DEF 14A of Globus Medical Inc, Apr 25, 2025

DEF 14A of Globus Medical Inc

Filed Apr 25, 2025 · FY20240001562762-25-000092

Open on EDGAR

  1. 1.FOR each of the nominees for election as director.

    1.FOR each of the nominees for election as director.

  2. PROPOSAL 1 ‎ ‎ELECTION OF DIRECTORS

    PROPOSAL 1 ‎ ‎ELECTION OF DIRECTORS Our Board of Directors currently consists of eleven members divided into three classes, as nearly equal in number as possible, with each director serving a three-year term and one class being elected at each year’s annual meeting of stockholders. At each annual meeting of stockholders, successors to the class of directors whose term expires at such meeting will be elected for a term of three years. Each director will serve until a successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. There is no limit to the number of terms a director may serve. Four of our directors are nominated for election this year. Each director to be elected and qualified at the Annual Meeting will hold office until the 2028 annual meeting of stockholders and will serve until his or her successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. Each of the nominees listed below is currently a director. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee becomes unavailable or unable to serve as director before the Annual Meeting, the shares of common stock represented by executed proxies will be voted for the election of a substitute nominee proposed by our Board of Directors or, in the alternative, the Board of Directors may elect to reduce its size. Our Board of Directors believes that each of our current directors, including those nominated for election this year, is highly qualified to serve as a member of our Board of Directors and each has contributed to the mix of skills, core competencies and qualifications of the Board of Directors. Our directors are highly experienced and have diverse backgrounds and skills, as well as extensive track records of success in what we believe are relevant positions. A number of our directors also have served as directors of Globus for many years, and we benefit from their knowledge of our history, operations and corporate philosophy.

  3. Board of Directors

    Board of Directors The following table sets forth information concerning our directors as of April 1, 2025:

  4. Board of Directors

    | Name | Age | Position and Committee Memberships | Term Expires | | David C. Paul | 58 | Chairman of the Board of Directors and Executive Chairman; Compensation Committee Chair and Nominating and Corporate Governance Committee | 2025(1) | | Daniel T. Scavilla | 60 | Director, President and Chief Executive Officer; Member of the Nominating and Corporate Governance Committee | 2026 | | David D. Davidar | 59 | Director; Member of the Compensation Committee and Nominating and Corporate Governance Committee | 2027 | | Daniel T. Lemaitre | 71 | Director; Member of the Compensation Committee and Audit Committee | 2025(1) | | Ann D. Rhoads | 59 | Director; Audit Committee Chair and Member of the Nominating and Corporate Governance Committee | 2025(1) | | James R. Tobin | 80 | Director, Nominating and Corporate Governance Committee Chair and Member of the Compensation Committee | 2027 | | Stephen T. Zarrilli | 63 | Director, Member of the Audit Committee | 2027 | | Robert A. Douglas | 65 | Director, Member of the Audit Committee | 2026 |

  5. Board of Directors

    | John A. DeFord, Ph.D. | 63 | Director; Member of the Nominating and Corporate Governance Committee | 2026 | | Leslie V. Norwalk, Esq. | 59 | Director, Member of the Audit Committee | 2025(1) | | Daniel J. Wolterman | 68 | Director; Member of the Compensation Committee | 2027 | | (1)If the director nominees are elected at the Annual Meeting, their term will expire in 2028. | | | |

  6. Nominees for Director

    Nominees for Director The following is a brief biography of each nominee for director and a discussion of the relevant experiences, qualifications, attributes or skills of each nominee that, together with other relevant factors, led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director as of the date of this Proxy Statement. David C. Paul is the Chairman of the Board of Directors, having served in this role since the company’s inception in 2003, and is a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Paul served as our Chief Executive Officer from our inception in 2003 until August 2017, when he transitioned into the role of Executive Chairman. Prior to founding Globus, Mr. Paul was employed at Synthes Holding AG (formerly Synthes-Stratec) (“Synthes”) in various positions. Mr. Paul served as Director of Product Development for Synthes in his last position, where he was responsible for product development and marketing functions. Prior to Synthes, Mr. Paul worked as a Research Engineer in biomaterials research at Temple University. Mr. Paul is named inventor on approximately 225 patents and published applications. Mr. Paul received a B.S. in mechanical engineering from the University of Madras, and an M.S. in computer integrated mechanical engineering systems from Temple University. Mr. Paul also serves on the board of directors of Free Flow Medical, an early-stage medical device company, and Cross Ventures, LLC, a real estate development company. Mr. Paul brings to our Board of Directors valuable perspective and experience as our founder, former Chief Executive Officer, current Executive Chairman and largest stockholder, as well as leadership skills, industry experience and knowledge, discipline and dedication to our mission that qualify him to serve as one of our directors. Daniel T. Lemaitre has served on our Board of Directors since April 2011 and is a member of our Compensation Committee and Audit Committee. Mr. Lemaitre previously served as the CEO of BlueWind Medical, a neuromodulation company based in Israel, from January 2020 until September 2024 after serving as its Executive Chairman from September 2018 until January 2020. Mr. Lemaitre most recently served as the President and Chief Executive Officer of Direct Flow Medical. Previously, Mr. Lemaitre served as Chief Executive Officer of White Pine Medical, a venture-backed medical device start-up company, from June 2009 until May 2015. Prior to White Pine Medical, Mr. Lemaitre served as the President and Chief Executive Officer of CoreValve, a privately-held company focused on percutaneous aortic valve replacement, from April 2008 until its acquisition by Medtronic, Inc., a publicly-traded medical device company, in April 2009. From 2005 until March 2008, Mr. Lemaitre was a Senior Vice President at Medtronic, where he led the company’s strategic planning and corporate development. Prior to joining Medtronic, Mr. Lemaitre spent 28 years as an investment analyst in the medical device field. This included 18 years with SG Cowen, where he was a managing director and led the healthcare research team, and six years with Merrill Lynch. Mr. Lemaitre holds a B.A. in Economics from Bethany College and an M.B.A. from Bowling Green State University. Mr. Lemaitre previously served on numerous boards including CoreValve, Direct Flow, Mitralign, Endologix (Chair), Nitinol Development Corporation, and Bioventus (Chair). Mr. Lemaitre’s extensive business, managerial, executive and leadership experience in the medical device industry, as well as his recent experience as a director of a publicly traded medical device company bring to our Board of Directors a meaningful understanding of our business and industry and valuable skills related to strategic planning for a public company. These skills and experience, as well as his financial and accounting skills and expertise, qualify him to serve as one of our directors. Ann D. Rhoads has served on our Board of Directors since July 2011 and is the Chairperson of our Audit Committee and a member of our Nominating and Corporate Governance Committee. Ms. Rhoads most recently served as the Chief Financial Officer of Forty Seven, Inc. (NASDAQ: FTSV), a clinical-stage biotechnology company from March 2018 to April 2020. Previously, Ms. Rhoads was Executive Vice President and Chief Financial Officer of Zogenix, Inc. (NASDAQ: ZGNX), a pharmaceutical company, from March 2010 through January 2017. From 2000 through the end of 2009, Ms. Rhoads served as the Chief Financial Officer of Premier, Inc., a healthcare supply management company. Ms. Rhoads holds a B.S. in finance from the University of Arkansas and an M.B.A. from Harvard Business School. Ms. Rhoads also serves on the board of directors of Quidel Corporation (NASDAQ: QDEL), Repare Therapeutics (NASDAQ: RPTX), and iTeos Therapeutics (NASDAQ: ITOS). Ms. Rhoads’ experience as the chief financial officer of publicly traded biotechnology and pharmaceutical companies brings valuable financial skills and expertise to our Board of Directors that includes significant executive management experience and leadership skills, and a strong understanding of corporate governance principles, which qualifies her to serve as one of our directors. Leslie V. Norwalk, Esq. has served as a member of our Board of Directors since September 2023. Ms. Norwalk previously served as a member of the board of directors of NuVasive from May 2014 to September 2023. Ms. Norwalk is currently strategic counsel to Epstein Becker & Green, EBG Advisors and National Health Advisors. She also serves as a healthcare, regulatory and policy advisor to several private equity firms. Ms. Norwalk previously served the Bush Administration as the acting administrator for the Centers for Medicare & Medicaid Services. She managed the day-to-day operations of Medicare, Medicaid, State Child Health Insurance Programs, Survey and Certification of Health Care Facilities and other federal health care initiatives. For the four years prior, she was the agency’s deputy administrator, responsible for the implementation of the hundreds of changes made under the Medicare Modernization Act, including the Medicare Prescription Drug Benefit. Prior to serving under the Bush Administration, she practiced law in the Washington, D.C. office of Epstein Becker & Green where she advised clients on a variety of health policy matters. She also served in the first Bush Administration in the White House Office of Presidential Personnel, and the Office of the U.S. Trade Representative. Ms. Norwalk serves as a director of Arvinas (NASDAQ: ARVN), ModivCare (NASDAQ: MODV) and Neurocrine Biosciences (NASDAQ: NBIX), as well as several privately held healthcare companies. She is a member of APCO Worldwide’s International Advisory Council. Ms. Norwalk earned a B.A., cum laude, in economics and international relations from Wellesley College and a J.D. from the George Mason University School of Law.

  7. Continuing Directors

    Continuing Directors The following is a brief biography of each current director who is not nominated for election at the Annual Meeting but will continue to serve on our Board of Directors following the Annual Meeting as of the date of this Proxy Statement. David D. Davidar has served on our Board of Directors since 2003 and is a member of our Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Davidar served as our Senior Vice President, Operations from January 2013 until March 2016 and as our Vice President, Operations from 2003 to January 2013. He founded Trinity Axis Inc, a company that designs, develops, and integrates hardware, software, and electronics primarily in the smart vending space, and currently serves as its President & Chief Executive Officer. Prior to Globus, Mr. Davidar served as the Executive Director of Highway Home, an assisted living facility, from 1995 to 2003. Mr. Davidar also served in a management capacity for Pizza Hut, Inc. from 1993 to 1995. Mr. Davidar received a B.Com. in commerce, economics and management from the University of Madras, a postgraduate diploma in personnel management at the Madras School of Social Work, and an M.B.A. from Bloomsburg University. Mr. Davidar’s role as one of our founders and his operational leadership of our Company have contributed significantly to our success and provided him with a deep familiarity with our Company, its history and business, and he brings valuable operational insight and managerial skills to our Board of Directors. John A. DeFord, Ph.D. has served as a member of our Board of Directors since September 2023. Dr. DeFord previously served as a member of the board of directors of NuVasive from February 2018 to September 2023. Dr. DeFord is currently chairman, Chief Executive Officer and President of Samothrace Medical Innovations. Dr. DeFord previously served as the Executive Vice President and Chief Technology Officer for Becton, Dickinson and Company (“BD”), a global medical technology company, from June 2018 until his retirement in May 2021. While at BD, Dr. DeFord also served as the Senior Vice President, research and development for the interventional segment from December 2017 to June 2018, following its acquisition of C.R. Bard (“Bard”) where he had served as Senior Vice President, science, technology and clinical affairs since June 2007. Dr. DeFord joined Bard in 2004 and served in science and technology roles of increasing responsibility during that time. Prior to joining Bard, Dr. DeFord was managing director of Early Stage Partners, a venture capital fund, and prior to his time at Early Stage Partners, Dr. DeFord was President and Chief Executive Officer of Cook Incorporated, a privately held medical device manufacturer. He also serves on the board of directors of Maravai LifeSciences Holdings (NASDAQ: MRVI) and Nordson Corporation (NASDAQ: NDSN). Dr. DeFord graduated from Purdue University with a B.S. and M.S. in electrical engineering and a Ph.D. in electrical/biomedical engineering. Robert A. Douglas joined Globus Medical’s Board of Directors in December of 2019, and is a member of our Audit Committee. He has over thirty years of experience in medical device technology, with particular expertise in digital health. From 2012 to 2023, Mr. Douglas served as the President and Chief Operating Officer in the Office of the CEO for ResMed Inc. (NYSE: RMD, ASX: RMD), a medical device and software applications company specializing in cloud-connected devices. ResMed’s solutions diagnose, treat and manage respiratory disorders and improve care in out-of-hospital settings. Currently, Mr. Douglas serves on the Board of Directors of XCMR, a start-up in biosecurity innovation incorporating UVC into wearable, portable and stationary devices to prevent the transmission of infectious disease. Through 2023 Mr. Douglas served as Vice Chairman on the Board of Directors of the San Diego Regional Economic Development Corporation and was a member of its Executive Committee. He also served as Vice Chairman on the Board of Directors of EvoNexus, a non-profit technology incubator and hub for Southern California’s startup community designed to accelerate the growth and success of entrepreneurial companies. Mr. Douglas has an M.B.A. from Macquarie University, and a B.E.E. (bachelor’s in electrical engineering) with first-class honors and a B.S. in computer sciences from the University of New South Wales, Sydney. Mr. Douglas’s extensive operating experience, leadership roles, and his financial and accounting expertise qualify him to serve on our Board of Directors as an audit committee financial expert. Daniel T. Scavilla has served as Globus Medical’s President and Chief Executive Officer since April 2022, leading the Company’s acquisition of NuVasive, Inc. in an all-stock deal valued at $3 billion and integrating the two organizations to create the second largest spine technology company in the world. Mr. Scavilla serves on Globus Medical’s Board of Directors and is a member of the Nominating and Corporate Governance Committee. Previously, he served as Globus Medical’s Executive Vice President, Chief Commercial Officer and President, Trauma, where he scaled the Company’s manufacturing and distribution capabilities and launched the Orthopedics and Trauma business unit. Mr. Scavilla joined Globus Medical as Chief Financial Officer in 2015. Prior to joining Globus Medical, Dan spent 28 years in increasing leadership roles within Johnson & Johnson (“J&J”), including serving as Chief Financial Officer, Global Vice President Finance & Business Operations of J&J Vision ($4 billion annual global revenue), and as Chief Financial Officer, Worldwide Vice President Finance of Advanced Sterilization Products—J&J’s infection prevention business within its MedTech business unit—helping to capture the number one market position in sterilization. Additional roles at J&J included financial management positions at McNeil Consumer Healthcare (Kenvue), Centocor Biologics, and Cilag Schaffhausen Operations in Switzerland (Janssen Pharmaceutical). Mr. Scavilla serves on the board of Dentsply Sirona (NASDAQ: XRAY), the world’s largest manufacturer of professional dental products and technologies, and is a member of their Audit Committee. He served on the board of directors of Impulse Dynamics, a privately held medical technology company focused on minimally invasive treatment options for heart failure patients, from November 2021 to July 2023. Mr. Scavilla received a B.S. in Finance and Organizational Behavior from LaSalle University and holds an M.B.A. in International Management from Temple University.

  8. Continuing Directors

    James R. Tobin has served on our Board of Directors since August 2015 and is a member of our Nominating and Corporate Governance Committee and Compensation Committee. Mr. Tobin served as President and Chief Executive Officer of Boston Scientific from March 1999 to July 2009. Before joining Boston Scientific, Mr. Tobin served as the President and Chief Executive Officer of Biogen, Inc., from 1997 to 1998 and as its Chief Operating Officer from 1994 to 1997. Mr. Tobin also worked at Baxter International in various capacities from 1972 to 1994, including as its President and Chief Operating Officer from 1992 to 1994. Mr. Tobin currently serves as Chairman of the Board of TransMedics, Inc. (NASDAQ: TMDX), a company specializing in technology for preservation of organs for transplant. He also serves on the board of directors of Lyra Therapeutics (NASDAQ: LYRA), a clinical-stage company developing medicines precisely designed to target ear, nose and throat (ENT) diseases, and Xenter, Inc., a privately held interventional cardiology medical device company. Mr. Tobin served as a Lieutenant in the U.S. Navy from 1968 to 1972. Mr. Tobin holds an M.B.A. from Harvard Business School and an A.B. from Harvard College. Mr. Tobin is well qualified to serve on our Board of Directors and on our Compensation Committee and Nominating and Corporate Governance Committee for numerous reasons, including his decades of experience as a senior executive of large multinational healthcare and medical device companies, which includes his service as President and Chief Executive Officer of Boston Scientific. Daniel J. Wolterman has served on our Board of Directors since September 2023. Mr. Wolterman previously served as a member of the board of directors of NuVasive, Inc. (“NuVasive”) from July 2015 to September 2023 and as board chair from May 2021 to September 2023. Mr. Wolterman is currently Chief Executive Officer of Wolterman Consulting, LLC, a provider of strategic and operational consulting services to healthcare providers and other entities. From January 2018 to May 2019, Mr. Wolterman served as Chief Executive Officer of ColubrisMX and X-Cath, both privately held medical device companies. Mr. Wolterman previously served as President and Chief Executive Officer of Memorial Hermann Health System, the largest not-for-profit health system in Southeast Texas, from 2002 until his retirement from Memorial Hermann in May 2016. He has more than 40 years of experience in the healthcare industry and a long history of community involvement. He currently serves as a member of the board of directors of Hyperfine. Mr. Wolterman earned a B.S. in business administration, an M.B.A. in finance from the University of Cincinnati and a master’s degree in healthcare administration from Xavier University. Stephen T. Zarrilli has served on our Board of Directors since May 2019 and is a member of our Audit Committee. Mr. Zarrilli has over 25 years of finance, investment and operating experience in technology and life science enterprises. Mr. Zarrilli also has substantial governance experience with public companies. From July 2018 to March 2020, Mr. Zarrilli served as the President and Chief Executive Officer of the University City Science Center, an urban research park that provides commercialization resources to life science and technology entrepreneurs. From 2012 to 2018, Mr. Zarrilli served as the President, Chief Executive Officer and Director of Safeguard Scientifics, Inc. a capital provider to technology and life science companies, which he joined in 2007 as Senior Vice President and Chief Financial Officer. He began his career at Deloitte LLP and was previously the Chairman and Founder of the Penn Valley Group, a management advisory firm; Chief Financial Officer of Fiberlink Communications Corporation, a security software company; Chief Executive Officer of Concellera Software, Inc., a document management software company; and Chief Executive Officer of US Interactive, Inc. a digital marketing firm. He holds a B.S. in accounting from LaSalle University and has completed the Advanced Management Program at the Wharton School of the University of Pennsylvania. Mr. Zarrilli’s extensive operating experience, leadership roles, and his financial and accounting expertise qualify him to serve on our Board of Directors as an audit committee financial expert.

  9. Information Concerning the Board of Directors and Corporate Governance

    Information Concerning the Board of Directors and Corporate Governance

  10. Indemnification Agreements with our Directors and Officers

    Indemnification Agreements with our Directors and Officers Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws provide that we shall indemnify our directors and officers to the fullest extent permitted by law. In addition, as permitted by the laws of the State of Delaware, we have entered into indemnification agreements with each of our directors and certain of our officers. Under the terms of our indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the State of Delaware, if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. We must indemnify our officers and directors against any and all (a) costs and expenses (including attorneys’ and experts’ fees, expenses and charges) actually and reasonably paid or incurred in connection with investigating, defending, being a witness in or participating in, or preparing to investigate, defend, be a witness in or participate in, and (b) judgments, fines, penalties and amounts paid in settlement in connection with, in the case of either (a) or (b), any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, by reason of the fact that (x) such person is or was a director or officer, employee, agent or fiduciary of the Company or (y) such person is or was serving at our request as a director, officer, employee or agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification agreements also require us, if so requested, to advance within 30 days of such request any and all costs and expenses that such director or officer incurred, provided that such person will return any such advance if it shall ultimately be determined that such person is not entitled to be indemnified for such costs and expenses. Our Bylaws also require that such person return any such advance if it is ultimately determined that such person is not entitled to indemnification by us as authorized by the laws of the State of Delaware. We are not required to provide indemnification under our indemnification agreements for certain matters, including:

  11. Key Elements of Our Compensation Program for 2024

    Key Elements of Our Compensation Program for 2024 We generally pay executive compensation through a combination of base salary, annual non-equity incentive compensation, long-term equity incentives in the form of stock options, and benefits. We do not use specific formulas or weightings in determining the allocation of the various compensation elements. Instead, compensation for each of our executives has been designed to provide a combination of fixed and at-risk compensation that is tied to achievement of our short-term and long-term objectives. We believe that this approach achieves the primary objectives of our compensation program, which are to recruit, retain and properly motivate our executives. The Compensation Committee retains the discretion to increase or decrease the actual amount of any executive officer’s annual non-equity incentive compensation based on his or her individual performance during the year. In 2024, we compensated our named executive officers through a combination of base salary, annual non-equity incentive compensation, long-term equity incentives in the form of stock options, and benefits that included health, vision and dental insurance, paid time-off, life insurance, short-term and long-term disability insurance, 401(k) plan with Company matching contributions, relocation assistance, gym membership reimbursement, and car allowance. We believe the forms and mix of compensation provided to our named executive officers in 2024 appropriately reward performance, as the non-equity incentive plan compensation is tied to our Company performance as well as individual performance, and help to align the interests of our named executive officers with those of our stockholders, particularly through the grants of annual equity incentives. Base Salary. Base salaries for all of our employees are determined by position, taking into consideration the scope of job responsibilities and competitive market compensation paid by other companies for similar positions. Base salaries are also driven by market competition to attract and retain high quality professionals. Our overall approach to setting base salaries is to create and sustain long-term stockholder value by balancing our need to retain high-quality professionals while appropriately managing our general and administrative expenses. The Compensation Committee approved merit increases to the 2024 base salaries for our named executive officers of 3% over each such named executive officer’s 2023 base salary other than Mr. Pfeil, whose base salary was increased to $460,000 as a result of his promotion to Chief Operating Officer. Annual Non-Equity Incentive Compensation. In 2024, all of our named executive officers participated in our annual non-equity incentive compensation plan, pursuant to which they were eligible to earn cash payments (which were paid in February 2025). To establish the potential payout amounts for each named executive officer under the 2024 Non-Equity Incentive Compensation Plan (the “2024 Plan”), the Compensation Committee assigned a “base reference” dollar amount for each named executive officer. Payment above or below the base reference amount was dependent on the degree to which the Company exceeded or fell short of the 2024 revenue goal set by the committee of $2.5 billion. Under the 2024 Plan, achievement of 100% of the revenue goal would result in non-equity incentive compensation equal to 110% of the base reference amount, which we refer to as our target bonus for our named executive officers and is set forth as the “Target” for each named executive officer in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – Target” column of the 2024 Grants of Plan-Based Awards table below. Achievement of 75% or less of goal revenue would result in non-equity incentive compensation of zero dollars (representing the minimum, or “Threshold,” payout amount) and achievement of 110% of goal revenue would result in non-equity incentive compensation of 145% of the base reference amount (representing the “Maximum” payout amount). The Compensation Committee developed a range of possible payout amounts between the Threshold and Maximum payout amounts based on achievement of corresponding revenue amounts specified at revenue levels between 75% and 110% of the Company’s revenue goal. Achievement of revenue between the specified revenue levels would result in a payout amount based generally on interpolation between the specified revenue levels. In addition, the Compensation Committee reviews the Company’s performance on Compliance and Quality as a basis for 10% of the total bonus, and at its sole discretion decides on the achievement of this objective. Under the 2024 Plan, after determining the amount of non-equity incentive compensation payable based on achievement of the specified revenue goal, the Compensation Committee reserves the right, in its discretion, to adjust the final amounts payable to each named executive officer on an individual basis, based on the committee’s evaluation of such named executive officer’s individual performance during each fiscal year. In 2024, we ultimately achieved worldwide revenue of $2.521 billion, which was 100.8% of the revenue goal of $2.5 billion. Based on this performance, the Compensation Committee determined the non-equity incentive compensation payout amounts would be calculated at a rate of 111% of the applicable base reference amounts. Equity Incentive Compensation. The Compensation Committee believes that stock option awards are an important and useful long-term component of our overall compensation program. Stock options generally expire after ten years and vest ratably over four years. If an officer dies or becomes disabled, unexercised stock options generally are forfeited within one year. If an officer otherwise leaves our employ for any reason other than for cause, unexercised stock options generally are forfeited three months after termination of employment. If an officer’s employment is terminated for cause, unexercised stock options are typically forfeited upon termination of employment. In 2024, all of our named executive officers received options to purchase shares of our common stock as set forth in the “Number of Securities Underlying Options” column of the 2024 Grants of Plan-Based Awards table below. The number of options awarded each named executive officer generally was aligned with the committee’s historical practice. See the section of this Proxy Statement titled “2024 Outstanding Equity Awards at Fiscal Year-End” below, for a description of those stock option awards. All equity awards to our named executive officers were granted at no less than the fair market value of our common stock at the time of the grants, as determined by our Board of Directors. Employee Benefits and Perquisites. Each named executive officer receives the same company-wide benefits as are generally available to all other salaried employees, such as short- and long-term disability insurance, basic life insurance and eligibility for supplemental health and life insurance, access to flexible health care reimbursement accounts and 401(k) matching. Additionally, our named executive officers are entitled to a vehicle allowance.

  12. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain compensation information for our named executive officers.

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ‎($) | Option Awards(3) ‎($) | Non-Equity Incentive Plan Compensation(4) ‎($) | All Other Compensation(5) ‎($) | Total ‎($) | | David C. Paul, Chairman of the Board of Directors and Executive Chairman | 2024 | 457,419 | - | 1,573,332 | 999,000 | 30,049 | 3,059,800 | | | 2023 | 448,506(7) | - | 2,015,952 | 726,109 | 31,129 | 3,221,696 | | | 2022 | 427,870 | 16,573(2) | 1,521,693 | 623,171 | 23,542 | 2,612,849 | | Daniel T. Scavilla, Chief Executive Officer and President | 2024 | 481,077 | - | 2,936,886 | 1,404,150 | 36,547 | 4,858,660 | | | 2023 | 463,500 | 150,000(6) | 2,896,394 | 1,021,500 | 32,980 | 4,564,374 | | | 2022 | 437,064 | 194,117(2) | 2,447,972 | 705,883 | 33,282 | 3,818,318 | | Keith W. Pfeil, Chief Operating Officer and Chief Financial Officer | 2024 | 463,555 | - | 1,258,665 | 605,454 | 35,604 | 2,363,278 | | | 2023 | 414,690 | 100,000(6) | 1,179,403 | 336,375 | 32,980 | 2,063,448 | | | 2022 | 402,612 | 6,217(2) | 811,569 | 233,783 | 33,282 | 1,487,463 | | Kelly G. Huller, Executive Vice President, General Counsel and Corporate Secretary | 2024 | 357,265 | - | 839,110 | 403,636 | 28,612 | 1,628,623 | | | 2023 | 344,210 | 100,000(6) | 910,610 | 258,750 | 26,378 | 1,639,948 | | | 2022 | 334,184 | 4,974(2) | 608,677 | 187,026 | 17,056 | 1,151,917 |

  14. Summary Compensation Table

    (1)Reflects the base salary earned during the fiscal year covered. (2)Reflects the amount awarded by the Compensation Committee in excess of what the executive was entitled to pursuant to the non-equity incentive compensation plan. (3)Reflects the grant date fair value for each named executive officer’s stock option awards, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Stock Compensation. These values have been determined based on the assumptions set forth in Note 13 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. See the section of this Proxy Statement titled “2024 Outstanding Equity Awards at Fiscal-Year-End” below, for a description of those stock option awards. (4)Reflects cash amounts earned pursuant to our annual non-equity incentive plan for the fiscal year covered. All such cash payouts earned under this plan in a given year were paid in the following year. (5)Amounts for 2024 include participation in our group health insurance benefits, Company 401(k) plan matching contributions, vehicle allowance, YMCA membership reimbursement, and life and disability insurance premiums. The compensation amounts for our group health insurance benefits in 2024 were $18,531 for Messrs. Scavilla and Pfeil, $13,837 for Mr. Paul, and $11,251 for Ms. Huller. (6)The Compensation Committee awarded Messrs. Scavilla and Pfeil and Ms. Huller one-time awards in recognition of their work in the successful closing of the NuVasive acquisition. Mr. Scavilla received an option grant of 10,000 shares and a $150,000 cash bonus and Mr. Pfeil and Ms. Huller received an option grant of 5,000 shares and a $100,000 cash bonus. (7)Includes $7,800 paid to Mr. Paul in 2023 for vehicle allowance that related to 2022.

  15. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The table below sets forth information with respect to awards granted to the named executive officers under our annual non-equity incentive compensation plan and the 2021 Equity Incentive Plan (the “2021 Plan”) in 2024, which constitute all of the plan-based awards granted to our named executive officers in 2024.

  16. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | | | | Threshold ‎($) | Target(1) ‎($) | Maximum(2) ‎($) | Number of Securities Underlying Options (#) | Per-Share Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Option Awards(3) ($) | | David C. Paul | January 26, 2024 | - | 990,000 | 1,305,000 | 75,000 | 53.75 | 1,573,332 | | Daniel T. Scavilla | January 26, 2024 | - | 1,391,500 | 1,834,250 | 140,000 | 53.75 | 2,936,886 | | Keith W. Pfeil | January 26, 2024 | - | 600,000 | 790,909 | 60,000 | 53.75 | 1,258,665 | | Kelly G. Huller | January 26, 2024 | - | 400,000 | 527,273 | 40,000 | 53.75 | 839,110 |

  17. 2024 Grants of Plan-Based Awards

    (1)These payouts represent the amount payable upon achievement of 100% of the revenue goal under the non-equity incentive compensation plan, which represent a payment of 110% of the base reference amount set by the Compensation Committee. (2)These payouts represent the amount payable upon achievement of 110% of the revenue goal under the non-equity incentive compensation plan, which represent a payment of 145% of the base reference amount set by the Compensation Committee. (3)Reflects the grant date fair value for each named executive officer’s stock option awards, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Stock Compensation. These values have been determined based on the assumptions set forth in Note 13 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. See the section of this Proxy Statement titled “Outstanding Equity Awards as of December 31, 2024” below, for a description of those stock option awards.

  18. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table lists the outstanding equity awards held by our named executive officers as of December 31, 2024:

  19. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options – Exercisable ‎(#) | Number of Securities Underlying Unexercised Options – Unexercisable ‎(#) | Option Exercise Price ‎($) | Option Expiration Date | | David C. Paul (1) | 34,375 | - | 25.52 | 1/25/2026 | | David C. Paul (2) | 106,250 | - | 26.27 | 1/30/2027 | | David C. Paul (3) | 100,000 | - | 43.77 | 1/22/2028 | | David C. Paul (4) | 100,000 | - | 43.58 | 1/22/2029 |

  20. 2024 Outstanding Equity Awards at Fiscal Year-End

    | David C. Paul (5) | 100,000 | - | 53.27 | 1/22/2030 | | David C. Paul (6) | 97,917 | 2,083 | 65.05 | 1/14/2031 | | David C. Paul (7) | 54,688 | 20,312 | 63.68 | 1/27/2032 | | David C. Paul (8) | 35,938 | 39,062 | 75.18 | 1/26/2033 | | David C. Paul (9) | - | 75,000 | 53.75 | 1/26/2034 | | Daniel T. Scavilla (5) | 80,000 | - | 53.27 | 1/22/2030 | | Daniel T. Scavilla (6) | 48,958 | 1,042 | 65.05 | 1/14/2031 | | Daniel T. Scavilla (7) | 29,167 | 10,833 | 63.68 | 1/27/2032 | | Daniel T. Scavilla (10) | 40,000 | 20,000 | 79.00 | 4/21/2032 | | Daniel T. Scavilla (8) | 47,917 | 52,083 | 75.18 | 1/26/2033 | | Daniel T. Scavilla (11) | 3,125 | 6,875 | 53.02 | 10/10/2033 | | Daniel T. Scavilla (9) | - | 140,000 | 53.75 | 1/26/2034 | | Keith W. Pfeil (4) | 5,833 | - | 49.65 | 9/3/2029 | | Keith W. Pfeil (5) | 9,167 | - | 53.27 | 1/22/2030 | | Keith W. Pfeil (6) | 39,167 | 833 | 65.05 | 1/14/2031 | | Keith W. Pfeil (7) | 29,167 | 10,833 | 63.68 | 1/27/2032 | | Keith W. Pfeil (8) | 19,167 | 20,833 | 75.18 | 1/26/2033 | | Keith W. Pfeil (11) | 1,563 | 3,437 | 53.02 | 10/10/2033 | | Keith W. Pfeil (9) | - | 60,000 | 53.75 | 1/26/2034 | | Kelly G. Huller(2) | 7,500 | - | 25.96 | 2/2/2027 | | Kelly G. Huller(3) | 10,000 | - | 45.64 | 2/2/2028 | | Kelly G. Huller(4) | 40,000 | - | 43.58 | 1/22/2029 | | Kelly G. Huller(4) | 10,000 | - | 46.41 | 2/27/2029 | | Kelly G. Huller (5) | 40,000 | - | 53.27 | 1/22/2030 | | Kelly G. Huller (6) | 29,375 | 625 | 65.05 | 1/14/2031 | | Kelly G. Huller (7) | 21,875 | 8,125 | 63.68 | 1/27/2032 | | Kelly G. Huller (8) | 14,375 | 15,625 | 75.18 | 1/26/2033 | | Kelly G. Huller (11) | 1,563 | 3,437 | 53.02 | 10/10/2033 | | Kelly G. Huller (9) | - | 40,000 | 53.75 | 1/26/2034 |

  21. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1)These options were granted in 2016. All remaining unexercised stock options from 2016 became exercisable during 2020. (2) These options were granted in 2017. All remaining unexercised stock options from 2017 became exercisable during 2021. (3) These options were granted in 2018. All remaining unexercised stock options from 2018 became exercisable during 2022. (4) These options were granted in 2019. All remaining unexercised stock options from 2019 became exercisable during 2023. (5) These options were granted in 2020. All remaining unexercised stock options from 2020 became exercisable during 2021. (6) These options were granted on January 14, 2021, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2022, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. (7)These options were granted on January 27, 2022, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2023, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. (8)These options were granted on January 26, 2023, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2024, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. (9)These options were granted on January 26, 2024, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2024, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. (10)These options were granted on April 21, 2022, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on April 21, 2023, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. (11)These options were granted on October 10, 2023, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on September 1, 2024, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months.

  22. 2024 Option Exercises Table

    2024 Option Exercises Table

  23. 2024 Option Exercises Table

    | | Option Awards | | | Name | Number of shares acquired on exercise ‎(#) | Value realized on exercise ‎($) | | Kelly G. Huller | 22,500 | 1,031,450 | | Daniel T. Scavilla | 190,000 | 8,224,800 | | David C. Paul | 26,042 | -(1) | | Keith W. Pfeil | - | - |

  24. 2024 Option Exercises Table

    (1)Mr. Paul exercised these options and did not sell them on the open market.

  25. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  26. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control As described above, Messrs. Scavilla and Pfeil and Ms. Huller are entitled to severance payments in the event of an involuntary, not-for-cause termination of employment, including a termination in connection with a change in control. Also, upon a termination in connection with a change in control of our Company, the unvested stock options held by our named executive officers would vest. The table below sets forth an estimate of the amounts that would be paid out to our named executive officers upon a change in control and assumes the termination, other than for cause, of the employment of Messrs. Scavilla and Pfeil and Ms. Huller in connection with the change in control. The amounts in the table assume that such change in control was effective as of December 31, 2024. The actual amounts that would be paid can only be determined at the time of a change in control.

  27. Potential Payments Upon a Termination or Change in Control

    | Name | Cash Payment(1) ($) | Value of Acceleration of Unvested Stock Options(2) ($) | Total ‎($) | | David C. Paul | – | 2,889,460 | 2,889,460 | | Daniel T. Scavilla | 491,974 | 4,949,457 | 5,441,432 | | Keith W. Pfeil | 474,452 | 2,217,380 | 2,691,832 | | Kelly G. Huller | 368,162 | 1,543,757 | 1,911,919 |

  28. Potential Payments Upon a Termination or Change in Control

    (1)Represents the amounts payable under the employment agreement described under the heading “Employment Agreements” above. (2)Represents the difference between the exercise price and the fair market value of the unvested shares subject to outstanding stock options on December 31, 2024, calculated based on a closing price of $82.71 of our common stock on December 31, 2024.

  29. Non-Employee Director Compensation

    Non-Employee Director Compensation

  30. Director Compensation

    Director Compensation The table below summarizes the compensation received by our non-employee directors who received compensation from us for the fiscal year ended December 31, 2024.

  31. Director Compensation

    | Name | Fees earned or paid in cash ‎($) | Option Awards(1)(2) ($) | All Other Compensation ($) | Total ‎($) | | Daniel T. Lemaitre | 90,000 | 331,524 | – | 421,524 | | Ann D. Rhoads | 110,000 | 331,524 | – | 441,524 | | James R. Tobin | 90,000 | 331,524 | – | 421,524 | | David D. Davidar | 90,000 | 331,524 | – | 421,524 | | Stephen T. Zarrilli | 80,000 | 331,524 | – | 411,524 | | Robert A. Douglas | 80,000 | 331,524 | – | 411,524 | | John A. DeFord | 80,000 | 386,896 | – | 466,896 | | Leslie V. Norwalk | 80,000 | 331,524 | – | 411,524 | | Daniel J. Wolterman | 80,000 | 331,524 | – | 411,524 |

  32. Director Compensation

    (1)Reflects the grant date fair value for each named executive officer’s stock option awards, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Stock Compensation. These values have been determined based on the assumptions set forth in Note 13 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. See the section of this Proxy Statement titled “2024 Outstanding Equity Awards at Fiscal-Year-End” below, for a description of those stock option awards. (2)The following table lists the outstanding equity awards held by our non-employee directors as of December 31, 2024:

  33. Director Compensation

    | Name | Total Shares Subject to Outstanding Stock Options ‎(#) | | Daniel T. Lemaitre | 45,625 | | Stephen T. Zarrilli | 110,000 | | Ann D. Rhoads | 160,000 | | Robert A. Douglas | 85,000 | | James R. Tobin | 86,666 | | David D. Davidar | 185,000 | | John A. DeFord | 30,000 | | Leslie V. Norwalk | 30,000 | | Daniel J. Wolterman | 30,000 |

  34. Narrative Disclosure Relating to Director Compensation Table

    Narrative Disclosure Relating to Director Compensation Table

  35. Director Compensation

    Director Compensation The form and amount of director compensation are determined and reviewed annually by the Compensation Committee. In 2024, our non-employee directors received from us an annual retainer of $70,000. In addition, the chair of the Audit Committee, currently Ms. Rhoads, received $30,000 per year for serving as committee chair. Other directors who serve on either the Audit, Compensation or Nominating and Corporate Governance Committees received from us $10,000 per year for each committee membership. For non-executive directors participating in our group health insurance plan, we deduct the cost of the plan from the fees we pay the director in cash in order to ensure that total compensation is consistent among non-executive directors. We also reimburse all non-employee directors for expenses incurred in connection with their service on the Board of Directors, including reimbursement of expenses incurred in connection with attending Board of Directors’ meetings.

  36. Pay vs. Performance Disclosure

    Pay vs. Performance Disclosure Pay vs. Performance Tabular Disclosure

  37. Pay vs. Performance Disclosure

    | | Pay vs Performance Tabular Disclosure (1) | | | | | | | | Summary Compensation ‎Table Total ‎for First PEO | Summary Compensation ‎Table Total ‎for Second PEO | Compensation Actually Paid for First PEO(2) | Compensation Actually Paid for Second PEO(2) | Summary Compensation Actually Paid for Non-PEO NEOs | Average Compensation Actually Paid for Non-PEO NEOs (3) | | 2024 | — | $4,858,660 | — | $9,500,719 | $2,350,567 | $4,425,474 | | 2023 | — | $4,564,374 | — | $1,876,064 | $2,308,364 | $749,611 | | 2022 | $4,737,281 | $3,818,318 | $(4,461,442) | $4,168,890 | $1,750,743 | $2,203,657 | | 2021 | $5,088,592 | — | $7,696,296 | — | $1,606,690 | $2,403,858 | | 2020 | $4,026,977 | — | $5,531,196 | — | $1,684,116 | $2,317,117 |

  38. Pay vs. Performance Disclosure

    | | Pay vs Performance Tabular Disclosure (1) | | | | | | Value of Fixed $100 Investment Based On: | | | | | | Globus Medical Total Shareholder Return (4) | S&P 500 Health Care Equipment Index Total Shareholder Return (4) | Net Income | Revenue (GAAP) | | 2024 | $140 | $138 | $102,984,000 | $2,519,355,000 | | 2023 | $91 | $125 | $122,873,000 | $1,568,476,000 | | 2022 | $126 | $114 | $190,169,000 | $1,022,843,000 | | 2021 | $123 | $141 | $149,191,000 | $958,102,000 | | 2020 | $111 | $118 | $102,285,000 | $789,042,000 |

  39. Pay vs. Performance Disclosure

    (1) The Company’s first principal executive officer (“PEO”) for 2020 through April 2022 was David Demski (“First PEO”). In April 2022, Daniel Scavilla (“Second PEO”) succeeded David Demski as the Company’s principal executive officer. The Company’s other, non-PEO, named executive officers (“NEOs”) for 2020 and 2021 were David Paul, Daniel Scavilla, Keith Pfeil, and Kelly Huller. The Company’s other, non-PEO, NEOs for 2022, 2023, and 2024 were David Paul, Keith Pfeil, and Kelly Huller. (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to the First PEO and Second PEO, where applicable, in 2020, 2021, 2022, 2023, and 2024, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. (3)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2020, 2021, 2022, 2023, and 2024, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. (4)Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2019. Peer TSR reflects the TSR of the S&P 500 Health Care Equipment Index.

  40. Pay vs. Performance Disclosure

    | | PEO Compensation Actually Paid Detail | | | | | | | | David Demski (First PEO) | | | Daniel Scavilla (Second PEO) | | | | Compensation Element | 2020 | 2021 | 2022 | 2022 | 2023 | 2024 | | Summary Compensation Table (SCT) Reported Total Compensation | $4,026,977 | $5,088,592 | $4,737,281 | $3,818,318 | $4,564,374 | $4,858,660 | | Aggregate SCT Reported Equity Compensation (-) | $(2,546,119) | $(3,397,855) | $(3,043,385) | $(2,447,972) | $(2,896,394) | $(2,936,885) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 4,660,359 | $4,865,705 | — | $2,948,098 | $1,887,506 | $5,652,965 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $517,206 | $438,419 | — | $66,569 | $(992,001) | $1,504,125 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | $(1,127,227) | $701,435 | $(118,092) | $(216,123) | $(687,421) | $421,854 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) (a) | — | — | $(6,037,246) | — | — | — | | Compensation Actually Paid Determination | $5,531,196 | $7,696,296 | $(4,461,442) | $4,168,890 | $1,876,064 | $9,500,719 |

  41. Pay vs. Performance Disclosure

    (a)Reflects unvested stock option awards canceled in connection with Demski’s formal resignation as an employee of the Company (effective June 2022).

  42. Pay vs. Performance Disclosure

    | | Average Non-PEO NEO Compensation Actually Paid Detail | | | | | | Compensation Element | 2020 | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table (SCT) Reported Total Compensation | $1,684,116 | $1,606,690 | $1,750,743 | $2,308,364 | $2,350,567 | | Aggregate SCT Reported Equity Compensation (-) | $(945,701) | $(1,067,898) | $(980,646) | $(1,368,655) | $(1,223,702) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $1,730,990 | $1,529,222 | $1,545,476 | $879,502 | $2,355,402 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $131,624 | $178,265 | $66,843 | $(615,227) | $700,008 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | $(283,912) | $157,579 | $(178,759) | $(454,373) | $243,199 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | — | | Compensation Actually Paid Determination | $2,317,117 | $2,403,858 | $2,203,657 | $749,611 | $4,425,474 |

  43. Pay vs. Performance Narrative Disclosure

    Pay vs. Performance Narrative Disclosure The Company’s Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. To promote strong pay-for-performance orientation when setting executive pay levels, the Compensation Committee considers the Company’s absolute and relative total shareholder return, short- and long-term business outlook, including net income and revenue, and the broader market environment. The following section provides a description of the relationships between the Company’s total shareholder return relative to a peer comparator index, as well as compensation actually paid relative to the Company’s total shareholder return, net income, and revenue over the last four completed fiscal years.

  44. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  45. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  46. Compensation Actually Paid vs. Revenue (GAAP)

    Compensation Actually Paid vs. Revenue (GAAP) Performance Metrics to Link Executive Compensation Actually Paid with Company Performance In the most recently completed fiscal year, revenue was the only performance metric utilized to link executive compensation actually paid to Company performance. In 2024, executive annual incentives were earned dependent on total Company revenue achievement and executive equity compensation incentives were issued exclusively in the form of time-vested stock options. See “Compensation Discussion & Analysis” above and published in the Company’s historical proxy statements for additional detail on executive compensation actions. Note, the value ultimately realized by the Company’s executive officers is still subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting and variation in stock price prior to award monetization).

  47. Pay Ratio Disclosure

    Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer). For 2024, the total compensation of the selected median employee was $95,497. The annual total compensation of Mr. Scavilla, our Chief Executive Officer, was $4,858,660. The resulting ratio of the annual total compensation of Mr. Scavilla, our Chief Executive Officer, to the median of the annual total compensation of all employees was approximately 51 to 1. Our pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. To identify the median employee, we used the following methodology: (i) we collected payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis as of December 31, 2024; (ii) we applied an exchange rate as of December 31, 2024 to convert all international currencies into U.S. dollars; and (iii) we used cash compensation paid to our employees during 2024 as our consistently applied compensation measure. After identifying our median employee, we calculated total 2024 compensation for our median employee and the total compensation of Mr. Scavilla, our Chief Executive Officer, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes base pay, overtime pay, bonuses, stock option awards, and the Company’s matching contribution to the employee’s 401(k) plan. We added the dollar value of insurance premiums paid by the Company to the annual total compensation of our median employee and our Chief Executive Officer. We believe our methodology, assumptions and estimates above are reasonable given our employee population. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

  48. 2.27“Non-Employee Director Compensation Policy” shall have the meaning set forth in Section 4.6.

    2.27“Non-Employee Director Compensation Policy” shall have the meaning set forth in Section 4.6.

  49. 2.47“Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

    2.47“Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

  50. 4.6Non-Employee Director Awards. The Administrator may, in its discretion, provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written formula established by the Administrator (the “Non-Employee Director Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its discretion. The Non-Employee Director Compensation Policy may be modified by the Administrator from time to time in its discretion.

    4.6Non-Employee Director Awards. The Administrator may, in its discretion, provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written formula established by the Administrator (the “Non-Employee Director Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its discretion. The Non-Employee Director Compensation Policy may be modified by the Administrator from time to time in its discretion.

  51. (a)Termination of Service shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts following a Termination of Service that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the final regulations issued thereunder unless or until such termination also constitutes a “separation from service” within the meaning of Section 409A of the Code and the final regulations issued thereunder.

    (a)Termination of Service shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts following a Termination of Service that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the final regulations issued thereunder unless or until such termination also constitutes a “separation from service” within the meaning of Section 409A of the Code and the final regulations issued thereunder.

  52. (b)If any payment to a Holder in connection with his or her Termination of Service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the final regulations issued thereunder and the Holder is a “specified employee” as defined in Section 409A of the Code and the final regulations issued thereunder, no part of such payment shall be paid before the day that is six months plus one day after the Holder’s Termination of Service for reasons other than his or her death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Holder during the period between the date of such Termination of Service and the New Payment Date shall be paid to the Holder in a single sum on the earlier of (i) such New Payment Date, or (ii) the Holder’s death. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Plan and the Holder’s Award Agreement.

    (b)If any payment to a Holder in connection with his or her Termination of Service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the final regulations issued thereunder and the Holder is a “specified employee” as defined in Section 409A of the Code and the final regulations issued thereunder, no part of such payment shall be paid before the day that is six months plus one day after the Holder’s Termination of Service for reasons other than his or her death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Holder during the period between the date of such Termination of Service and the New Payment Date shall be paid to the Holder in a single sum on the earlier of (i) such New Payment Date, or (ii) the Holder’s death. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Plan and the Holder’s Award Agreement.