DEF 14A of Orthofix Medical Inc., Apr 29, 2026

DEF 14A of Orthofix Medical Inc.

Filed Apr 29, 2026 · FY20250001193125-26-191716

Open on EDGAR

  1. Our Business Segments

    Our Business Segments Orthofix manages its business by two reporting segments, Global Spine and Global Limb Reconstruction, which accounted for 84% and 16%, respectively, of our total net sales in 2025. The chart below presents our net sales, which includes product sales and marketing service fees, by reporting segment for each of the years ended December 31, 2025, 2024, and 2023.

  2. Our Business Segments

    | ii | Orthofix Medical Inc. 2026 Proxy Statement |

  3. Our Business Segments

    Wayne Burris Age: 71 Director Since: 2021⁽¹⁾

  4. Standing Committees

    Standing Committees • Chair, Audit and Finance • Nominating, Governance and Sustainability Charles R. Kummeth Age: 65 Director Since: 2023 Independent

  5. Standing Committees

    Standing Committees • Chair, Compensation and Talent Development • Nominating, Governance and Sustainability Massimo Calafiore Age: 54 Director Since: 2024 Shweta S. Maniar Age: 42 Director Since: 2023⁽³⁾ Independent

  6. Standing Committees

    Standing Committees • Audit and Finance • Compliance and Ethics Vickie L. Capps Age: 64 Director Since: 2025 Independent

  7. Standing Committees

    Standing Committees • Audit and Finance • Compensation and Talent Development Alan L. Bazaar Age: 56 Director Since: 2023 Independent

  8. Standing Committees

    Standing Committees • Audit and Finance • Compensation and Talent Development Jason M. Hannon Age: 54 Director Since: 2020 Independent

  9. Standing Committees

    Standing Committees • Chair, Compliance and Ethics • Compensation and Talent Development Michael E. Paolucci Age: 66 Director Since: 2016 Independent

  10. Standing Committees

    Standing Committees • Compensation and Talent Development • Nominating, Governance and Sustainability Michael M. Finegan Age: 62 Director Since: 2023 Independent

  11. Standing Committees

    Standing Committees • Compliance and Ethics John B. Henneman, III Age: 64 Director Since: 2023⁽²⁾ Independent

  12. Standing Committees

    Standing Committees • Chair, Nominating, Governance and Sustainability • Audit and Finance

  13. Effective Board Structure and Composition

    Effective Board Structure and Composition

  14. Effective Board Structure and Composition

    | Director Election | • All directors are elected annually for a one-year term • We have a majority vote standard for uncontested elections of directors | | Board Independence | • All of our director nominees, other than our President and Chief Executive Officer, are independent under Nasdaq listing standards • All directors serving on the Audit and Finance, Compensation and Talent Development, Compliance and Ethics, and Nominating, Governance and Sustainability Committees in 2025 were independent directors | | Standing Board Committees | • Audit and Finance Committee (met 8 times in 2025) • Compensation and Talent Development Committee (met 4 times in 2025) • Nominating, Governance and Sustainability Committee (met 4 times in 2025) • Compliance and Ethics Committee (met 4 times in 2025) | | Practices and Policies | • Experienced, multi-dimensionally diverse Board with extensive business expertise in life sciences, finance, international business, and operational matters • Commitment to frequent Board refreshment, with two of the director nominees standing for election at the Annual Meeting having joined the Board in January 2023 in connection with the Company’s merger with SeaSpine, three of the director nominees having joined the Board in December 2023, and one of the director nominees having joined the Board in March 2025 • Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2025 • 97% average attendance by directors at Board and committee meetings in 2025 • Separation of the Chair of the Board and CEO positions • Active Board and committee oversight in the area of enterprise risk management, cybersecurity, and corporate responsibility (CR) matters, inclusive of climate-related matters, with direct oversight of enterprise risk management and cybersecurity matters provided by the Audit and Finance Committee and direct oversight of CR-related matters provided by the Nominating, Governance, and Sustainability Committee • Compliance and Ethics Committee oversees and monitors a comprehensive, Company-wide compliance and ethics program |

  15. Effective Board Structure and Composition

    | viii | Orthofix Medical Inc. 2026 Proxy Statement |

  16. Effective Board Structure and Composition

    | Practices and Policies Continued | • Corporate code of conduct enforced at all levels of the Company and its subsidiaries • Commitment to community involvement grounded in our belief that meaningful impact starts with our people. We take a focused, values-driven approach to community engagement that reflects our ongoing dedication to giving back through time, expertise, and action • Ongoing commitment of resources to keep pace with evolving data privacy and cybersecurity industry practices and regulatory standards • Commitment to sustainable practices in our operations, manufacturing, and supply chain through the use of sustainable energy, waste reduction, and waste and equipment recycling • Annual Board and Board committee self-assessments • Board regularly reviews director and executive succession planning • Robust stock ownership guidelines for our executive officers and directors • Majority voting in the election of directors in uncontested elections • Structured director education and onboarding program • Shareholders owning at least 25% of our outstanding common stock may call a special meeting of shareholders • No shareholder rights plan (commonly referred to as a “poison pill”) or blank check preferred stock • Single class of shares with equal voting rights (no super voting share class) • No supermajority voting requirements to approve mergers or other business combination transactions • No political or Political Action Committee contributions by the Company |

  17. Effective Board Structure and Composition

    | ix | Orthofix Medical Inc. 2026 Proxy Statement |

  18. Effective Board Structure and Composition

    | Frequently Requested Information | | Table of Contents | | | Annual Compensation Setting Process | 32 | About Voting | 1 | | | | Security Ownership of Certain Beneficial Owners and Management and Related Shareholders | 4 | | Board Leadership Structure | 12 | | | | Board Self-Evaluation | 14 | Information About Our Executive Officers | 7 | | Board Skills and Experience | 59 | Information About Our Directors | 11 | | CEO Pay Ratio | 49 | Corporate Responsibility | 18 | | Clawback Policy | 38 | Certain Relationships and Related Transactions | 26 | | Committees of the Board | 11 | Compensation Discussion and Analysis | 27 | | Components of Our Compensation Program | 31 | Report of the Compensation and Talent Development Committee | 40 | | | | Summary Compensation Table | 41 | | Named Executive Officers | 28 | | | | | | Grants of Plan-Based Awards | 42 | | Oversight of Cybersecurity and Information Technology | 15 | | | | | | Outstanding Equity Awards at Fiscal Year-End | 43 | | Oversight of CR | 18 | Option Exercises and Stock Vested | 45 | | Oversight of Risk and Strategy | 15 | Potential Payments upon Termination or Change in Control | 46 | | | | Pay Ratio Disclosure | 49 | | Peer Group | 30 | | | | | | Pay Versus Performance | 50 | | Policy on Hedging and Pledging | 16 | | | | | | Director Compensation | 54 | | Shareholder Engagement | 25 | Equity Compensation Plan Information | 56 | | Stock Ownership Guidelines | 38 | Proposal 1: Election of Directors | 57 | | Summary Compensation Table | 41 | Proposal 2: Advisory and Non-Binding Resolution to Approve Executive Compensation | | | | | | 69 | | | | Proposal 3: Ratification of the Appointment of EY as Independent Registered Public Accounting Firm for 2026 | 70 | | | | Report of the Audit and Finance Committee | 72 | | | | Proposal 4: Approval of Amendment No. 5 to the Second Amended and Restated Stock Purchase Plan | 73 | | | | Information About Shareholder Proposals | 76 | | | | Multiple Shareholders Sharing One Address | 77 | | | | Appendix A – Second Amended and Restated Stock Purchase Plan, as Amended, and Proposed Amendment No. 5 Thereto | 78 |

  19. Effective Board Structure and Composition

    Proxy Statement for the Orthofix Medical Inc. 2026 Annual Meeting of Shareholders THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MAY 4, 2026.

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

    Shares of common stock owned by Orthofix’s directors and executive officers The following table sets forth the beneficial ownership of shares of our common stock, including stock options currently exercisable and exercisable within 60 days of April 13, 2026, and stock units that are vested or potentially issuable within 60 days of April 13, 2026, by each current director, each director nominee, each named executive officer listed in the Summary Compensation Table, and the persons who were our directors and executive officers as of April 13, 2026, as a group. The Percent of Class figure is based on 40,385,869 shares of our common stock outstanding as of April 13, 2026. Unless otherwise indicated, the beneficial owners exercise sole voting and/or investment power over their shares.

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

    | NAME AND ADDRESS OF BENEFICIAL OWNER(1) | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS | | Michael M. Finegan | 82,846(2) | * | | Alan L. Bazaar | 73,975(3) | * | | Wayne Burris | 74,365(4) | * | | Vickie L. Capps | 36,402(5) | * | | Jason M. Hannon | 96,272(6) | * | | John B. Henneman, III | 84,683(7) | * | | Charles R. Kummeth | 84,040(8) | * | | Shweta S. Maniar | 54,073(9) | * | | Michael E. Paolucci | 87,762(10) | * | | Massimo Calafiore | 168,940(11) | * | | Julie Andrews | 46,550(12) | * | | J. Andrés Cedrón | 32,365(13) | * | | Patrick Fisher | 21,140(14) | * | | Aviva McPherron | 67,167(15) | * | | Max Reinhardt | 22,372(16) | * | | Lucas Vitale | 44,834(17) | * | | All current directors and executive officers as a group (16 persons) | 1,077,786 | 2.7% |

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

    * Represents less than one percent. (1) The address for each person or entity listed in the table is c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056. (2) Reflects 3,215 shares owned directly, 55,805 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (3) Reflects 7,220 shares owned directly, 42,929 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (4) Reflects 6,383 shares owned directly, 44,156 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (5) Reflects 5,651 shares owned directly, 21,934 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 8,817 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (6) Reflects 7,940 shares owned directly, 63,631 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 24,701 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (7) Reflects 36,336 shares owned directly, and 48,347 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026.

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

    | 5 | Orthofix Medical Inc. 2026 Proxy Statement |

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

    (8) Reflects 17,871 shares owned directly, 42,343 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (9) Reflects 5,726 shares owned directly, and 48,347 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026. (10) Reflects 14,221 shares owned directly, and 73,541 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026. (11) Reflects 99,094 shares owned directly, and 69,846 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (12) Reflects 19,194 shares owned directly, and 27,356 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (13) Reflects 8,847 shares owned directly, 9,549 shares issuable pursuant to restricted stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 13,969 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (14) Reflects 9,499 shares owned directly, and 11,641 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (15) Reflects 13,161 shares owned directly, and 54,006 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (16) Reflects 5,931 shares owned directly, 4,800 shares issuable pursuant to restricted stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 11,641 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026. (17) Reflects 33,193 shares owned directly, and 11,641 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

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

    | 6 | Orthofix Medical Inc. 2026 Proxy Statement |

  26. Information About Our Directors

    Information About Our Directors

  27. Compensation Guiding Principles and Philosophy

    Our Executive Compensation Guiding Principles, which are periodically reviewed and affirmed by the Committee, are as follows: Each compensation element should be competitive within the medical device industry (anchored to a target market position) but also tailored to Orthofix’s individual circumstances and business needs. • Variable compensation should provide appropriate leverage (upside and downside) so that payouts are commensurate with performance and aligned with shareholders’ interests. • Each compensation element should support Orthofix’s business strategy and objectives of attracting, retaining and motivating top talent. • The Company’s executive compensation program should be easily understood by executives. Management is responsible for effectively communicating the design and administration of the compensation program to employees. Consistent with these principles, the Committee’s compensation philosophy is to fairly compensate executive officers with an emphasis on providing incentives that balance our short-term and long-term objectives. In implementing the “pay-for-performance” compensation philosophy for the Company’s executive officers, the Committee places considerable emphasis on variable elements of pay within the executive compensation program. For 2025, the variable elements of our executive compensation program consisted of the Company’s annual cash incentive plan, which is designed to reward executive officers for achieving specific financial and operational performance goals during the fiscal year, as well as a long-term incentive plan that consisted of a combination of (i) stock options, which only have value if the value of our stock price appreciates over the life of the option, (ii) performance-based vesting restricted stock units, and (iii) time-based vesting restricted stock units. The Committee seeks to provide payouts through the annual cash incentive plan based on actual performance relative to pre-established financial and operational performance goals reflecting strong financial performance by the Company. The Committee also seeks to align executives’ interests with shareholders via grants of equity compensation, which encourage executives to focus on achieving longer-term goals and sustained increases in shareholder value, as the value of these awards is directly commensurate with the fluctuations in the value of the Company’s common stock. In addition to variable compensation programs, executives also receive health and welfare benefits (including our 401(k) plan) that are generally consistent with the level of health and welfare benefits provided to all U.S. based Company employees and those provided by companies in our industry peer group.

  28. Compensation Consultant

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

  29. Peer Group Benchmarking

    Peer Group Benchmarking Decisions related to executive compensation program design and pay levels are informed, in part, by the practices and pay levels of comparable peer organizations. The Committee engages its independent compensation consultant to conduct an annual executive compensation analysis that provides market-competitive levels of total compensation. The assessment used in connection with setting 2025 compensation was provided by Meridian and compared the compensation levels of our Section 16 officers and other members of our ELT with market data to determine whether their compensation levels remained consistent with market practice and our compensation philosophy. In conducting the assessment, Meridian made comparisons to our industry peer group and survey data including companies in the life sciences/medical devices industries.

  30. Peer Group Benchmarking

    | 30 | Orthofix Medical Inc. 2026 Proxy Statement |

  31. Peer Group Benchmarking

    In conducting the benchmarking for 2025 pay decisions, Meridian utilized a selection of 16 peer companies. The members of the peer group were selected for inclusion principally because of their overall similarity to Orthofix in terms of annual revenue, industry sector/sub-sector, and medical technology product lines. The peer group for 2025 pay decisions consisted of the following companies in the life sciences/medical devices industries:

  32. Peer Group Benchmarking

    | Accuray Inc. | Haemonetics Corporation | | Alphatec Holdings Inc. | Inari Medical, Inc. (1) | | AtriCure, Inc. | Integer Holdings Corporation | | Avanos Medical, Inc. | Integra LifeSciences Holdings Corporation | | Bioventus Inc. | LivaNova PLC | | CONMED Corporation | Merit Medical Systems, Inc. | | Enovis Corporation | Nevro Corp. (2) | | Globus Medical, Inc. | ZimVie Inc. (3) |

  33. Peer Group Benchmarking

    1 Inari Medical, Inc. was acquired by Stryker Corporation in February 2025. 2 Nevro Corp. was acquired by Globus Medical, Inc. in April 2025. 3 ZimVie Inc. was acquired by Archimed MedTech in October 2025.

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

    The Role of Shareholder Say-on-Pay Votes The Company provides its shareholders with the opportunity to cast an annual advisory, non-binding vote on executive compensation (a “say-on-pay proposal”), and subsequently evaluates these results and any feedback received by shareholders. At the 2025 annual meeting of shareholders, the Company’s say-on-pay proposal was supported by approximately 98% of the votes cast at the meeting, which we believe supports the Company’s “pay-for-performance” approach to executive compensation. The Committee evaluated the results of the vote and believes that the voting results over the course of the last several years (which has included 90% or greater approval votes at each of the Company’s last ten annual meetings of shareholders) affirm shareholders’ overall support of the Company’s approach to executive compensation. The Committee believes that its continued efforts to evolve the Company’s compensation programs towards policies viewed by institutional and other shareholders as aligning executive compensation with the interests of shareholders and good corporate governance are reflected in these recent vote results. In addition to responding to the input of shareholders, the Committee has also considered many other factors in designing and evaluating the Company’s executive compensation programs, including the alignment of our compensation programs with our corporate business objectives, periodic analysis of our programs by the compensation consultant, and an annual review of data versus a comparator group of peer companies. Each of these factors is evaluated in the context of the Committee members’ fiduciary duty to act as the directors determine to be in shareholders’ best interests. Each of these factors informed the Committee’s decisions regarding named executive officers’ compensation for 2025. The Committee will continue to consider feedback from shareholders, including the outcome of the Company’s say-on-pay proposal, when making future compensation decisions for the Named Executive Officers.

  35. Overview

    The Committee reviews annually what portion of the Section 16 officers and other ELT members’ total compensation should be in the form of salary, target annual cash bonus opportunity and long-term equity-based incentive compensation. The Committee believes that an appropriate mix of these elements, commensurate with our Executive Compensation Guiding Principles, will assist the Committee in meeting its compensation objectives. In addition, as further described below, we sometimes grant one-time bonuses and stock awards in connection with new hires and promotions, for retention, or special recognition purposes. As part of its decision-making process, the Committee reviews information setting forth all components of the compensation and benefits received by the Named Executive Officers. This information includes a specific review of dollar amounts for salary, target bonus opportunity, and long-term equity-based incentive compensation. The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation, and long-term equity incentive compensation award values at target) for Mr. Calafiore, our President and Chief Executive Officer, and the other Named Executive Officers for 2025. These charts illustrate that 89% of our President and Chief Executive Officer’s annual total target direct compensation and 79% of the other Named Executive Officers’ annual total target direct compensation was performance-based or variable.

  36. Short-term Cash Incentives – Performance-Based Annual Bonus Program

    Short-term Cash Incentives – Performance-Based Annual Bonus Program The Committee believes that a significant portion of the compensation for each Section 16 officer and other members of the ELT should be in the form of an annual performance-based cash bonus. These bonuses are provided through our annual cash incentive program, which seeks to align any payout to an executive with actual financial performance of the Company relative to certain pre-established financial and operational performance targets. The Committee is responsible for approving the annual bonus plan design every year. At the outset of each year, the Committee establishes target financial and operational performance goals and a range of performance around the target performance goals for which a bonus would be paid as described below. The plan design and associated performance metrics and goals (threshold, target, and maximum) are intended to support the Company's annual operating plan for the year. The Committee established and approved performance goals at the outset of 2025, which goals were based on (i) net sales, (ii) adjusted EBITDA, and (iii) adjusted free cash flow derived from the Company’s internal budget and financial forecast. The performance goals for our NEOs were based on companywide net sales weighted at 50%, companywide adjusted EBITDA weighted at 25%, and companywide adjusted free cash flow weighted at 25%. Adjusted EBITDA consists of EBITDA (defined as GAAP-derived net income from operations plus net interest expense, income tax expense, depreciation and amortization) net of credits or charges that were considered by the Committee at the time bonus targets were set to be outside of the normal ongoing operations of the Company and excludes share-based compensation expense. Adjusted free cash flow is a non-GAAP financial measure, consisting of net cash flows from operating activities (a GAAP measure), less capital expenditures (a GAAP measure), and excluding certain activities considered by the Committee, at the time bonus targets were set, to be outside of the normal ongoing operations of the Company. An executive could earn from 0% to 150% of his or her targeted bonus based upon actual performance measured against the range of established performance goals (the “Funded Amount”). An executive could further earn from 0% to 150% of the Funded Amount based on the Committee’s assessment of their individual performance and contributions during the plan year, for a total opportunity of no more than 225% of his or her target bonus amount. The Committee determined that no payouts would be made for performance below the 50% achievement threshold on any specific goal. Performance against the goals was measured and assessed by the Committee in February 2026. Each of the Committee members participated in and approved the assessment of performance against the goals. The table below outlines the threshold, target, and maximum performance goals relative to actual achievement for the financial performance metrics described above in 2025. Actual weighted performance for our NEOs in 2025 fell short of the target performance goals, which resulted in a lower than target payout, as illustrated in the table below, demonstrating the Committee’s commitment to its pay-for-performance philosophy.

  37. Short-term Cash Incentives – Performance-Based Annual Bonus Program

    | | WEIGHTING | PERFORMANCE GOALS/ACTUAL RESULTS (IN MILLIONS) | | | | | | | 2025 FINANCIAL | | | | | | | | | AND OPERATIONAL METRICS | | THRESHOLD 50% | TARGET 100% | MAXIMUM 150% | ACTUAL(2) | PERCENT ACHIEVEMENT | PERCENT FUNDING (3) | | Companywide Net Sales(1) | 50.0% | $818.1 | $838.2 | $863.4 | $804.0 | 95.9% | 0.0% | | Companywide Adjusted EBITDA(1)(2) | 25.0% | $84.0 | $88.4 | $95.4 | $86.6 | 98.1% | 92.7% | | Companywide Adjusted Free Cash Flow | 25.0% | $27.0 | $33.7 | $40.4 | $33.1 | 98.2% | 98.2% | | Total | 100.0% | | | | | | 47.7% |

  38. Short-term Cash Incentives – Performance-Based Annual Bonus Program

    | 33 | Orthofix Medical Inc. 2026 Proxy Statement |

  39. Short-term Cash Incentives – Performance-Based Annual Bonus Program

    (1) Committee approval of financial performance targets provided that actual results would be adjusted to eliminate the effect of subsequent currency fluctuations. The amounts shown in the table represent actual reported amounts as adjusted to reflect such pre-approved constant currency adjustments. (2) Adjusted EBITDA amounts shown include certain adjustments for the impact of tariffs on our business. (3) The weighted percent achievement based on these metrics resulted in a payout of 47.7% for each of our NEOs. No post-performance adjustments were made to the weighted percent achievement as computed by the applicable formula.

  40. Aggregate Payouts

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

  41. Aggregate Payouts

    | NAME | 2025 SALARY AMOUNT(1) | TARGET BONUS PERCENTAGE OF SALARY | WEIGHTED PERCENT ACHIEVEMENT | INDIVIDUAL MODIFIER | TOTAL ANNUAL INCENTIVE PLAN BONUS | | Massimo Calafiore | $849,207 | 110% | 47.7% | 100.0% | $445,579 | | Julie Andrews | $488,937 | 70% | 47.7% | 100.0% | $163,256 | | J. Andrés Cedrón | $483,792 | 70% | 47.7% | 100.0% | $161,538 | | Patrick Fisher | $463,205 | 70% | 47.7% | 100.0% | $154,664 | | Aviva McPherron | $447,763 | 70% | 47.7% | 100.0% | $149,508 |

  42. Aggregate Payouts

    (1) Reflects bonus-eligible salary based on service during the plan year. Payouts to the Named Executive Officers under the annual incentive program are reflected in column (g) of the “Summary Compensation Table.”

  43. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives

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

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

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

    | 34 | Orthofix Medical Inc. 2026 Proxy Statement |

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

    For the 2025 annual equity-based grant, 50% of the award value was delivered through performance-based restricted stock units ("PSUs"), 25% was delivered through time-based stock options, and the remaining 25% was delivered through restricted stock units with time-based vesting ("RSUs").

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

    | | PSUs | RSUs | Options | | Value Weighting | 50% | 25% | 25% | | Performance Conditions | Achievement of Adjusted EBITDA Margin and Revenue Growth targets over the vesting term | Service through vesting | Stock price appreciation, and Service through vesting | | Term/Length | N/A | N/A | Seven years | | Vesting | Cliff vest after three years to the extent earned upon certification of results | Vest in three equal installments on the first, second, and third anniversaries of the grant date | Vest in three equal installments on the first, second, and third anniversaries of the grant date |

  48. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units In 2025, the Committee granted 50% of executives’ respective total annual long-term incentive award value in the form of PSUs. The Committee redesigned the 2025 PSU award by replacing the relative TSR metric (total shareholder return, calculated as the change in stock price plus dividends, assuming reinvestment) with financial performance metrics focused on profitability and revenue, to more closely align executive compensation with the Company’s financial performance and shareholder value creation. The PSUs have been structured so that they are earned based on weighted achievement of annual adjusted EBITDA margin and revenue growth targets during a three-year performance period following the date of grant. The adjusted EBITDA margin and revenue growth targets are aligned to the Company's long-range plan and weighted 70% and 30%, respectively. There were no PSU vesting events in 2025. As all NEOs joined the Company in 2024, their initial PSU awards are scheduled to vest in 2027, subject to the applicable relative TSR metric. Vesting can range from 0% to 200% of the target, based on the achievement of performance goals. Generally, if an executive voluntarily ceases employment without “good reason” or “qualified retirement” eligibility prior to the end of the three-year performance period, the entire award is forfeited. Upon vesting, the net shares may be subject to certain holding requirements under the Company’s Stock Ownership Guidelines.

  49. Time-Based Restricted Stock Units and Stock Options

    Time-Based Restricted Stock Units and Stock Options In 2025, the Committee granted executives 25% of their respective annual long-term incentive award in the form of RSUs and 25% in the form of stock options. The stock options granted in 2025 were intended primarily to support retention and maintain balance in the executives’ overall equity compensation. No performance-based stock options were granted in 2025. By contrast, performance-based options were granted in 2024 in connection with the commencement of the executives’ employment and were designed to align compensation with significant stock price appreciation, requiring the stock price to reach at least 150% of the grant-date price for vesting. Under the Company’s existing arrangements with executives, the unvested portion of any RSU or stock option grant is forfeited if the executive voluntarily ceases employment prior to vesting without “good reason.” In the event that the executive is terminated by the Company with “cause,” any remaining unvested portion of the grant is forfeited. In the event that the executive is terminated by the Company without “cause” or terminates employment for “good reason,” a portion of the award vests on an accelerated basis (unless such termination of employment occurs within 24 months following “change in control,” in which case the entire award vests on an accelerated basis). In the event the executive dies or suffers a long-term disability, the full grant vests. In all of the foregoing circumstances, vested stock options are subject to a limited post-employment exercise period, which ranges from 3 to 36 months depending on the circumstance. In the case of stock options held by employees who remain continuously employed, the options typically expire and are no longer exercisable 7 years from the grant date, based on the Company’s standard grant agreement.

  50. Time-Based Restricted Stock Units and Stock Options

    | 35 | Orthofix Medical Inc. 2026 Proxy Statement |

  51. Time-Based Restricted Stock Units and Stock Options

    Upon vesting of RSUs or exercise of stock options, the net shares may be subject to certain holding requirements under the Company’s Stock Ownership Guidelines.

  52. Equity Award Approval Process

    Equity Award Approval Process The Committee approved the value-based equity awards for all Section 16 officers and other members of the ELT employed as of the grant date. These equity incentive awards were granted effective March 3, 2025. The number of shares/units underlying each award (and the exercise price for stock options) were based on the closing price of the Company’s common stock on such effective date. Generally, the Committee approves the form and grant date fair value amount of annual equity incentive grants at meetings held in December, January or February, with the effective dates of the grants (including the determination of the number of shares subject to awards and the exercise price of stock options, which in each case are based on the closing price of the Company’s common stock on the grant effective date) occurring as of a later date when the Company’s insider trading window for executives is open. In the event that grants become effective at a time when the Company’s insider trading window is closed, the Committee does not seek to affect the value of grants by timing them in relation to the release or non-release of material nonpublic information. During 2025, the Company did not grant stock options to any of its NEOs in any period beginning four business days prior to, and ending one business day after, the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that disclosed material non-public information.

  53. Governance of Executive Compensation

    | | CHIEF EXECUTIVE OFFICER | OTHER EXECUTIVE OFFICERS | NON-EMPLOYEE DIRECTORS | | Ownership requirement compared to base salary / annual cash retainer | 5x | 2x | 5x | | Equity that Qualifies as Ownership: | | | | | Common stock held | Yes | Yes | Yes | | Unvested time-based vesting restricted stock units | Yes | Yes | Yes | | Vested but unsettled time-based vesting restricted stock units(1) | Yes | Yes | Yes | | Unvested performance stock units | No | No | No | | Unvested stock options | No | No | No | | Vested and/or exercisable stock options, including in-the-money options | No | No | No | | Outstanding contributions to the stock purchase plan | Yes | Yes | Yes |

  54. Governance of Executive Compensation

    (1) Inclusive of deferred stock units granted to directors. The guidelines also include a 5-year phase-in period from the date of appointment or election, as applicable, and progress towards meeting and maintaining these amounts is measured periodically. Subject to phase-in periods for recent appointments, all executive officers and directors are in compliance with the policy at the present time. • Independent Report Supports Committee’s Risk Assessment — The Committee annually assesses whether the Company's compensation policies and practices encourage imprudent risk taking or are reasonably likely to have a material adverse effect on the Company. At the Committee’s request, the compensation consultant annually delivers a compensation-based risk assessment report. This report assesses potential risk that may be present in the design or administration of the Company’s compensation program. The most recent report, delivered by Meridian in early 2025, found that the compensation program aligns overall with shareholder interests, rewards performance, and does not promote unnecessary or excessive risk. • Hedging and Pledging — Under the Company’s Corporate Governance Guidelines, all directors, executive officers, and certain employees considered “insiders” are prohibited from engaging in hedging transactions involving the Company’s common stock, including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, all such persons are prohibited from holding the Company’s common stock in a margin account or otherwise pledging such shares as collateral for a loan. • Use of Independently Prepared Competitive Assessments — The Committee engages an independent compensation consultant to prepare an executive compensation competitiveness assessment that benchmarks our program against (i) companies in our industry peer group and (ii) other compensation survey data. The Committee takes these results into consideration (among other factors) in making executive compensation program decisions. Compensation Recovery (Clawback) Policy — Awards made under our long-term incentive plan are subject to our compensation recovery, or “clawback” policy, which applies to all of our executive officers. The policy applies if we are required to prepare an accounting restatement due to Orthofix's material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would

  55. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by or paid to the Named Executive Officers for each of the last three fiscal years during which each individual served as a Named Executive Officer.

  56. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION(1) | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Massimo Calafiore - President and | 2025 | 848,322 | — | 4,499,988 | 1,500,009 | 445,579 | 16,141(5) | 7,310,039 | | Chief Executive Officer | 2024 | 793,269 | — | 6,558,979 | 2,013,237 | 926,558 | 337,911(6) | 10,629,954 | | Julie Andrews - Chief Financial Officer | 2025 | 488,428 | — | 1,762,507 | 587,502 | 163,256 | 16,151(7) | 3,017,844 | | | 2024 | 447,596 | — | 1,574,174 | 483,307 | 339,483 | 323,051(8) | 3,167,611 | | J. Andrés Cedrón - Chief Legal Officer | 2025 | 483,287 | — | 900,008 | 300,001 | 161,538 | 213,130(9) | 2,057,964 | | | 2024 | 325,385 | — | 1,311,792 | 390,685 | 335,909 | 879(10) | 2,364,650 | | Patrick Fisher - President, Global Biologics and Limb Reconstruction | 2025 | 462,721 | 150,000(4) | 749,990 | 250,005 | 154,664 | 29,526(11) | 1,796,906 | | Aviva McPherron - President, Global Operations and Quality | 2025 | 447,297 | — | 900,008 | 300,001 | 149,508 | 15,104(12) | 1,811,906 |

  57. Summary Compensation Table

    (1) Reflects titles and positions held during, or for a portion of, the 2025 calendar year. (2) Amounts shown do not reflect compensation actually received. Instead, the amounts shown are the aggregate grant date fair value of equity awards, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). (3) Amounts shown reflect cash bonuses paid in 2026 and 2025 for performance in 2025 and 2024, respectively, pursuant to our annual incentive program. Our annual incentive program with respect to the 2025 fiscal year, including the Committee’s criteria for determining the amounts awarded in 2026, are described above under “Compensation Discussion and Analysis – Elements of Executive Compensation – Cash Performance-Based Incentives – Annual Incentive Program.” (4) Includes a $150,000 signing bonus paid in connection with Mr. Fisher's commencement of employment with the Company. (5) Includes $13,800 for 401(k) matching, $1,341 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, and $1,000 for employer funded health savings account (“HSA”). (6) Includes $297,422 for relocation expenses, $25,000 for reimbursement of tax preparation and legal fees, $13,800 for 401(k) matching, and $1,689 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance. (7) Includes $13,800 for 401(k) matching, $1,341 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, $1,000 for employer funded HSA and $10 for gift cards. (8) Includes $307,107 for relocation expenses, $13,800 for 401(k) matching, $1,727 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, and $417 for employer funded HSA. (9) Includes $198,301 for relocation expenses, $13,800 for 401(k) matching, and $1,029 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance. (10) $879 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance. (11) Includes $13,800 for 401(k) matching, $13,385 for relocation expense $1,341 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, and $1,000 for employer funded HSA. (12) Includes $13,800 for 401(k) matching, $1,005 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, and $299 for gift cards.

  58. Summary Compensation Table

    | 41 | Orthofix Medical Inc. 2026 Proxy Statement |

  59. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding plan-based awards that were granted to the Named Executive Officers during the fiscal year ended December 31, 2025.

  60. Grants of Plan-Based Awards

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | | | | | NAME | GRANT DATE | THRESHOLD ($)(1) | TARGET ($)(1) | MAXIMUM ($)(1) | THRESHOLD (#)(2) | TARGET (#)(2) | MAXIMUM (#)(2) | All Other Stock Awards (#)(3) | ALL OTHER OPTION AWARDS (#)(3) | EQUITY EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | Massimo | | 467,064 | 934,128 | 1,401,192 | — | — | — | — | — | — | — | | Calafiore | 3/3/2025 | — | — | — | — | 176,678 | 353,356 | — | — | — | 2,999,992 | | | 3/3/2025 | — | — | — | — | — | — | 88,339 | — | — | 1,499,996 | | | 3/3/2025 | — | — | — | — | — | — | | 209,541 | 16.98 | 1,500,009 | | Julie | | 171,128 | 342,256 | 513,384 | — | — | — | — | — | — | — | | Andrews | 3/3/2025 | — | — | — | — | 69,199 | 138,398 | — | — | — | 1,174,999 | | | 3/3/2025 | — | — | — | — | — | — | 34,600 | — | — | 587,508 | | | 3/3/2025 | — | — | — | — | — | — | — | 82,070 | 16.98 | 587,502 | | J. Andrés | | 169,327 | 338,654 | 507,981 | — | — | — | — | — | — | — | | Cedrón | 3/3/2025 | — | — | — | — | 35,336 | 70,672 | — | — | — | 600,005 | | | 3/3/2025 | — | — | — | — | — | — | 17,668 | — | — | 300,003 | | | 3/3/2025 | — | — | — | — | — | — | — | 41,908 | 16.98 | 300,001 | | Patrick | | 162,122 | 324,243 | 486,365 | — | — | — | — | — | — | — | | Fisher | 3/3/2025 | — | — | — | — | 29,446 | 58,892 | — | — | — | 499,993 | | | 3/3/2025 | — | — | — | — | — | — | 14,723 | — | — | 249,997 | | | 3/3/2025 | — | — | — | — | — | — | — | 34,924 | 16.98 | 250,005 | | Aviva | | 156,717 | 313,434 | 470,151 | — | — | — | — | — | — | — | | McPherron | 3/3/2025 | — | — | — | — | 35,336 | 70,672 | — | — | — | 600,005 | | | 3/3/2025 | — | — | — | — | — | — | 17,668 | — | — | 300,003 | | | 3/3/2025 | — | — | — | — | — | — | — | 41,908 | 16.98 | 300,001 |

  61. Grants of Plan-Based Awards

    (1) Amounts shown represent the threshold, target and maximum amounts that could have been earned for fiscal year 2025 by each Named Executive Officer under our annual performance-based incentive compensation program. The actual amounts earned by each Named Executive Officer are included in the fiscal year 2025 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above and discussed under “—Compensation Discussion and Analysis—Elements of Executive Compensation—Cash Performance-Based Incentives – Annual Incentive Program” above. (2) Amounts shown represent the threshold, target and maximum amounts in shares earned based on performance if the threshold, target or maximum performance goals are achieved over the three-year performance period beginning on January 1, 2025. (3) Represents awards of time-based vesting restricted stock units and time-based vesting stock options granted under the 2012 LTIP, for Mr. Calafiore, Ms. Andrews, Mr. Fisher and Ms. McPherron and under the SeaSpine 2015 Plan for Mr. Cedrón on March 3, 2025 (subject to certain acceleration provisions, as discussed under “—Potential Payments upon Termination or Change in Control” below). (4) Amounts shown reflect the grant date fair value of equity awards, as computed in accordance with ASC 718.

  62. Grants of Plan-Based Awards

    | 42 | Orthofix Medical Inc. 2026 Proxy Statement |

  63. Outstanding Equity Awards At Fiscal Year-End

    Outstanding Equity Awards At Fiscal Year-End The following table provides information about the number of outstanding equity awards held by the Named Executive Officers at December 31, 2025.

  64. Outstanding Equity Awards At Fiscal Year-End

    | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE (1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (2) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Massimo | — | 153,536(3) | 13.29 | 1/8/2031 | — | — | — | — | | Calafiore | — | 175,469(3) | 13.29 | 1/8/2031 | — | — | — | — | | | — | 209,541(4) | 16.98 | 3/3/2032 | — | — | — | — | | | — | — | — | — | 43,893(5) | 665,418 | — | — | | | — | — | — | — | 50,164(5) | 760,486 | — | — | | | — | — | — | — | 88,339(6) | 1,339,219 | — | — | | | — | — | — | — | — | — | 263,356(7) | 1,996,238 | | | — | — | — | — | — | — | 300,978(7) | 2,281,413 | | | — | — | — | — | — | — | 176,678(8) | 2,678,438 | | Julie | — | 76,878(9) | 13.65 | 1/15/2031 | — | — | — | — | | Andrews | — | 82,070(4) | 16.98 | 3/3/2032 | — | — | — | — | | | — | — | — | — | 21,979(10) | 333,202 | — | — | | | — | — | — | — | 34,600(6) | 524,536 | — | — | | | — | — | — | — | — | | 131,868(7) | 999,559 | | | — | — | — | — | — | | 69,199(8) | 1,049,057 | | J. Andrés | — | 64,817(11) | 13.09 | 4/15/2031 | — | — | — | — | | Cedrón | — | 41,908(4) | 16.98 | 3/3/2032 | — | — | — | — | | | — | — | — | — | 19,099(12) | 289,541 | — | — | | | — | — | — | — | 17,668(6) | 267,847 | — | — | | | — | — | — | — | — | — | 114,592(7) | 868,607 | | | — | — | — | — | — | — | 35,336(8) | 535,694 | | Patrick | — | 35,195(13) | 16.32 | 8/15/2031 | — | — | — | — | | Fisher | — | 34,924(4) | 16.98 | 3/3/2032 | — | — | — | — | | | — | — | — | — | 10,213(14) | 154,829 | — | — | | | — | — | — | — | 14,723(6) | 223,201 | — | — | | | — | — | — | — | — | — | 61,274(7) | 464,457 | | | — | — | — | — | — | — | 29,446(8) | 446,401 | | Aviva | 34,318 | 34,320(15) | 12.57 | 6/17/2031 | — | — | — | — | | McPherron | — | 41,908(4) | 16.98 | 3/3/2032 | — | — | — | — | | | — | — | — | — | 19,889(16) | 301,517 | — | — | | | — | — | — | — | 17,668(6) | 267,847 | — | — | | | — | — | — | — | — | — | 119,332(7) | 904,537 | | | — | — | — | — | — | — | 35,336(8) | 535,694 |

  65. Outstanding Equity Awards At Fiscal Year-End

    (1) All options listed in this column were exercisable as of December 31, 2025. (2) All options listed in this column were not exercisable as of December 31, 2025. (3) These options vest upon the later of (i) the date on which the average closing price of the Company’s stock over a consecutive thirty (30) calendar day period has been equal to or greater than 150% of the option price and (ii) the date or dates on which the applicable service-based conditions are met. The service conditions are met one-third on January 8, 2025, and the remaining two-thirds are subject to vesting in eight substantially equal quarterly installments thereafter. (4) One-third of these options are subject to vesting on each of March 3, 2026, 2027 and 2028. (5) One-half of these unvested restricted stock units are subject to vesting on each of January 8, 2026 and 2027. (6) One-third of these unvested restricted stock units are subject to vesting on each of March 3, 2026, 2027 and 2028. (7) These unvested performance-based stock units are subject to vesting on January 7, 2027. The amount shown represents vesting at 200% achievement. (8) These unvested performance-based stock units are subject to vesting on March 3, 2028. The amount shown represents vesting at 100% achievement. See discussion under “Compensation Discussion and Analysis – Elements of Executive Compensation – Long-Term Equity-Based Incentives – Performance-Based Restricted Stock Units” above. (9) These options vest upon the later of (i) the date on which the average closing price of the Company’s stock over a consecutive thirty (30) calendar day period has been equal to or greater than 150% of the option price and (ii) the date or dates on which the applicable service-based conditions are met. The service conditions are met one-third on January 15, 2025, and the remaining two-thirds are subject to vesting in eight substantially equal quarterly installments thereafter. (10) One-half of these unvested restricted stock units are subject to vesting on each of January 15, 2026 and 2027.

  66. Outstanding Equity Awards At Fiscal Year-End

    | 43 | Orthofix Medical Inc. 2026 Proxy Statement |

  67. Outstanding Equity Awards At Fiscal Year-End

    (11) These options vest upon the later of (i) the date on which the average closing price of the Company’s stock over a consecutive thirty (30) calendar day period has been equal to or greater than 150% of the option price and (ii) the date or dates on which the applicable service-based conditions are met. The service conditions are met one-third on April 15, 2025, and the remaining two-thirds are subject to vesting in eight substantially equal quarterly installments thereafter. (12) One-half of these unvested restricted stock units are subject to vesting on each of April 15, 2026 and 2027. (13) These options vest upon the later of (i) the date on which the average closing price of the Company’s stock over a consecutive thirty (30) calendar day period has been equal to or greater than 150% of the option price and (ii) the date or dates on which the applicable service-based conditions are met. The service conditions are met one-third on August 15, 2025, and the remaining two-thirds are subject to vesting in eight substantially equal quarterly installments thereafter. (14) One-half of these unvested restricted stock units are subject to vesting on each of August 15, 2026 and 2027. (15) These options vest upon the later of (i) the date on which the average closing price of the Company’s stock over a consecutive thirty (30) calendar day period has been equal to or greater than 150% of the option price and (ii) the date or dates on which the applicable service-based conditions are met. The service conditions are met one-third on June 17, 2025, and the remaining two-thirds are subject to vesting in eight substantially equal quarterly installments thereafter. (16) One-half of these unvested restricted stock units are subject to vesting on each of June 17, 2026 and 2027. For a summary of our standard option agreements, see “Compensation Discussion and Analysis – Elements of Executive Compensation – Long-Term Equity-Based Incentives.”

  68. Outstanding Equity Awards At Fiscal Year-End

    | 44 | Orthofix Medical Inc. 2026 Proxy Statement |

  69. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about the number of shares issued (i) upon option exercises, and the value realized upon exercise, or (ii) upon the vesting of restricted stock/restricted stock units, and the value realized upon vesting, by the Named Executive Officers during fiscal 2025.

  70. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards or Units | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Massimo Calafiore | — | — | 47,027 | 802,751 | | Julie Andrews | — | — | 10,988 | 192,400 | | J. Andrés Cedrón | — | — | 9,549 | 128,721 | | Patrick Fisher | — | — | 5,106 | 71,586 | | Aviva McPherron | — | — | 9,944 | 108,688 |

  71. Option Exercises and Stock Vested

    (1) Value realized on exercise calculated based on the difference between the closing price of our common stock on the date of exercise and the option exercise price, multiplied by the number of shares exercised. (2) Value realized on vesting is determined by multiplying the number of vested shares/units by the closing price of our common stock on the vesting date.

  72. Option Exercises and Stock Vested

    | 45 | Orthofix Medical Inc. 2026 Proxy Statement |

  73. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  74. Potential Payments to Named Executive Officers

    Potential Payments to Named Executive Officers

  75. 2025 Potential Payments Upon Termination or Change in Control

    2025 Potential Payments Upon Termination or Change in Control The following table reflects the estimated payments and benefits that would be provided to each of Mr. Calafiore, Ms. Andrews, Mr. Cedrón, Mr. Fisher and Ms. McPherron, upon his or her termination or upon a change in control pursuant to the terms of his or her respective change in control and severance agreement and related equity award agreements. For purposes of this table, we assume that the triggering event took place on December 31, 2025, and the price per share of our common stock was $15.16, the closing market price as of that date. For any triggering event that presupposes a change in control, we assume a change in control has so occurred.

  76. 2025 Potential Payments Upon Termination or Change in Control

    | NAME | TRIGGERING EVENT | LUMP SUM SEVERANCE PAYMENT ($) | VALUE OF STOCK- BASED RIGHTS ($) | VALUE OF WELFARE BENEFITS ($) | FEES AND EXPENSES OF OUT-PLACEMENT FIRM ($) | TOTAL ($) | | Massimo Calafiore | Termination for death or disability | 2,689,707 | 10,336,451(1) | 54,324 | 18,750 | 13,099,232 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 2,689,707 | 7,859,235(2) | 54,324 | 18,750 | 10,622,016 | | | Termination for death, disability, good reason or without cause during a change in control period | 3,586,276 | 12,731,937(3) | 54,324 | 25,000 | 16,397,537 | | Julie Andrews | Termination for death or disability | 835,763 | 3,022,440(1) | 23,124 | 12,500 | 3,893,827 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 835,763 | 1,683,096(2) | 23,124 | 12,500 | 2,554,483 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,253,645 | 3,582,194(3) | 23,124 | 18,750 | 4,877,713 | | J. Andrés Cedrón | Termination for death or disability | 826,965 | 2,095,860(1) | 39,732 | 12,500 | 2,975,057 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 826,965 | 1,197,165(2) | 39,732 | 12,500 | 2,076,362 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,240,448 | 2,582,280(3) | 39,732 | 18,750 | 3,881,210 | | Patrick Fisher | Termination for death or disability | 791,775 | 1,288,888(1) | 36,216 | 12,500 | 2,129,379 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 791,775 | 605,367(2) | 36,216 | 12,500 | 1,445,858 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,187,663 | 1,548,984(3) | 36,216 | 18,750 | 2,791,613 | | Aviva McPherron | Termination for death or disability | 765,383 | 2,098,484(1) | 11,556 | 12,500 | 2,887,923 | | | Termination for cause or voluntary termination | — | — | — | — | — | | | Termination for good reason or without cause | 765,383 | 1,168,589(2) | 11,556 | 12,500 | 1,958,028 | | | Termination for death, disability, good reason or without cause during a change in control period | 1,148,075 | 2,605,024(3) | 11,556 | 18,750 | 3,783,405 |

  77. 2025 Potential Payments Upon Termination or Change in Control

    (1) In the event of a termination for death or disability, the executive would receive acceleration of all time-based restricted stock units and stock options, and outstanding performance stock units would be deemed vested and achieved at target levels. Amount in table reflects the value of all such accelerated shares (which in the case of stock options, is based on spread value) as of December 31, 2025. (2) In the event of a termination for good reason or without cause, the executive would receive partial acceleration of all time-based restricted stock units and stock options, and outstanding performance stock units would be deemed vested on a pro-rata basis and achieved at the greater of the percentage achievement that the awards were on pace to achieve as of the termination date or as of the end of the performance period. Amount in table reflects the value of all such accelerated shares (which in the case of stock options, is based on spread value) as of December 31, 2025. (3) Under the Company’s performance stock unit agreements, in the event of a change in control, (i) performance goals will be deemed achieved at the greater of target or the percentage achievement that the awards were on pace to achieve as of the consummation of the change in control, and (ii) if such awards are assumed or continued in connection with the change in control, the awards become time-based awards that vest upon (x) the executive’s continued service through the end of the original performance period or (y) the executive’s earlier death, disability, termination by the Company without cause or termination by the executive for good reason. The amounts shown in the table therefore show the value of these awards if performance goals were achieved at target, which would occur under the terms of the awards in the event of a change in control assuming that a change in control occurred at a time when awards were tracking below target levels. Further, as a result of the merger with SeaSpine on January 5, 2023, all outstanding PSUs were converted to time-based RSUs at target, which vest over the previously defined performance period.

  78. 2025 Potential Payments Upon Termination or Change in Control

    | 48 | Orthofix Medical Inc. 2026 Proxy Statement |

  79. Pay Ratio Disclosure

    Pay Ratio Disclosure The Company is required to disclose in its proxy statement the annual total compensation of the median-compensated employee of, generally, all Company employees (excluding its Chief Executive Officer), the annual total compensation of its Chief Executive Officer, and the ratio of the Chief Executive Officer’s compensation to the median employee’s compensation. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected the median employee in 2023 based on an analysis of full-time, part-time, temporary and seasonal workers employed by the Company or any of its consolidated subsidiaries as of December 31, 2023. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $7,310,039. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $90,363.00. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for fiscal year 2025 was 81 to 1.

  80. Pay Ratio Disclosure

    | 49 | Orthofix Medical Inc. 2026 Proxy Statement |

  81. Pay Versus Performance

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

  82. Pay Versus Performance

    | | SUMMARY COMPEN- SATION TABLE | SUMMARY COMPEN- SATION TABLE | SUMMARY COMPEN- SATION TABLE | SUMMARY COMPEN- SATION TABLE | COMPEN- SATION ACTUALLY | COMPEN- SATION ACTUALLY | COMPEN- SATION ACTUALLY | COMPEN- SATION ACTUALLY | AVERAGE SUMMARY COMPEN- SATION TOTAL FOR TABLE | AVERAGE COMPEN- SATION ACTUALLY PAID TO | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: 4 | | | COMPANY- | | YEAR | TOTAL FOR PEO 1¹ ($) | TOTAL FOR PEO 2¹ ($) | TOTAL FOR PEO 3¹ ($) | TOTAL FOR PEO 4¹ ($) | PAID TO PEO 1¹˒²˒³ ($) | PAID TO PEO 2¹˒²˒³ ($) | PAID TO PEO 3¹˒²˒³ ($) | PAID TO PEO 4¹˒²˒³ ($) | NON-PEO NEOS 1 ($) | NON-PEO NEOS 1,2,3 ($) | TSR ($) | Peer Group TSR ($) | NET INCOME ($ MILLIONS) | WIDE NET SALES⁵ ($ MILLIONS) | | (a) | (b) | (b) | (b) | | (c) | (c) | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | — | — | 0 | 7,310,039 | — | — | — | 3,281,004 | 2,171,158 | 1,240,060 | 35.27 | 103.59 | -92.19 | 822.31 | | 2024 | — | — | 41,804 | 10,629,953 | — | — | 94,783 | 14,627,008 | 2,690,777 | 3,049,603 | 37.81 | 150.42 | -126.00 | 799.49 | | 2023 | 15,628,123 | 6,484,267 | 2,615,890 | — | 2,339,023 | (1,199,925) | 2,578,673 | — | 2,275,647 | 521,034 | 29.19 | 130.16 | -151.40 | 746.64 | | 2022 | 6,316,051 | — | — | — | 5,003,168 | — | — | — | 2,133,026 | 1,363,185 | 44.46 | 120.91 | -19.75 | 460.71 | | 2021 | 5,340,865 | — | — | — | 723,446 | — | — | — | 1,791,220 | 673,740 | 67.32 | 169.55 | -38.38 | 464.48 |

  83. Pay Versus Performance

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

  84. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Douglas C. Rice | Douglas C. Rice | Geoffrey C. Gillespie | Julie Andrews | Julie Andrews | | Kimberley A. Elting | Kimberley A. Elting | Kimberley A. Elting | J. Andrés Cedrón | J. Andrés Cedrón | | Kevin J. Kenny | Kevin J. Kenny | Kevin J. Kenny | Geoffrey C. Gillespie | Patrick Fisher | | Paul W. Gonsalves | Paul W. Gonsalves | John Bostjancic | Max Reinhardt | Aviva McPherron | | | | Douglas C. Rice | Lucas Vitale | | | | | Puja Leekha | Kimberley A. Elting | | | | | Patrick L. Keran | | |

  85. Pay Versus Performance

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

  86. Pay Versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 4 ($) | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR PEO 4 ($) | INCLUSION OF EQUITY VALUES FOR PEO 4 ($) | COMPENSATION ACTUALLY PAID TO PEO 4 ($) | | 2025 | 7,310,039 | (5,999,997) | 1,970,962 | 3,281,004 |

  87. Pay Versus Performance

    | 50 | Orthofix Medical Inc. 2026 Proxy Statement |

  88. Pay Versus Performance

    | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR NON-PEO NEOS ($) | AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | | 2025 | 2,171,158 | (1,437,506) | 506,408 | 1,240,060 |

  89. Pay Versus Performance

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

  90. Pay Versus Performance

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 4 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 4 ($) | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 4 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 4 ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 4 ($) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE INCLUDED FOR PEO 4 ($) | TOTAL - INCLUSION OF EQUITY VALUES FOR PEO 4 ($) | | 2025 | 3,394,888 | (1,408,408) | — | (15,518) | — | — | 1,970,962 |

  91. Pay Versus Performance

    | YEAR | AVERAGE YEAR- END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON- PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR NON-PEO NEOS ($) | AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE INCLUDED FOR NON-PEO NEOS ($) | TOTAL - AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | | 2025 | 813,358 | (240,475) | — | (66,475) | — | — | 506,408 |

  92. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the NASDAQ Stocks Surgical, Medical and Dental Instruments Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Stocks Surgical, Medical and Dental Instruments Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined companywide net sales to be the most important financial performance measure used to link Company performance to “Compensation Actually Paid” to our NEOs in 2025. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  93. Relationship between “Compensation Actually Paid” and Performance

    Relationship between “Compensation Actually Paid” and Performance The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEO and the average of the “Compensation Actually Paid” to our Non-PEO NEOs to our net income.

  94. Relationship between “Compensation Actually Paid” and Performance

    | 52 | Orthofix Medical Inc. 2026 Proxy Statement |

  95. Relationship between “Compensation Actually Paid” and Performance

    The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to the TSR performance of our common stock and the TSR performance of the Peer Group. The TSR performance amounts in the graph assume that $100 was invested beginning on December 31, 2020 and that all distributions or dividends were reinvested, where applicable. The following graph shows the relationship of “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to companywide net sales.

  96. Relationship between “Compensation Actually Paid” and Performance

    | 53 | Orthofix Medical Inc. 2026 Proxy Statement |

  97. Director Compensation

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

  98. Non-Employee Director Compensation Program and Guiding Principles

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

  99. Director Compensation Table

    Director Compensation Table The following table provides information regarding the 2025 compensation of our non-employee directors.

  100. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | RESTRICTED STOCK UNIT AWARDS (NUMBER OF SHARES GRANTED)(1) | GRANT DATE FAIR VALUE OF RESTRICTED STOCK AWARDS ($)(2) | OPTION AWARDS(1) | GRANT DATE FAIR VALUE OF OPTION AWARDS($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Michael M. Finegan | 150,000 | 26,087(3) | 270,000 | — | — | — | 420,000 | | Alan L. Bazaar | 75,000 | 18,841(3) | 195,004 | — | — | — | 270,004 | | Wayne Burris | 90,000 | 18,841(3) | 188,410 | — | — | — | 278,410 | | Vickie L. Capps | 41,875 | 21,934(4) | 247,895 | 35,270(5) | 300,002 | — | 589,771 | | Jason M. Hannon | 90,000 | 18,841(3) | 195,004 | — | — | — | 285,004 | | John B. Henneman, III | 90,000 | 18,841(3) | 195,004 | — | — | — | 285,004 | | Charles R. Kummeth | 90,000 | 18,841(3) | 195,004 | — | — | — | 285,004 | | Shweta S. Maniar | 75,000 | 18,841(3) | 195,004 | — | — | — | 270,004 | | Michael E. Paolucci | 75,000 | 18,841(3) | 195,004 | — | — | — | 270,004 |

  101. Director Compensation Table

    (1) This column shows the number of shares subject to deferred stock units granted during 2025. (2) Amounts shown reflect the grant date fair value of equity awards, as computed in accordance with ASC 718. (3) Represents an annual grant of deferred stock units subject to vesting on the earlier of June 30, 2026, or the date of the Annual Meeting. (4) Represents an appointment grant of 3,093 deferred stock units on March 11, 2025 that vested on June 18, 2025, and an annual grant of 18,841 deferred stock units on June 18, 2025 subject to vesting on the earlier of June 30, 2026, or the date of the Annual Meeting. (5) Represents an appointment grant subject to vesting one-fourth annually on each of March 11, 2026, 2027, 2028 and 2029. The following table shows the number of shares of common stock subject to (1) outstanding and unexercised stock options, and (2) outstanding deferred stock units held by each of the non-employee directors serving during 2025 as of December 31, 2025.

  102. Director Compensation Table

    | DIRECTOR | NUMBER OF SHARES SUBJECT TO OUTSTANDING STOCK OPTIONS AS OF 12/31/25 | NUMBER OF SHARES SUBJECT TO OUTSTANDING DEFERRED STOCK UNITS AS OF 12/31/25 | | Michael M. Finegan | 47,652 | 55,805 | | Alan L. Bazaar | 47,652 | 42,929 | | Wayne Burris | 47,652 | 44,156 | | Vickie L. Capps | 35,270 | 21,934 | | Jason M. Hannon | 24,701 | 63,631 | | John B. Henneman, III | 7,400 | 48,347 | | Charles R. Kummeth | 47,652 | 42,343 | | Shweta S. Maniar | — | 48,347 | | Michael E. Paolucci | 30,000 | 73,541 |

  103. Director Compensation Table

    | 55 | Orthofix Medical Inc. 2026 Proxy Statement |

  104. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Bylaws provide that the Board shall consist of not less than six and no more than fifteen directors, the exact number to be determined from time to time by resolution of the Board. We have nominated our ten current directors, Mr. Calafiore, Ms. Capps, Mr. Bazaar, Mr. Burris, Mr. Finegan, Mr. Hannon, Mr. Henneman, Mr. Kummeth, Ms. Maniar, and Mr. Paolucci, to stand for election at the Annual Meeting for a one-year term expiring at the 2027 annual meeting of shareholders and/or until their successors have been elected. Our director nominees are listed in the table below. The committee composition reflected in the table below represents committee composition as of the date of this proxy statement.

  105. Proposal 1: Election of Directors

    | NAME | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT AND FINANCE COMMITTEE | COMPENSATION AND TALENT DEVELOPMENT COMMITTEE | COMPLIANCE AND ETHICS COMMITTEE | NOMINATING, GOVERNANCE AND SUSTAINABILITY COMMITTEE | | Alan L. Bazaar | 56 | 2023 |  |  |  | | | | Wayne Burris | 71 | 2021(1) |  | Chair | | |  | | Massimo Calafiore | 54 | 2024 | | | | | | | Vickie L. Capps | 64 | 2025 |  |  |  | | | | Michael M. Finegan | 62 | 2023 |  | | |  | | | Jason M. Hannon | 54 | 2020 |  | |  | Chair | | | John B. Henneman, III | 64 | 2023(2) |  |  | | | Chair | | Charles R. Kummeth | 65 | 2023 |  | | Chair | |  | | Shweta S. Maniar | 42 | 2023(3) |  |  | |  | | | Michael E. Paolucci | 66 | 2016 |  | |  | |  |

  106. Proposal 1: Election of Directors

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

  107. Proposal 1: Election of Directors

    | 57 | Orthofix Medical Inc. 2026 Proxy Statement |

  108. Director Background and Qualifications

    Director Background and Qualifications The following graphics highlight the background and qualifications of our director nominees, both individually and in the aggregate.

  109. Director Background

    Director Background

  110. Director Background

    | | | |

  111. Director Background

    | | | | | 1 Includes all years of service on the Board and years of service on SeaSpine’s Board of Directors |

  112. Director Background

    | 58 | Orthofix Medical Inc. 2026 Proxy Statement |

  113. Director Qualifications

    Director Qualifications The following table sets forth the skill set that each of our current directors and director nominees brings to the Board.

  114. Director Qualifications

    | | | A.BAZAAR | W. BURRIS | M. CALAFIORE | V. CAPPS | M. FINEGAN | J. HANNON | J. HENNEMAN | C. KUMMETH | S. MANIAR | M. PAOLUCCI | | | Senior Executive Leadership | | | | | | | | | | | | | Former CFO/Financial Expertise | | | | | | | | | | | | | Healthcare Industry | | | | | | | | | | | | | Global Business | | | | | | | | | | | | | Technology, including Cybersecurity | | | | | | | | | | | | | Mergers & Acquisitions | | | | | | | | | | | | | Corporate Governance, including ESG Matters | | | | | | | | | | | | | Operational Management | | | | | | | | | | | | | Compliance, Quality, and Regulatory | | | | | | | | | | | | | Human Resources & Compensation | | | | | | | | | | | | | Public Company Board | | | | | | | | | | |

  115. Director Qualifications

    | 59 | Orthofix Medical Inc. 2026 Proxy Statement |

  116. Director Qualifications

    The following sets forth certain biographical information for each of our current directors and our director nominees.

  117. Director Qualifications

    | | Michael M. Finegan, Chair of the Board Independent Director Since: 2023 | Age: 62 Committees: Compliance & Ethics Key Skills: Senior Executive Leadership; Health Industry; Global Business; Mergers & Acquisitions; Operational Management; Compliance, Quality & Regulatory | | | Professional Highlights Michael Finegan was appointed to the Orthofix Board in December 2023 and named Chair of the Board in June 2024. Since May 2022, Mr. Finegan has served as the Chief Executive Officer of Acera Surgical Inc., a bioscience company developing and commercializing a portfolio of fully engineered synthetic materials for soft tissue repair and regenerative medicine. Mr. Finegan successfully oversaw the acquisition of Acera Surgical by Solventum in December 2025. As of July 2021, Mr. Finegan founded and operated his own consulting firm, Finegan Consulting LLC, providing strategic advisory services to growth focused medical device and technology companies. From June 2006 to July 2020, Mr. Finegan spent 14 years at Orthofix where he served in roles of increasing responsibility, including seven years as Chief Strategy Officer. Among his accomplishments at Orthofix, Mr. Finegan created and led the biologics business. Before his tenure at Orthofix, Mr. Finegan served more than 16 years in a variety of roles at Boston Scientific, including as Vice President of Corporate Sales and as Vice President of National Accounts. Education Wake Forest University Bachelor of Arts in Economics Qualifications The Board believes Mr. Finegan’s extensive understanding of the Company’s business and history, as well as his deep knowledge of the industry bring value to the Board. |

  118. Director Qualifications

    | | Massimo Calafiore Director Since: 2024 | Age: 54 Key Skills: Senior Executive Leadership; Health Industry; Global Business; Technology, including Cybersecurity; Mergers & Acquisitions; Compliance, Quality & Regulatory | | | Professional Highlights Massimo Calafiore currently serves as Orthofix President and Chief Executive Officer and as a member of the Orthofix Board of Directors. From September 2022 to January 2024, Mr. Calafiore served as Chief Executive Officer of LimaCorporate S.p.A., a global orthopedics company that was acquired by Enovis Corporation. From June 2017 to September 2022, he served in various leadership roles at NuVasive, Inc., most recently as Executive Vice President and Chief Commercial Officer. While at NuVasive, Mr. Calafiore led several functions including product marketing, research and development, and enabling technologies, among other areas of responsibility, providing him with the opportunity to gain a deep understanding of all the various facets of the business. At the beginning of his tenure at NuVasive, Mr. Calafiore served as President of NuVasive Specialized Orthopedics (formerly Ellipse Technologies), a business focused on limb reconstruction and complex trauma. Earlier in his career, Mr. Calafiore worked for Waldemar Link GmbH & Co. KG and served in various leadership roles across multiple business segments, including Orthopedics, Lower Extremities, and Spine. Education University of Catania New York University, Stern School of Business Master of Science in Mechanical Engineer Master of Business Administration Qualifications The Board believes that Mr. Calafiore’s extensive experience as an executive officer of multiple public and private companies in our industry adds value to the Board. |

  119. Director Qualifications

    | 60 | Orthofix Medical Inc. 2026 Proxy Statement |

  120. Director Qualifications

    | | Alan L. Bazaar Independent Director Since: 2023 | Age: 56 Committees: Audit & Finance; Compensation & Talent Development Key Skills: Senior Executive Leadership; Mergers & Acquisitions; Corporate Governance, including ESG Matters; Public Company Board | | | | Professional Highlights Alan Bazaar joined the Orthofix Board in December 2023. Since January 2010, he has served as the Co-Chairman and Chief Executive Officer of wealth management firm Hollow Brook Wealth Management LLC. Prior to Hollow Brook, Mr. Bazaar spent more than a decade with private investment firm Richard L. Scott Investments, LLC, where he served as Managing Director and Portfolio Manager as well as a co-manager of the public equity portfolio, responsible for all aspects of the investment decision-making process. Earlier in his career, Mr. Bazaar worked at Arthur Andersen LLP. Mr. Bazaar is a Certified Public Accountant (inactive). As of February 2026, Mr. Bazaar serves as a member of the board of directors of Fox Factory Holding Corp., a public company which designs and manufactures products for on- and off-road vehicles. From June 2013 to August 2023, Mr. Bazaar served on the board of directors of Wireless Telecom Group, Inc., a test and measurement solutions provider that was a public company until it was acquired by Maury Microwave, Inc. in 2023. From February 2020 to March 2021, he served on the boards of directors of PDL BioPharma, a public company that developed innovative therapeutics and healthcare technologies. Between 2004 and 2019, Mr. Bazaar also served as a director on the boards of various public companies including, Hudson Global, Inc. (n/k/a Star Equity Holdings, Inc.), a total talent solutions provider; Sparton Corporation, a provider of electromechanical devices; LoJack Corporation, a provider of stolen vehicle recovery and IoT connected car systems; Media Sciences International, Inc., a manufacturer and distributor of business color printer supplies and industrial ink applications; and NTS, Inc., an independent provider of environmental simulation testing, inspection, and certification services. Education | | | | Bucknell University Bachelor of Arts in History | New York University, Stern School of Business Master of Business Administration | | | Qualifications The Board believes Mr. Bazaar’s experience in business and finance, as well as his past service on several boards of companies in a wide variety of industries bring value to the Board. | |

  121. Director Qualifications

    | 61 | Orthofix Medical Inc. 2026 Proxy Statement |

  122. Director Qualifications

    | | Wayne Burris Independent Director Since: 2021 | Age: 71 Committees: Audit & Finance (Chair); Nominating, Governance & Sustainability Key Skills: Senior Executive Leadership; Former CFO/Financial Expertise; Healthcare Industry; Global Business; Mergers & Acquisitions; Corporate Governance, including ESG Matters; Operational Management; Compliance Quality & Regulatory; Public Company Board | | | Professional Highlights Wayne Burris was re-elected to the Orthofix Board of Directors in June 2023, after previously serving from September 2021 to January 2023. He served as Senior Vice President and Chief Financial Officer (CFO) of Roche Diagnostics Corporation from 1996 until his retirement in July 2019 and was a member of the Global Roche Diagnostics Finance Executive Committee. In addition to his CFO responsibilities, Mr. Burris held senior finance leadership roles supporting Roche’s diabetes care business, providing oversight across sales and marketing, research and development, operations, regulatory, and quality functions, and advising on strategy and business development across the organization. During his tenure, he also served as interim Chief Executive Officer of Roche Diagnostics—North America. Prior to joining Roche, Mr. Burris was a senior manager at Price Waterhouse LLP, and he is a Certified Public Accountant. From February 2022 to August 2025, Mr. Burris served on the board of directors of Accelerate Diagnostics, Inc., a public medical diagnostics company. He has also supported life sciences initiatives in Indiana through community leadership roles, including as a founding board member of the Indiana Biosciences Research Institute and as a member of the board of directors and the executive committee of BioCrossroads, an Indiana-based initiative that advances, grows and invests in the state's life sciences sector by connection corporate, academic, and philanthropic partners. Education Butler University Bachelor of Science in Accounting and Finance Qualifications The Board believes that Mr. Burris’ extensive experience in finance and accounting as well as his industry experience bring valuable experience to the Board. |

  123. Director Qualifications

    | 62 | Orthofix Medical Inc. 2026 Proxy Statement |

  124. Director Qualifications

    | | Vickie L. Capps Director Since: 2025 | Age: 64 Key Skills: Senior Executive Leadership; Former CFO/Financial Expertise; Healthcare Industry; Global Business; Mergers & Acquisitions; Corporate Governance, including ESG Matters; Public Company Board | | | Professional Highlights Vickie Capps joined the Orthofix Board in March 2025. Ms. Capps has had a distinguished career in finance and executive leadership with extensive board experience. Ms. Capps, a Certified Public Accountant, began her career with Ernst & Young LLP and served 10 years as a senior audit and accounting professional. She previously served as Chief Financial Officer of DJO Global, Inc., a global orthopedics company, from 2002 to 2013, and prior to DJO Global, served in the same role with several other public and private corporations. In addition to Orthofix, Ms. Capps is currently a member of the boards of directors and the audit committee of each of the following companies: Janux Therapeutics, Inc., a public clinical stage biotechnology company (since 2021); Enable Injections, Inc., a private medical device company focused on wearable drug delivery solutions (since 2023); and Breg, Inc., a private medical device company focused on non-surgical orthopedic rehabilitation (since 2024). She is also a member of the board of directors and the audit committee and finance and investment committee of the San Diego State University Research Foundation and a member of the Senior Advisory Board of Consonance Capital Partners, a healthcare focused private equity firm. Ms. Capps previously served as a member of the boards of directors of Amedisys, Inc. (2019 -2024), a public healthcare services provider company that that was acquired by Optum, a division of UnitedHealth Group, in 2025; NuVasive, Inc. (2015 -2023), a public medical device company that was acquired by Globus in 2023; Otonomy Inc. (2014 -2023), a public biopharmaceutical company focused on developing therapeutics for ear diseases; Silverback Therapeutics, Inc. (2020 – 2022), a public biopharmaceutical company that merged with ARS Pharmaceuticals in 2022; OmniGuide, Inc. (2017 -2020), a privately held medical device and medical technology company focused on developing advanced energy surgical tools; Synthorx, Inc. (2018 – 2020), a public biotech company that was acquired by Sanofi in 2020; Enclara Pharmacia, Inc. (2015 - 2020), a privately held hospice pharmacy company that was acquired by Humana in 2020; Connecture Inc. (2014 – 2018), a public healthcare software company that was acquired by Francisco Partners in 2018; RF Surgical Systems, Inc. (2013 – 2015), a privately held medical device company that was acquired by Medtronic in 2015; and SenoRx Inc. (2007-2010), a public medical device company that was acquired by C.R. Bard in 2010. Education San Diego State University Bachelor of Science in Business Administration and Accounting Qualifications The Board believes that Ms. Capps’ vast experience as a director and executive officer in the industry, and deep understanding and expertise in accounting and finance, bring value to the Board. |

  125. Director Qualifications

    | 63 | Orthofix Medical Inc. 2026 Proxy Statement |

  126. Director Qualifications

    | | Jason M. Hannon Independent Director Since: 2020 | Age: 54 Committees: Compliance & Ethics (Chair); Compensation & Talent Development Key Skills: Senior Executive Leadership; Healthcare Industry; Global Business; Mergers & Acquisitions; Corporate Governance, including ESG Matters; Operational Management; Compliance, Quality & Regulatory; Human Resources & Compensation | | | | Professional Highlights Jason Hannon joined the Orthofix Board of Directors in June 2020. Since February 2017, Mr. Hannon has served as the Chief Executive Officer and as a member of the board of directors of Mainstay Medical Holdings plc, a global company headquartered in Ireland that has developed and commercialized the first restorative neurostimulation treatment for chronic back pain. Prior to Mainstay Medical, Mr. Hannon served as President and Chief Operating Officer of NuVasive, Inc. Over the course of 12 years at NuVasive, he held various roles, including Executive Vice President, International; Executive Vice President, Corporate Development; and General Counsel. Mr. Hannon previously served as a member of the board of directors of Kuros Biosciences AG from 2018 to 2021 and Sequana Medical NV from 2019 to 2021, both international public companies in the medical sector. Education | | | | University of California, Berkeley Bachelor of Arts | Stanford University Law School Doctor of Jurisprudence | | | Qualifications The Board believes that Mr. Hannon’s experience leading medical device companies brings valuable industry experience to the Board. | |

  127. Director Qualifications

    | 64 | Orthofix Medical Inc. 2026 Proxy Statement |

  128. Director Qualifications

    | | John “Jack” B. Henneman, III Independent Director Since: 2023 | Age: 64 Committees: Nominating, Governance & Sustainability (Chair); Audit & Finance Key Skills: Senior Executive Leadership; Former CFO/Financial Expertise, Healthcare Industry; Global Business; Mergers & Acquisitions; Corporate Governance, including ESG Matters; Compliance, Quality & Regulatory; Human Resources & Compensation; Public Company Board | | | | Professional Highlights Jack Henneman joined the Board in 2023 upon the completion of the merger with SeaSpine. Prior to the merger, Mr. Henneman had served on SeaSpine’s Board of Directors since July 2015. Mr. Henneman has more than 25 years of combined financial and operational management experience in the life sciences industry. From January 2019 to June 2024, Mr. Henneman was a partner with SparkMed Advisory LLC where he provided strategic, marketing, development, and transactional advice for start-ups and other innovators in the medical device and biotechnology industries. From March 2018 to November 2024, Mr. Henneman also served as a strategic advisor to Prettybrook Partners LLC, a private equity and venture capital firm specializing in investments in medical technology, healthcare services, and information technology. Previously, Mr. Henneman served as Executive Vice President and Chief Financial Officer of NewLink Genetics Corporation from October 2014 to July 2018, and as its Chief Administrative Officer from July 2018 to November 2018. NewLink Genetics, a public company that later merged into Lumos Pharma in 2020, was a biopharmaceutical company focused on discovering and developing novel immuno-oncology treatments to improve cancer care. Prior to NewLink, Mr. Henneman served at Integra LifeSciences Holdings in various capacities between 1998 and 2014. Before becoming Integra’s Chief Financial Officer in 2007, Mr. Henneman served as General Counsel and Chief Administrative Officer, responsible at various times for Integra’s business development, regulatory affairs, quality systems, clinical affairs, human resources, information systems, and legal affairs functions and the management of Integra’s surgical instruments business. Integra is a public medical technology company, focusing on regenerative medicine, neurosurgical devices, and reconstructive surgery instruments, including artificial skin. Prior to Integra, Mr. Henneman served as General Counsel, Vice President of Corporate Development, and eventually Interim Co-Chief Executive Officer for Neuromedical Systems, Inc., a public company known for a computer-assisted screening tool for cytological specimens. Mr. Henneman also serves as a member of the board of directors of various public and private companies, including Aprea Therapeutics, Inc., since August 2019, a public biotechnology company; Anika Therapeutics, Inc., since September 2020, a public medical device company focused on joint preservation and health; and Alafair Biosciences, Inc., since January 2015, a privately held medical device company. From February 2016 to November 2024, Mr. Henneman also served as a member of the board of directors for R1 RCM, Inc., a public company providing revenue cycle management services to hospitals and physicians. Education | | | | Princeton University Bachelor of Arts in Politics | University of Michigan Law School Juris Doctor | | | Qualifications The Board believes that Mr. Henneman’s senior management experience, his service on other boards of directors, and his extensive experience in the areas of finance, financial accounting, legal affairs, business transactions, and mergers and acquisitions bring value to the Board. | |

  129. Director Qualifications

    | 65 | Orthofix Medical Inc. 2026 Proxy Statement |

  130. Director Qualifications

    | | Charles Kummeth Independent Director Since: 2023 | Age: 65 Committees: Compensation & Talent Development (Chair); Nominating, Governance & Sustainability Key Skills: Senior Executive Leadership; Healthcare Industry; Global Business; Mergers & Acquisitions; Operational Management; Public Company Board | | | | Professional Highlights Charles Kummeth joined the Orthofix Board of Directors in December 2023. . Since June 2024, Mr. Kummeth has served as a senior advisor for New Mountain Capital, a private equity firm with investments in the life sciences sector. Since April 2013, Mr. Kummeth served as the President and Chief Executive Officer and as a member of the board of directors of Bio-Techne Corporation, a public life sciences company that provides high-quality reagents, instruments, custom manufacturing and testing. Mr. Kummeth retired as the President and Chief Executive Officer of Bio-Techne as of February 2024 but continued as a senior advisor and a member of the board of directors through June 2024. Prior to Bio-Techne, Mr. Kummeth served at Thermo Fisher Scientific Inc. as President of Mass Spectrometry and Chromatography and as President of the Laboratory Consumables Division. Prior to Thermo Fisher Scientific, he served in various roles during his 24-year career at 3M Corporation, most recently as the Vice President of the company’s Medical Division. Since May 2024, Mr. Kummeth has served as the Chairman of the Board of Directors of Quantum-Si Inc., a public biotechnology company specializing in single-molecule protein sequencing solutions. Mr. Kummeth also serves as a member of the board of directors of other public and private companies, including Gentherm Incorporated since August 2018, a public company that develops thermal management technologies; Actylis since December 2022, a private company that specializes in streamlining the management of critical ingredients and raw materials; and PerkinElmer (n/k/a Revvity) since September 2023, a private company that manufactures instrumentation, consumables and software servicing the analytical needs of the food and environmental markets. Mr. Kummeth previously served on the board of directors for various other public and private companies, including ILC Dover (2019 – 2023), a private engineering and manufacturing company specializing in high-performance flexible containment solutions for the pharmaceutical/biopharmaceutical industries and soft goods for aerospace/defense; NuSil Technology (2016-2017), a private company subsequently merged with Avantor, Inc. (2017-2019), a private biotechnology, chemicals, and pharmaceutical company that did an initial public offering in 2019; Sparton Corporation (2011-2019), a public company specializing in the design, development, and manufacturing of complex maritime electronic systems, and BNS Medical Limited (2013 – 2016), a private medical solutions provider. Education | | | | University of North Dakota Bachelor of Science in Electrical Engineering University of Minnesota, Carlson School of Business Master of Business Administration | University of St. Thomas Master of Science in Computer Science | | | Qualifications The Board believes Mr. Kummeth’s experience in the Life Sciences industry and his service as a director on multiple boards bring value to the Board. | |

  131. Director Qualifications

    | 66 | Orthofix Medical Inc. 2026 Proxy Statement |

  132. Director Qualifications

    | | Shweta S. Maniar Director Since: 2023 | Age: 42 Key Skills: Healthcare Industry; Global Business; Technology, including Cybersecurity; Mergers & Acquisitions; Public Company Board | | | Professional Highlights Shweta Maniar joined the Board in 2023 upon the completion of the merger with SeaSpine. Prior to the merger, Ms. Maniar had served on SeaSpine’s Board of Directors since April 2021. Since July 2018, Ms. Maniar has served as Global Leader, Healthcare and Life Sciences Industries Practice at Google, a multinational technology company that specializes in Internet-related services and products, where she leads vision, strategy, and execution of Google Cloud’s industry strategy and go-to-market model. Prior to joining Google, Ms. Maniar worked in various capacities at Genentech, a biotechnology company operating as an independent subsidiary of The Roche Group, where she led market growth strategies relevant to technology accelerators for therapies and diagnostics. Before Genentech, Ms. Maniar served as Director for the Center of Minimally Invasive Therapeutics at Summa Health, an integrated healthcare delivery system. Earlier in her career, Ms. Maniar spent several years working in a research capacity at the Cleveland Clinic and the Austen BioInnovation Institute in Akron where she was primarily focused on medical devices and minimally invasive therapeutics. Ms. Maniar has been a member of the board of directors of RxSight, Inc. since January 2022, a public ophthalmic medical technology company; a member of the Immunology Scientific Advisory Council of the Allen Institute since July 2022, a nonprofit bioscience research institute; and a member of the Cloud Compliance Advisory Board of USDM Life Sciences since January 2023, a consulting firm that provides IT, regulatory compliance and validation solutions for the life sciences industry. Education University of California, San Diego Bachelor of Arts in Economics Qualifications The Board believes that Ms. Maniar’s thought leadership in areas of strategic focus for the company, such as enabling technologies and data analytics, adds value to the Board. |

  133. Director Qualifications

    | 67 | Orthofix Medical Inc. 2026 Proxy Statement |

  134. Director Qualifications

    | | Michael E. Paolucci Director Since: 2016 | Age: 66 Key Skills: Senior Executive Leadership; Healthcare Industry; Global Business; Mergers & Acquisitions; Corporate Governance, including ESG Matters; Human Resources & Compensation | | | Professional Highlights Mike Paolucci was named to the Orthofix Board of Directors in March 2016. A seasoned human resources (HR) executive, Mr. Paolucci has more than 20 years of global experience working directly with boards of directors and C-level executives to improve organizational capabilities and HR programs that result in sustained improvements in business performance. Since November 2025, Mr. Paolucci serves as Vice President of Human Resources at Mainstay Medical Holdings plc, a global company that developed the first restorative neurostimulation treatment for chronic lower back pain. From August 2022 to January 2024, Mr. Paolucci served as the Executive Vice President, Chief People Officer for Mirati Therapeutics, Inc., a public company focused on developing therapies for genetic drivers of cancer that was acquired by Bristol Myers Squibb in January 2024. From February 2021 until March 2022, Mr. Paolucci served as Executive Vice President, Chief Human Resources Officer for Arena Pharmaceuticals, Inc., a public company focused on developing drugs that target autoimmune diseases, vascular diseases, thrombotic diseases, dementia-associated psychosis, nervous system issues, and pain that was acquired by Pfizer in March 2022. Between 2000 and 2020, Mr. Paolucci served in various leadership roles with several public companies, including Halozyme Therapeutics Inc., a late-stage oncology and biopharmaceutical company; CareFusion Corporation, a global medical equipment manufacturer focused on developing critical healthcare products for infusion therapy, respiratory care, and surgical procedures that was acquired by Becton Dickinson in March 2015; NuVasive, Inc., a medical device company specializing in minimally disruptive surgical products and integrated technology for spine surgery; Life Technologies Corporation, a biotech tools company specializing in reagents and instruments for scientific research, molecular diagnostics, and forensics that was acquired by Thermo Fisher Scientific in February 2014; and Electronic Data Systems, a publicly traded IT services company that was acquired by Hewlett-Packard in May 2008. From 1993 to 2000, Mr. Paolucci was a partner with the HR consulting firm Towers Perrin. From April 2023 until April 2024, Mr. Paolucci served as a member of the board of directors for Silvaco, Inc., a private company specializing in electronic design automation, technology computer-aided design and semiconductor IP software, used to simulate, model and design semiconductor processes and circuits. During Mr. Paolucci’s tenure on the board of Silvaco, the company prepared for its initial public offering which was completed in May 2024 following his service. Education The Ohio State University Bachelor of Science in Business Administration, Finance Qualifications The Board believes that Mr. Paolucci’s extensive experience as a human resources executive and relevant knowledge and understanding of public company compensation issues brings unique and valuable insight to the Board. |

  135. Director Qualifications

    | The Board unanimously recommends that you vote “FOR” the election of each of the director nominees identified above. |

  136. Director Qualifications

    | 68 | Orthofix Medical Inc. 2026 Proxy Statement |