduled to occur after such date will be cancelled and forfeited. |

  121. 2024 Equity Compensation

    As noted above, a portion of the long-term incentive compensation opportunities granted to our executive officers, including our NEOs, in 2024 consisted of PSUs with a three-year performance period. 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.

  122. 2024 Equity Compensation

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

  123. Stock Options

    Stock Options The stock options granted to our NEOs effective March 1, 2024, vest ratably over five years with 20% of each award vesting annually.

  124. 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. As a United Kingdom resident, Mr. Beyer is not eligible to participate in the Benefits Restoration Plan. Instead, he participates in a program designed to compensate him in a similar fashion in accordance with practices in the United Kingdom.

  125. Mr. Hartman’s Compensation Arrangements and Transition Agreement

    Company’s headquarters. As with several other Executive Officers, including Mr. Garner, the terms of employment were updated to note that the Company would provide an office for him near his residence for when he was not at the Largo headquarters, and to provide for Delaware as the source of controlling law and the exclusive forum for any disputes concerning the employment terms. On October 30, 2024, the Company entered into a letter agreement with Mr. Hartman (the “Transition Letter Agreement”), as disclosed in our Current Report on Form 8-K filed with the SEC on October 30, 2024. Pursuant to the Transition Letter Agreement, Mr. Hartman’s service as Chair of the Board ceased as of October 31, 2024. Mr. Hartman continued to serve as President and CEO of the Company and as a member of the Board through December 31, 2024. As of January 1, 2025, Mr. Hartman transitioned to a non-executive officer role and continued full-time employment in such role through March 2, 2025 (such period, the “Initial Transition Period”). As of March 3, 2025, Mr. Hartman commenced service as a Special Advisor to the Company, which service will continue (unless earlier terminated pursuant to the Transition Letter Agreement) until March 3, 2027 (such date, the “Separation Date”, and such period, the “Advisory Period”). Pursuant to the Transition Letter Agreement, as compensation for services performed during the Initial Transition Period, Mr. Hartman continued to receive his then-current base salary but will not be eligible to receive any bonus under the Company’s short-term incentive plan for 2025 based on his service during the Initial Transition Period or otherwise. Mr. Hartman was eligible for a full bonus based on actual performance under the Company’s short-term incentive plan for his service during 2024, as discussed elsewhere in this Proxy Statement. Pursuant to the Transition Letter Agreement, as compensation for services performed during the Advisory Period, subject to certain preconditions and satisfaction of his obligations set forth in the Transition Letter Agreement, including compliance with restrictive covenants, Mr. Hartman will be paid a consulting fee equal to the sum of (i) $1,936,000 plus (ii) two times the average of his earned annual incentive bonus for each of completed years 2023 and 2024, in the aggregate (the “Special Advisor Fee”). The full value of these payments equals $4,215,212. 50% of the Special Advisor Fee will be payable in regular biweekly installments in accordance with the Company’s regular payroll practices during the first year of the Advisory Period (i.e., 2025), and 50% of the Special Advisor Fee will be payable in a lump sum within 60 days following the commencement of the second year of the Advisory Period (i.e., by March 1, 2026), in each case, subject to Mr. Hartman’s ongoing compliance in all material respects with all obligations under the Transition Letter Agreement. Mr. Hartman will not be eligible to receive any bonus under the Company’s short-term incentive plan based on his service as a Special Advisor. Subject to Mr. Hartman’s continued service, equity awards previously granted to him will vest in accordance with the vesting schedules established in the original equity awards through the Separation Date. Any equity awards with vesting dates scheduled to occur after the Separation Date will be cancelled and forfeited. Mr. Hartman will remain eligible to earn a prorated portion of any outstanding unvested PSUs based on actual performance for the performance period. The prorated portion will be determined based on the number of full years completed from the beginning of the performance period until the effective date of his termination of employment, and shall be payable within 60 days following the applicable performance-vesting date. Mr. Hartman’s receipt of the payments and benefits set forth in the Transition Letter Agreement is subject to (1) his execution and non-revocation of a general release of claims in favor of the Company, including any claims under the Company’s Executive Severance Plan or any other severance plan or agreement (a “Release”), within 30 days after the date of his transition from the role of President and CEO; (2) his execution and non-revocation of a supplemental Release within 30 days after the Separation Date; and (3) his cooperation and other agreements set forth in the Transition Letter Agreement. Mr. Hartman will remain subject to non-competition and non-solicitation obligations during the term of his service and for one year thereafter, as well as perpetual confidentiality and mutual non-disparagement obligations. In the event of Mr. Hartman’s death, disability, or termination of employment by the Company without Cause or by Mr. Hartman for a Breach Termination or CIC Good Reason Termination (each, as defined in the Transition Letter Agreement) prior to the Separation Date, the full remaining amount of any unpaid Special Advisor Fee that would otherwise have been payable through the Separation Date will become immediately due and payable, and all of Mr. Hartman’s equity awards which would have vested through the scheduled end of the Advisory Period will immediately vest, in each case, pursuant to the terms and conditions of the Transition Letter Agreement and subject to Mr. Hartman’s or his estate’s or beneficiary’s execution of a supplemental Release, as applicable.

  126. Mr. Beyer’s Service Agreement

    | • | Mr. Beyer’s target award opportunity under the Company’s short-term incentive program will be equal to 100% of his base salary. |

  127. Mr. Beyer’s Service Agreement

    | • | Mr. Beyer will be eligible to participate in the Company’s long-term incentive plans in a manner consistent with awards to other senior executives granted from time to time. Mr. Beyer’s 2025 award will have an approximate grant date target fair market value of $5 million and will comprise 50% PSUs and 50% stock options. |

  128. Ms. Cohen’s Letter Agreement

    In addition, subject to certain preconditions and satisfaction of her obligations set forth in the Cohen Letter Agreement, including a cooperation agreement, on April 20, 2026, Ms. Cohen will receive an additional payment of $334,113.25, which will also be subject to clawback in the event of a cooperation failure or recoupment outcome (each as defined in the Cohen Letter Agreement). Ms. Cohen’s receipt of these payments and benefits, as well as the equity award treatment described in the following paragraph, is subject to her execution and non-revocation of a general release of claims in favor of the Company, including any claims under the Company’s Executive Severance Plan, and her cooperation and other agreements set forth in the Cohen Letter Agreement. Ms. Cohen will remain subject to a non-competition restriction and non-solicitation obligations for one year following the termination of her service, as well as customary indefinite confidentiality and non-disparagement obligations. In addition, subject to Ms. Cohen’s continued service and compliance with the release requirement described above, equity awards previously granted to Ms. Cohen will vest in accordance with the vesting schedules established in the original equity awards through April 19, 2025 and will be subject to clawback or repayment in the event of a cooperation failure or recoupment outcome (each as defined in the Cohen Letter Agreement). Any equity awards with vesting dates scheduled to occur after April 19, 2025 will be cancelled and forfeited. In the event of Ms. Cohen’s death, or disability prior to April 19, 2025, the salary and payments for her service as an advisor that would otherwise have been payable through April 19, 2025 (and were not paid) will become immediately due and payable, subject to execution of a supplemental general release of claims.

  129. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding the compensation earned in 2022, 2023 and 2024 by our NEOs, which includes our Chief Executive Officer during 2024 (Mr. Hartman, whose service as Chief Executive Officer continued through December 31, 2024), our Chief Financial Officer, and our three other most highly compensated executive officers (including Mr. Beyer, whose service as Chief Executive Officer commenced as of January 1, 2025), as determined by reference to total compensation for 2024, who were serving as executive officers at the end of 2024. In addition, this table includes Ms. Cohen and Mr. Peters, who were not serving as executive officers at the end of 2024.

  130. 2024 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 | 2024 | $966,230 | $0 | $2,657,542 | $2,657,200 | $882,622 | $0 | $202,961 | $7,366,555 | | | 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 | | Todd W. Garner Executive Vice President, Finance and Chief Financial Officer | 2024 | $565,776 | $0 | $2,099,933 | $1,499,807 | $397,860 | $0 | $79,337 | $4,642,713 | | | 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 | | Patrick J. Beyer(8) Chief Operating Officer | 2024 | $584,833 | $0 | $699,883 | $2,099,802 | $398,331 | $0 | $517,236 | $4,300,085 | | | 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 | | Peter Shagory EVP Strategy & Corp Development | 2024 | $368,725 | $0 | $212,551 | $637,427 | $198,230 | $0 | $7,112 | $1,424,045 | | Brent Lalomia Vice President, Quality Assurance, Regulatory Affairs, Customer Experience, and Logistics | 2024 | $317,700 | $0 | $212,551 | $637,427 | $175,073 | $0 | $49,608 | $1,392,359 | | Stanley W. (Bill) Peters President, Advanced Surgical & Advanced Endoscopic Technologies | 2024 | $316,226 | $0 | $374,964 | $1,124,864 | $0 | $0 | $770,902 | $2,586,956 | | | 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 | | Heather Cohen Executive Vice President & Chief Human Resources and Legal Officer & Secretary | 2024 | $596,363 | $0 | $374,964 | $1,124,864 | $69,432 | $0 | $85,085 | $2,250,708 | | | 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 |

  131. 2024 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. |

  132. 2024 Summary Compensation Table

    | (2) Bonus reflects the 2022 one-time discretionary payments. There were no discretionary bonus payments made in 2023 or 2024. |

  133. 2024 Summary Compensation Table

    | (3) Amounts in this column reflect the grant date fair value of RSUs and PSUs 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 2024 Annual Report on Form 10-K (available at https://conmed.gcs-web.com/static-files/d1f207ff-b9c4-4423-829f-b20457227def) |

  134. 2024 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 2024 Annual Report on Form 10-K. |

  135. 2024 Summary Compensation Table

    | (5) Non-Equity Incentive Plan Compensation represents payouts under the Company’s Executive Bonus Plan. See “Executive Bonus Plan Performance Goals for 2024” on page 38 in the CD&A for an additional discussion of 2024 annual incentive payments under the Company’s Executive Bonus Plan. |

  136. 2024 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 2024. For 2024, 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 2024 Annual Report on Form 10-K. There were no above-market earnings on nonqualified deferred compensation. For more information regarding Ms. Cohen’s pension benefits, please see the Pension Benefits table below. |

  137. 2024 Summary Compensation Table

    | 48 | 2025 Proxy Statement |

  138. 2024 Summary Compensation Table

    | Summary Compensation Table |

  139. 2024 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 31, 2024, December 29, 2023, December 30, 2022, respectively, (the last business day of the year) of £0.7961, £0.7868, and £0.834, to U.S. $1.00. If we had converted Mr. Beyer’s 2024 total compensation at the December 31, 2024, spot exchange rate, his total compensation would have been $4,292,725. |

  140. 2024 Summary Compensation Table

    | (8) All other compensation is described in the chart below. |

  141. 2024 Summary Compensation Table

    | | 401(k) Employer Contributions(1) | Benefit Restoration Plan Employer Contributions(2) | Certain Other Payments(3) | Total All Other Compensation | | Patrick J. Beyer | $— | $— | $517,236 | $517,236 | | Todd W. Garner | $7,000 | $72,251 | $86 | $79,337 | | Peter Shagory | $7,000 | | $112 | $7,112 | | Brent Lalomia | $7,000 | $27,884 | $14,724 | $49,608 | | Curt R. Hartman | $7,000 | $163,981 | $31,980 | $202,961 | | Stanley W. (Bill) Peters | $7,000 | | $763,902 | $770,902 | | Heather L. Cohen | $7,000 | $57,999 | $20,086 | $85,085 |

  142. 2024 Summary Compensation Table

    | (1) Amounts represent 2024 Company matching contributions to employee 401(k) plan accounts on the same terms offered to all other employees. |

  143. 2024 Summary Compensation Table

    | (2) Amounts represent 2024 Company matching contributions to the Benefits Restoration Plan (“BRP”). |

  144. 2024 Summary Compensation Table

    | (3) For Mr. Beyer in 2024, other payments include retirement plan payments of $152,879 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 $15,073 in respect of his U.K. car as provided for in his Service Agreement. Also included in the ‘Certain Other Payments’ column are $114,339 representing costs associated with personal air travel, $81,600 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, $7,360 in personal legal fees, $5,721 for the cost of a rental car the Company provided for Mr. Beyer’s use in Largo, Florida in line with his COO responsibilities, $90,277 related to tax gross-ups on the portion of certain other payments deemed taxable in the U.S., and $86 for a gift. In addition, there are payments of $39,901 for tax preparation services given the complexities of Mr. Beyer’s role. For Mr. Peters, such payments include $13,408 in costs associated with attending a sales force award trip, $86 for a gift and $750,407 paid in severance. Ms. Cohen received $20,000 in personal legal fees and a gift of $86, and Mr. Garner received a gift of $86. Mr. Lalomia received a gift of $453 and a trip with a value of $14,271. Mr. Shagory received a gift of $112. Mr. Hartman received $31,980 in personal legal fees. 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. Messrs. Hartman, and 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 ‘All Other Compensation’ column. |

  145. 2024 Summary Compensation Table

    | 2025 Proxy Statement | 49 |

  146. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The table below summarizes the estimated cash awards under the Executive Bonus Plan, as well as equity compensation granted during 2024. Information regarding the terms of these awards can be found under the headings “Executive Bonus Plan” and “Equity Compensation” in the CD&A.

  147. 2024 Grants of Plan-Based Awards Table

    | (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 ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Patrick J. Beyer | 3/1/2024 | — | — | — | — | — | — | — | 44,677 | $79.95 | $1,499,807 | | | 3/1/2024 | — | — | — | 1,104 | 4,208 | 8,416 | — | — | — | $499,952 | | | 4/24/2024 | — | — | — | — | — | — | — | 20,060 | $70.01 | $599,995 | | | 4/24/2024 | — | — | — | 963 | 1,925 | 3,850 | — | — | — | $199,931 | | | NA | $240,284 | $480,568 | $961,136 | — | — | — | — | — | — | | | Todd W. Garner | 3/1/2024 | — | — | — | — | — | — | — | 44,677 | $79.95 | $1,499,807 | | | 3/1/2024 | — | — | — | 1,104 | 4,208 | 8,416 | — | — | — | $499,952 | | | 11/1/2024 | — | — | — | — | — | — | 22,727 | — | — | $1,599,981 | | | NA | $240,000 | $480,000 | $960,000 | — | — | — | — | — | — | — | | Peter Shagory | 3/1/2024 | — | — | — | — | — | — | — | 18,988 | $79.95 | $637,427 | | | 3/1/2024 | — | — | — | 895 | 1,789 | 3,578 | — | — | — | $212,551 | | | NA | $120,420 | $240,841 | $481,681 | — | — | — | — | — | — | — | | Brent Lalomia | 3/1/2024 | — | — | — | — | — | — | — | 18,988 | $79.95 | $637,427 | | | 3/1/2024 | — | — | — | 895 | 1,789 | 3,578 | — | — | — | $212,551 | | | NA | $96,300 | $192,600 | $385,200 | — | — | — | — | — | — | — | | Curt R. Hartman | 3/1/2024 | — | — | — | — | — | — | — | 79,154 | $79.95 | $2,657,542 | | | 3/1/2024 | — | — | — | 11,319 | 22,368 | 44,736 | — | — | — | $2,657,542 | | | NA | $532,400 | $1,064,800 | $2,129,600 | — | — | — | — | — | — | — | | Stanley W. (Bill) Peters | 3/1/2024 | — | — | — | — | — | — | — | 33,508 | — | $1,124,864 | | | 3/1/2024 | — | — | — | 1,578 | 3,156 | 6,312 | — | — | — | $374,964 | | | NA | $147,522 | $295,043 | $590,087 | — | — | — | — | — | — | — | | Heather L. Cohen | 3/1/2024 | — | — | — | — | — | — | — | 33,508 | $79.95 | $1,124,864 | | | 3/1/2024 | — | — | — | 1,578 | 3,156 | 6,312 | — | — | — | $374,964 | | | NA | $140,595 | $281,190 | $562,380 | — | — | — | — | — | — | — |

  148. 2024 Grants of Plan-Based Awards Table

    | (1) Non-Equity Incentive Compensation represents earnings under the Company’s Executive Bonus Plan. The threshold, target and maximum compensation for all NEOs based on a percentage of the NEO’s base salary on December 31, 2024. The compensation is based on financial factors as well as individual goals as further described in “2024 Executive Bonus Plan” on page 38 During 2024, Mr. Hartman, Mr. Garner, Mr. Beyer, Mr. Peters, Ms. Cohen, Mr. Shagory and Mr. Lalomia earned non-equity incentive compensation equal to 91.2%, 66.3%, 66.3%, 0%, 53.5%, 53.5% and 54.5%, respectively, of their base salaries. Ms. Cohen’s 2024 earned bonus amount was prorated based on her period of service during 2024 as Executive Vice President and Chief Human Resources and Legal Officer, as described elsewhere in this Proxy Statement. |

  149. 2024 Grants of Plan-Based Awards Table

    | 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 31, 2024 (the last business day of the year) of £0.7961 to U.S. $1.00. |

  150. 2024 Grants of Plan-Based Awards Table

    | (2) Amounts in these columns represent the possible range (threshold to target to maximum) of PSUs, which will be settled in shares of Common Stock, that would be earned based on the achievement of pre-established performance goals for the 2024 to 2026 performance period. The number of PSUs earned could be zero if performance is below threshold. |

  151. 2024 Grants of Plan-Based Awards Table

    | (3) RSU awards granted as of November 1, 2024 vest annually over a period of two years. |

  152. 2024 Grants of Plan-Based Awards Table

    | 50 | 2025 Proxy Statement |

  153. 2024 Grants of Plan-Based Awards Table

    | 2024 Grants of Plan-Based Awards Table |

  154. 2024 Grants of Plan-Based Awards Table

    | (4) Amounts shown in column (j) represent the total number of shares subject to stock options granted to the NEOs. Stock option awards granted as of March 1, 2024 and April 24, 2024 for all NEOs vest ratably annually over a period of five years. |

  155. 2024 Grants of Plan-Based Awards Table

    | (5) Represents the closing market price of a share of common stock on the date of the grant of the stock option . |

  156. 2024 Grants of Plan-Based Awards Table

    | (6) Amounts in this column reflect the grant date fair value of stock options, PSUs and RSUs 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 2024 Annual Report on Form 10-K. |

  157. 2024 Grants of Plan-Based Awards Table

    Material terms related to the NEOs’ compensation are described in the 2024 CD&A, footnotes to the Summary Compensation Table, the 2024 Grants of Plan-Based Awards table and under the section “Potential Payments on Termination or Change-in-Control”.

  158. 2024 Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 51 |

  159. Outstanding Equity Awards at Fiscal Year End 2024 Table

    Outstanding Equity Awards at Fiscal Year End 2024 Table

  160. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards(4) | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Patrick J. Beyer | 3/1/2017 | 57,000 | — | $41.93 | 3/1/2027 | — | — | — | — | | | 3/1/2018 | 57,000 | — | $59.96 | 3/1/2028 | — | — | — | — | | | 3/1/2019 | 56,000 | — | $78.76 | 3/1/2029 | — | — | — | — | | | 3/2/2020 | 44,000 | 11,000 | $97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 28,050 | 18,700 | $122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 22,000 | 33,000 | $144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 6,442 | 25,770 | $96.16 | 3/1/2033 | — | — | 2,920 | $199,845 | | | 3/1/2024 | — | 44,677 | $79.95 | 3/1/2034 | — | — | 4,208 | $287,996 | | | 4/24/2024 | — | 20,060 | $70.01 | 4/24/2034 | — | — | 1,925 | $131,747 | | Todd W. Garner | 1/2/2018 | 5,100 | — | $50.61 | 1/2/2028 | — | — | — | — | | | 3/1/2019 | 48,000 | — | $78.76 | 3/1/2029 | — | — | — | — | | | 3/2/2020 | 42,400 | 10,600 | $97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 27,030 | 18,020 | $122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 22,000 | 33,000 | $144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 6,442 | 25,770 | $96.16 | 3/1/2033 | — | — | 2,920 | $199,845 | | | 3/1/2024 | — | 44,677 | $79.95 | 3/1/2034 | — | — | 4,208 | $287,996 | | | 11/1/2024 | — | — | — | — | 22,727 | $1,555,436 | — | — | | Peter Shagory | 5/11/2015 | 4,500 | — | $55.42 | 5/11/2025 | — | — | — | — | | | 3/1/2017 | 9,435 | — | $41.93 | 3/1/2027 | — | — | — | — | | | 3/1/2018 | 14,040 | — | $59.96 | 3/1/2028 | — | — | — | — | | | 3/1/2019 | 14,160 | — | $78.76 | 3/1/2029 | — | — | — | — | | | 3/2/2020 | 11,500 | 3,450 | $97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 11,730 | 7,820 | $122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 8,000 | 12,000 | $144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 3,031 | 12,128 | $96.16 | 3/1/2033 | — | — | 1,374 | $94,037 | | | 3/1/2024 | — | 18,988 | $79.95 | 3/1/2034 | — | — | 1,789 | $122,439 |

  161. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | 52 | 2025 Proxy Statement |

  162. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | Outstanding Equity Awards at Fiscal Year End 2024 Table |

  163. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards(4) | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Brent Lalomia | 6/17/2019 | 2,500 | — | $83.15 | 6/17/2029 | — | — | — | — | | | 3/2/2020 | 3,200 | 800 | $97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 2,400 | 1,600 | $122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 3,200 | 4,800 | $144.55 | 3/1/2032 | — | — | — | — | | | 3/7/2022 | — | — | $0.00 | 3/7/2032 | 150 | $10,266 | — | — | | | 3/1/2023 | 2,463 | 9,854 | $96.16 | 3/1/2033 | — | — | 1,116 | $76,379 | | | 3/1/2024 | — | 18,988 | $79.95 | 3/1/2034 | — | — | 1,789 | $122,439 | | Curt R. Hartman | 2/27/2015 | 118,300 | — | $51.30 | 2/27/2025 | — | — | — | — | | | 3/1/2017 | 96,650 | — | $41.93 | 3/1/2027 | — | — | — | — | | | 3/1/2018 | 175,000 | — | $59.96 | 3/1/2028 | — | — | — | — | | | 3/1/2019 | 200,000 | — | $78.76 | 3/1/2029 | — | — | — | — | | | 3/2/2020 | 164,000 | 41,000 | $97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 104,550 | 69,700 | $122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 50,000 | 75,000 | $144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 13,428 | 53,713 | $96.16 | 3/1/2033 | — | — | 18,256 | $1,249,441 | | | 3/1/2024 | — | 79,154 | $79.95 | 3/1/2034 | — | — | 22,368 | $1,530,866 | | Stanley W. (Bill) Peters | 3/1/2023 | — | — | — | — | — | — | 629 | $43,049 | | Heather L. Cohen | 3/2/2020 | 20,000 | 5,000 | $97.69 | 3/2/2030 | — | — | — | — | | | 3/1/2021 | 12,750 | 8,500 | $122.55 | 3/1/2031 | — | — | — | — | | | 3/1/2022 | 13,200 | 19,800 | $144.55 | 3/1/2032 | — | — | — | — | | | 3/1/2023 | 3,789 | 15,159 | $96.16 | 3/1/2033 | — | — | 1,717 | $117,511 | | | 3/1/2024 | — | 33,508 | $79.95 | 3/1/2034 | — | — | 3,156 | $215,997 |

  164. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (1) Grant dates of each award granted are noted in column b. |

  165. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (2) Stock options for all NEOs vest ratably annually over a period of five years beginning on the date of grant. |

  166. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (3) In most cases, RSUs for all NEOs vest annually over a period of four years beginning on the date of grant Mr. Garner’s RSUs granted in November vest over two years. |

  167. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (4) Value shown for unvested RSUs is based on the December 31, 2024 (the last trading day of the year) closing stock price on the NYSE of $68.44. |

  168. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (5) PSUs for all NEOs are subject to being earned and vested at the end of a three-year performance period from the date of the grant. |

  169. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | (6) Represents the intrinsic value of PSUs calculated by taking the product of (a) $68.44, which was the closing market price per share of our common stock as of December 31, 2024 (the last business day of the year), and (b) the number of PSU awards at the target performance level. |

  170. Outstanding Equity Awards at Fiscal Year End 2024 Table

    | 2025 Proxy Statement | 53 |

  171. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  172. 2024 Option Exercises and Stock Vested Table

    | (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 | 30,000 | $703,800 | — | — | | Todd W. Garner | — | — | — | — | | Patrick J. Beyer | — | — | — | — | | Stanley W. (Bill) Peters | 34,000 | $605,260 | — | — | | Heather L. Cohen | 128,500 | $3,026,322 | — | — | | Peter Shagory | — | — | — | — | | Brent Lalomia | — | — | 75 | $6,375 |

  173. 2024 Option Exercises and Stock Vested Table

    | (1) Amount relates to stock options or stock appreciation rights exercised during 2024. |

  174. 2024 Option Exercises and Stock Vested Table

    | (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. |

  175. 2024 Option Exercises and Stock Vested Table

    | (3) Amount relates to RSUs that vested during 2024. |

  176. 2024 Option Exercises and Stock Vested Table

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

  177. 2024 Option Exercises and Stock Vested Table

    | 54 | 2025 Proxy Statement |

  178. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table The table below shows the executive contributions, Company contributions and aggregate earnings related to deferred compensation for all NEOs during 2024. 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 information.

  179. 2024 Non-Qualified Deferred Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Todd W. Garner | $67,455 | $72,251 | $142,973 | — | $902,100 | | Peter Shagory | — | — | $5,994 | — | $41,170 | | Brent Lalomia | $4,650 | $27,884 | $3,204 | — | $35,738 | | Curt R. Hartman | $317,153 | $163,981 | $1,079,329 | — | $6,704,174 | | Stanley W. (Bill) Peters | $77,868 | — | $152,818 | — | $1,210,653 | | Heather L. Cohen | $66,579 | $57,999 | $661,690 | — | $3,261,955 |

  180. 2024 Non-Qualified Deferred Compensation Table

    | (1) Executive contributions related to the Benefit Restoration Plan were included in earnings in 2024 and reported in the 2024 Summary Compensation Table above. |

  181. 2024 Non-Qualified Deferred Compensation Table

    | (2) Registrant contributions related to the Benefit Restoration Plan were included in earnings in 2024 and reported in the 2024 Summary Compensation Table above. |

  182. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  183. Termination/Change in Control

    | Name | Salary Continuation or Severance ($)(1) | Intrinsic Value of Unvested Stock Awards ($)(2) | Intrinsic Value of Unvested Options and SARs ($)(2) | Value of Unvested Company BRP Contributions ($) | Total ($) | | Patrick J. Beyer | $1,973,529 | $552,995 | — | — | $2,526,524 | | Todd W. Garner | $2,481,711 | $1,976,684 | — | — | $4,458,395 | | Peter Shagory | $1,163,873 | $185,130 | — | — | $1,349,003 | | Brent Lalomia | $932,066 | $183,624 | — | — | $1,115,690 | | Curt R. Hartman | $5,608,309 | $2,363,849 | — | — | $7,972,158 | | Heather L. Cohen | $1,697,923 | $294,360 | — | — | $1,992,283 |

  184. Pay Ratio

    Pay Ratio We are required by Item 402(u) of Regulation S-K to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. During 2024, the principal executive officer of the Company was Curt Hartman. For 2024, Mr. Hartman’s annual total compensation was $7,366,555 and our median employee’s annual total compensation was approximately $45,460 resulting in an estimated pay ratio of 162:1. Given there was no change in the Company’s employee population or employee compensation arrangements as of December 31, 2024, that the Company believes would result in a significant change to the pay ratio disclosure, the same median employee was used for the 2024 analysis as was used for the 2023 analysis, as permitted under Item 401(u). We identified the median employee in 2023 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. 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., we calculated the 2024 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, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  185. Pay Ratio

    | 60 | 2025 Proxy Statement |

  186. Pay Versus Performance

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

  187. 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) | | 2024 | $7,366,555 | ($4,765,014) | $2,766,144 | ($45,286) | $63.84 | $137.81 | $132.4 | $4.17 | | 2023 | $7,764,615 | $13,280,569 | $2,498,754 | $3,900,605 | $101.04 | $124.22 | $64.5 | $3.45 | | 2022 | $7,835,495 | ($8,291,607) | $3,060,984 | ($792,323) | $81.19 | $113.92 | ($80.6) | $2.65 | | 2021 | $9,374,480 | $23,174,447 | $2,345,015 | $5,176,896 | $128.81 | $140.40 | $62.5 | $3.21 | | 2020 | $6,461,620 | $8,417,084 | $1,706,722 | $2,092,471 | $101.14 | $117.63 | $9.5 | $2.18 |

  188. Pay Versus Performance

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

  189. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen, Peter Shagory, Brent Lalomia | | 2023 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen | | 2022 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen | | 2021 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Daniel S. Jonas | | 2020 | Curt R. Hartman | Todd W. Garner, Patrick J. Beyer, John E. (Jed) Kennedy, Stanley (Bill) W. Peters |

  190. Pay Versus Performance

    | 2025 Proxy Statement | 61 |

  191. 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 FASB ASC Topic 718, Compensation – Stock Compensation, as of the end of the specified period. |

  192. Pay Versus Performance

    | Fiscal Year | 2024 | | SCT Total | $7,366,555 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($5,314,742) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $4,032,496 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($8,134,626) | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $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 | ($2,714,697) | | 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 | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | ($4,765,014) |

  193. 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. |

  194. Pay Versus Performance

    | Fiscal Year | 2024 | | SCT Total | $2,766,144 | | Exclusion of Change in Pension Value | $0 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($1,849,840) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,324,143 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($1,360,395) | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $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 | ($505,872) | | 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 | ($419,466) | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | ($45,286) |

  195. Pay Versus Performance

    | (4) Pursuant to Item 402(v) of Regulation S-K,, each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 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, 2024. |

  196. Pay Versus Performance

    | 62 | 2025 Proxy Statement |

  197. 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 of this proxy statement for the most directly comparable GAAP measure, GAAP diluted earnings (loss) per share. |

  198. Pay Versus Performance

    Most Important Performance Measures The table below lists our most important performance measures used to link compensation actually paid to our NEOs for 2024 to Company performance, as further described in the sections titled “2024 Executive Bonus Plan” and “2024 Equity Compensation” of the CD&A.

  199. Pay Versus Performance

    | 2024 Most Important Performance Measures (Unranked) | | | • Revenue | • Operating Cash Flow | | • Adjusted Diluted Net Earnings per Share | • Three-year relative shareholder return |

  200. Pay Versus Performance

    Relationship Between Compensation and Financial Performance The table below shows the alignment between Compensation Actually Paid (CAP) to our CEO and Average CAP to the non-CEO NEOs, and our performance, consistent with our compensation philosophy as described in our “Compensation Discussion and Analysis.” The following graph displays CONMED TSR, Peer Group TSR, the CAP for our PEO and the average non-PEO NEO CAP, for the years 2020, 2021, 2022, 2023, and 2024.

  201. Pay Versus Performance

    | 2025 Proxy Statement | 63 |

  202. Pay Versus Performance

    The following graph displays Net Income and CAP of our PEO and the average non-PEO NEOs for the years 2020, 2021, 2022, 2023, and 2024. The following graph displays our Company selected measure, Adjusted Diluted Net EPS, and the CAP for our PEO and the average non-PEO NEO CAP for the years 2020, 2021, 2022, 2023, and 2024.

  203. Pay Versus Performance

    | 64 | 2025 Proxy Statement |

  204. 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, Berkeley Insurance Company, Westfield Insurance Company and Ascot Insurance Company, at a total cost of $1,046,267, which covers directors and officers of the Company and its subsidiaries.

  205. Insurance for Directors and Officers

    | 66 | 2025 Proxy Statement |

  206. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information relating to outstanding equity awards and shares available for future awards under the Prior Plans as of March 31, 2025 (without giving effect to approval of the Proposed Plan under this Proposal 3):

  207. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | 2018 Plan | 2020 Director Plan | | Total shares underlying outstanding stock options | 3,804,603 | 109,442 | | Weighted-average exercise price of outstanding stock options | $93.60 | $99.31 | | Weighted-average remaining term of outstanding stock options (years) | 5.9 | 7.8 | | Total shares underlying outstanding unvested full value awards (e.g., RSUs, PSUs) | 186,826 | 3,657 | | Weighted-average grant date fair value of outstanding unvested full value awards (e.g., RSUs, PSUs) | $107.06 | $107.06 | | Total shares currently available for grant(1) | 306,798 | 32,913 |

  208. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (1) To the extent any awards are granted under the 2018 Plan and 2020 Plan after March 31, 2025, the proposed share reserve will be reduced by one (1) share for every one (1) share subject to an option or SAR and 2.28 shares for every one (1) share subject to an award other than an option or share appreciation right. |

  209. Key Data Relating to Outstanding Equity Awards and Shares Available

    As shown in the table above, 339,711 shares in aggregate remained available for grant under the Prior Plans as of March 31, 2025, which will no longer be available upon approval of the Proposed Plan by our stockholders. In adopting the Proposed Plan, our Board has determined that [any awards granted under the Prior Plans after March 31, 2025 and prior to the effective date of the Proposed Plan will reduce the number of shares available under the Proposed Plan.