DEF 14A of Globus Medical Inc, Apr 24, 2026

DEF 14A of Globus Medical Inc

Filed Apr 24, 2026 · FY20250001628280-26-027196

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of ten members (and one vacancy) divided into three classes, 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. Our Corporate Governance Guidelines provides that independent directors should offer to resign as of the end of the term during which such director reaches the age of 72. Upon receipt of any such offer to resign, the Nominating and Corporate Governance Committee evaluates whether to accept such offer and provide its recommendation to the Board. Two 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 2029 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 Class II 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 varied backgrounds and skills, as well as extensive track records of success in what we believe are relevant positions. We believe that we benefit from our longer tenured directors, as they possess knowledge of our history, operations and corporate philosophy.

  2. Board of Directors

    Board of Directors The following table sets forth information concerning our directors as of date of this Proxy Statement

  3. Board of Directors

    | Name | Age | Position and Committee Memberships | Board Class | Term Expires | | David C. Paul | 59 | Chairman of the Board of Directors and Executive Chairman; Compensation Committee Chair and Nominating and Corporate Governance Committee | I | 2028 | | Keith W. Pfeil | 47 | Director, President and Chief Executive Officer; Member of the Nominating and Corporate Governance Committee | II | 2026(1) | | David D. Davidar | 60 | Director; Member of the Compensation Committee and Nominating and Corporate Governance Committee | III | 2027 | | Daniel T. Lemaitre | 72 | Director; Member of the Compensation Committee and Audit Committee | I | 2028 | | Ann D. Rhoads | 60 | Director; Audit Committee Chair and Member of the Nominating and Corporate Governance Committee | I | 2028 | | James R. Tobin | 81 | Director, Nominating and Corporate Governance Committee Chair and Member of the Compensation Committee | III | 2027 | | Stephen T. Zarrilli | 64 | Director, Member of the Audit Committee | III | 2027 | | Robert A. Douglas | 66 | Director, Member of the Audit Committee | II | 2026(1) | | Leslie V. Norwalk, Esq. | 60 | Director, Member of the Audit Committee | I | 2028 | | Daniel J. Wolterman | 69 | Director; Member of the Compensation Committee | III | 2027 | | (1) If the director nominees are elected at the Annual Meeting, their term will expire in 2029. | | | | |

  4. 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. Robert A. Douglas joined our Board of Directors in December of 2019, and is a member of our Board’s 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 Chief Executive Officer (“CEO”) for Resmed Inc. (NYSE: RMD, ASX: RMD) (“Resmed”), 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 and Audit Committee of PolyNovo Limited (ASX: PNV), a disruptive medical technology company, based in Melbourne, Australia. Its products simplify management of acute complex wounds, redefining healing with meaningfully differentiated patient outcomes across multiple wound etiologies. From 2024 to 2026, Mr. Douglas served on the Board of Directors of XCMR. Prior to that, he 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, a Bachelor of Engineering, Electrical with 1st Class Honors, and a Bachelor of Science, 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 and as an audit committee financial expert on the Board’s Audit Committee. Keith W. Pfeil has served as President and CEO of Globus Medical, Inc. since July 2025 and as a member of the Company’s Board of Directors since that time. Mr. Pfeil previously served as Chief Operating Officer and Chief Financial Officer beginning in February 2024 and as Chief Financial Officer from August 2019 to February 2024. During his tenure with the Company, Mr. Pfeil has overseen a broad portfolio of functions, including finance, operations, information technology, quality, strategy, investor relations, tax, pricing, internal audit and business development. He played a leadership role in the Company’s strategic combination with NuVasive, Inc. (“NuVasive”) and the subsequent integration of the two organizations. Prior to joining Globus Medical, Mr. Pfeil spent more than 15 years at CSS Industries, Inc., a publicly traded consumer products company, where he held roles of increasing responsibility across audit, controllership, financial planning and analysis, investor relations, treasury and business development, culminating in his service as Executive Vice President and Chief Financial Officer. Earlier in his career, Mr. Pfeil held positions within the assurance and transaction advisory practices of Ernst & Young LLP, KPMG LLP and Arthur Andersen LLP. Mr. Pfeil holds a Bachelor of Science degree in Accounting from Elizabethtown College and an M.B.A. from Saint Joseph’s University.

  5. Continuing Directors

    Continuing Directors The following is a brief biography of each current director who is not standing 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 the Board’s 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 and 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. Daniel T. Lemaitre has served on our Board of Directors since April 2011 and is a member of the Board’s 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 CEO of CoreValve, a privately-held company focused on percutaneous aortic valve replacement, from April 2008 until its acquisition by Medtronic PLC, 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 PLC, 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 Medical, Inc., Mitralign Inc., Endologix, Inc. (Chair), Nitinol Development Corporation, and Bioventus Inc. (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. 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 Board’s Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Paul served as our CEO 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 over 300 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, Inc., 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 CEO, 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. 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 George W. 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 George H.W. 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 Inc. (NASDAQ: ARVN), CVS Health Corporation (NYSE: CVS) and Neurocrine Biosciences Inc. (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.

  6. Continuing Directors

    Ann D. Rhoads has served on our Board of Directors since July 2011 and is the Chairperson of the Board’s Audit Committee and a member of its 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). 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 on the Board of Directors. James R. Tobin has served on our Board of Directors since August 2015 and is a member of the Board’s Nominating and Corporate Governance Committee and Compensation Committee. Mr. Tobin served as President and CEO of Boston Scientific Corporation from March 1999 to July 2009. Before joining Boston Scientific Corporation, Mr. Tobin served as the President and CEO 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 directors 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 Inc. (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 its 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 CEO of Boston Scientific Corporation. 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 from July 2015 to September 2023 and as board chair from May 2021 to September 2023. Mr. Wolterman is currently CEO 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 CEO of Endoquest Robotics (formerly ColubrisMX, Inc.) and X-Cath, both privately held medical device companies. Mr. Wolterman previously served as President and CEO of Memorial Hermann Health System, the largest not-for-profit health system in Southeast Texas, from 2002 until 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, Inc. (NASDAQ: HYPR). 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 the Board’s 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 CEO 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, CEO 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 & Touche LLP (“Deloitte”) 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; CEO of Concellera Software, Inc., a document management software company; and CEO 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.

  7. Information Concerning the Board of Directors and Corporate Governance

    Information Concerning the Board of Directors and Corporate Governance

  8. Compensation Overview

    There were no changes to our peer group in 2025. Accordingly, the peer group used to make compensation decisions in 2024 was the same as the peer group used to make compensation decisions in 2025.

  9. Key Elements of Our Compensation Program for 2025

    In 2025, all of our named executive officers received annual grants of options to purchase shares of our common stock as set forth in the “Number of Securities Underlying Options” column of the 2025 Grants of Plan-Based Awards table below. The number of options awarded to each named executive officer generally was aligned with the Compensation Committee’s historical practice. In addition to the annual option awards, in July 2025, Mr. Pfeil and Mr. Kline were granted options to purchase 40,000 and 20,909 shares of common stock in connection with the CEO Appointment and CFO Appointment, respectively. See the section of this Proxy Statement titled “2025 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. Tax withholding We may require 2021 Plan participants to discharge applicable withholding tax obligations with respect to any award granted to the participant. The administrator may in its discretion allow a holder to meet any such withholding tax obligations by electing to have us withhold shares of common stock otherwise issuable under any award (or allow the return of shares of common stock) having a fair market value equal to the sums required to be withheld.

  10. Summary Compensation Table

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

  11. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | David C. Paul, Chairman of the Board of Directors and Executive Chairman | 2025 | 469,388 | 100,000(6) | 2,682,131 | 1,018,980 | 34,680 | 4,305,179 | | | 2024 | 457,419 | - | 1,573,332 | 999,000 | 30,049 | 3,059,800 | | | 2023 | 448,506 | - | 2,015,952 | 726,109 | 31,129 | 3,221,696 | | Keith W. Pfeil, Chief Executive Officer and President | 2025 | 479,467 | 117,000(6) | 2,982,347 | 783,000 | 38,345 | 4,400,159 | | | 2024 | 463,555 | - | 1,258,665 | 605,454 | 35,604 | 2,363,278 | | | 2023 | 414,690 | 100,000 | 1,179,403 | 336,375 | 32,980 | 2,063,448 | | Kyle R Kline, Senior Vice President and Chief Financial Officer | 2025 | 334,040 | 50,000(6) | 762,954 | 200,000 | 33,264 | 1,380,258 | | Kelly G. Huller, Executive Vice President, General Counsel and Corporate Secretary | 2025 | 364,075 | 40,000(6) | 1,430,470 | 411,709 | 34,578 | 2,280,832 | | | 2024 | 357,265 | - | 839,110 | 403,636 | 28,612 | 1,628,623 | | | 2023 | 344,210 | 100,000 | 910,610 | 258,750 | 26,378 | 1,639,948 | | Daniel T. Scavilla, Former Chief Executive Officer and President | 2025 | 284,616 | - | 5,006,645(5) | - | 25,678 | 5,316,939 | | | 2024 | 481,077 | - | 2,936,886 | 1,404,150 | 36,547 | 4,858,660 | | | 2023 | 463,500 | 150,000 | 2,896,394 | 1,021,500 | 32,980 | 4,564,374 |

  12. Summary Compensation Table

    (1)Reflects the base salary earned during the fiscal year covered. (2)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 2025 Annual Report. See the section of this Proxy Statement titled “2025 Outstanding Equity Awards at Fiscal-Year-End” below, for a description of those stock option awards. (3)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. (4)Amounts for 2025 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 2025 were $18,467 for Messrs. Kline and Pfeil, $15,592 for Mr. Paul, $10,654 for Mr. Scavilla and $14,839 for Ms. Huller. (5)Mr. Scavilla forfeited his 2025 equity award upon his resignation. (6)Reflects the One-Time Bonuses awarded by the Compensation Committee.

  13. 2025 Grants of Plan-Based Awards

    2025 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 Plan in 2025, which constitute all of the plan-based awards granted to our named executive officers in 2025.

  14. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | | Name | Grant Date | 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 | — | — | 1,098,900 | 1,448,550 | — | — | — | | | January 23, 2025 | — | — | — | 75,000 | 92.42 | 2,682,131 | | Keith W. Pfeil | — | — | 844,200(4) | 1,112,809(4) | — | — | — | | | January 23, 2025 | — | — | — | 60,000 | 92.42 | 2,145,705 | | | July 18, 2025(5) | — | — | — | 40,000 | 56.34 | 1,430,470 | | Kyle R. Kline | — | — | 200,000 | 263,636 | — | — | — | | | January 30, 2025 | — | — | — | 9,091 | 93.12 | 325,620 | | | July 18,2025(5) | — | — | — | 20,909 | 56.34 | 437,333 | | Kelly G. Huller | — | — | 444,000 | 585,272 | — | — | — | | | January 23, 2025 | — | — | — | 40,000 | 92.42 | 1,430,470 | | Daniel T. Scavilla (6) | — | — | 1,544,565 | 2,036,018 | — | — | — | | | January 23, 2025 | — | — | — | 140,000 | 92.42 | 5,006,645 |

  15. 2025 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 2025 Annual Report. See the section of this Proxy Statement titled “Outstanding Equity Awards as of December 31, 2025” below, for a description of those stock option awards. (4)These amounts are pro-rated to reflect Mr. Pfeil’s target bonus amounts for seven months serving as Chief Operating Officer and five months serving as Chief Executive Officer. (5)Grants made in connection with the CEO Appointment and the CFO Appointment. (6)Mr. Scavilla forfeited his 2025 equity award and 2025 non-equity incentive bonus upon his resignation.

  16. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 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, 2025.

  17. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options - Exercisable (#) | Number of Securities Underlying Unexercised Options - Unexercisable (#) | Per Share Option Exercise Price ($) | Option Expiration Date | | David C. Paul(1) | 106,250 | — | 26.27 | 1/30/2027 | | (2) | 100,000 | — | 43.77 | 1/22/2028 | | (3) | 100,000 | — | 43.58 | 1/22/2029 | | (4) | 100,000 | — | 53.27 | 1/22/2030 | | (5) | 100,000 | — | 65.05 | 1/14/2031 | | (6) | 73,438 | 1,562 | 63.68 | 1/27/2032 | | (7) | 54,688 | 20,312 | 75.18 | 1/26/2033 | | (8) | 35,938 | 39,062 | 53.75 | 1/26/2034 | | (9) | — | 75,000 | 92.42 | 1/30/2035 | | Keith W. Pfeil(4) | 833 | — | 53.27 | 1/22/2030 | | (5) | 40,000 | — | 65.05 | 1/14/2031 | | (6) | 39,167 | 833 | 63.68 | 1/27/2032 | | (7) | 29,167 | 10,833 | 75.18 | 1/26/2033 | | (10) | 2,813 | 2,187 | 53.02 | 10/10/2033 | | (8) | 28,750 | 31,250 | 53.75 | 1/26/2034 | | (9) | — | 60,000 | 92.42 | 1/30/2035 | | (15) | — | 40,000 | 56.34 | 7/18/2035 | | Kyle R. Kline(5) | 5,000 | — | 80.17 | 8/9/2031 | | (6) | — | 104 | 63.68 | 1/27/2032 | | (11) | — | 1,354 | 53.14 | 3/24/2033 | | (12) | 2,188 | 7,812 | 56.43 | 2/27/2034 | | (13) | 3,594 | 3,906 | 51.87 | 3/14/2034 | | (14) | — | 9,091 | 93.12 | 1/30/2035 | | (15) | — | 20,909 | 56.34 | 7/18/2035 | | Kelly G. Huller(2) | 10,000 | — | 45.64 | 2/2/2028 | | (3) | 40,000 | — | 43.58 | 1/22/2029 | | (3) | 10,000 | — | 46.41 | 2/27/2029 | | (4) | 40,000 | — | 53.27 | 1/22/2030 | | (5) | 30,000 | — | 65.05 | 1/14/2031 | | (6) | 29,375 | 625 | 63.68 | 1/27/2032 | | (7) | 21,875 | 8,125 | 75.18 | 1/26/2033 | | (10 | 2,813 | 2,187 | 53.02 | 10/10/2033 | | (8) | 19,167 | 20,833 | 53.75 | 1/26/2034 | | (9) | — | 40,000 | 92.42 | 1/30/2035 | | Daniel T. Scavilla(16) | — | — | — | — |

  18. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1)These options were granted in 2017. All remaining unexercised stock options from 2017 became exercisable during 2021. (2)These options were granted in 2018. All remaining unexercised stock options from 2018 became exercisable during 2022. (6)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. (7)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. (8)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, 2025, 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 30, 2025, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2026, 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 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. (11)These options were granted on March 24, 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. (12)These options were granted on February 27, 2024, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2025, 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. (13)These options were granted on March 14, 2024, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2025, 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. (14)These options were granted on January 30, 2025, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2026, 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 (15)These options were granted on July 18, 2025, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on July 18, 2026, 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. (16)Mr. Scavilla forfeited all of his outstanding options upon his resignation on July 18, 2025.

  19. 2025 Option Exercises Table

    2025 Option Exercises Table

  20. 2025 Option Exercises Table

    | | Option Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | | David C. Paul | 34,375 | —(1) | | Keith W. Pfeil | 14,167 | 499,960 | | Kyle R. Kline | 18,542 | 555,010 | | Kelly G. Huller | 7,500 | 488,400 | | Daniel T. Scavilla | 137,083 | 1,154,860 |

  21. 2025 Option Exercises Table

    (1)Mr. Paul exercised these options and did not sell them on the open market. Mr. Paul would have realized $2,182,125 of value if he had sold them on the exercise date based on the closing stock price on such date.

  22. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  23. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control As described above, Mr. 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 (except with respect to Mr. Scavilla) upon a change in control and assumes the termination, other than for Cause (as defined in the employment agreements), of the employment of Mr. Pfeil and Ms. Huller in connection with the change in control or a termination without cause or for Good Reason (as defined in the employment agreements). The amounts in the table assume that such change in control was effective as of December 31, 2025. The actual amounts that would be paid can only be determined at the time of a change in control. Mr. Scavilla is not included in the table, as he resigned effective July 18, 2025. Mr. Scavilla was not entitled to any severance payments in connection with his resignation, and he forfeited all of his outstanding equity awards.

  24. 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 | – | 1,594,215 | 1,594,215 | | Keith W. Pfeil | 491,493 | 2,513,630 | 3,005,123 | | Kyle R. Kline | — | 1,075,939 | 1,075,939 | | Kelly G. Huller | 376,101 | 887,473 | 1,263,574 |

  25. 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, 2025, calculated based on a closing price of $87.31 of our common stock on December 31, 2025.

  26. Non-Employee Director Compensation

    Non-Employee Director Compensation

  27. 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, 2025.

  28. Director Compensation

    | Name | Fees earned or paid in cash ($) | Option Awards(1)(2) ($) | All Other Compensation ($) | Total ($) | | Daniel T. Lemaitre | 90,000 | 581,055 | — | 671,055 | | Ann D. Rhoads | 110,000 | 581,055 | 306,400(3) | 997,455 | | James R. Tobin | 120,000 | 581,055 | — | 701,055 | | David D. Davidar | 90,000 | 581,055 | — | 671,055 | | Stephen T. Zarrilli | 80,000 | 581,055 | — | 661,055 | | Robert A. Douglas | 80,000 | 581,055 | — | 661,055 | | John A. DeFord | 80,000 | 581,055 | — | 661,055 | | Leslie V. Norwalk | 80,000 | 581,055 | — | 661,055 | | Daniel J. Wolterman | 80,000 | 581,055 | — | 661,055 |

  29. Director Compensation

    (1)Reflects the grant date fair value for each non employee director’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 2025 Annual Report on Form 10-K. See the section of this Proxy Statement titled “2025 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, 2025:

  30. Director Compensation

    | Name | Total Shares Subject to Outstanding Stock Options (#) | | Daniel T. Lemaitre | 60,625 | | Stephen T. Zarrilli | 100,000 | | Ann D. Rhoads | 175,000 | | Robert A. Douglas | 100,000 | | James R. Tobin | 101,666 | | David D. Davidar | 175,000 | | John A. DeFord | 45,000 | | Leslie V. Norwalk | 45,000 | | Daniel J. Wolterman | 45,000 |

  31. Director Compensation

    (3)In 2025, Ms. Rhoads received a cash payment in the amount of $306,400 to compensate for a tranche of 10,000 options at a $23.95 strike price that inadvertently were allowed to expire on January 23, 2024 before they were exercised. The amount was calculated assuming a market rate of $54.50 as of the date of expiration.

  32. Narrative Disclosure Relating to Director Compensation Table

    Narrative Disclosure Relating to Director Compensation Table

  33. Director Compensation

    Director Compensation The form and amount of director compensation are determined and reviewed annually by the Compensation Committee. There were no changes to the non-employee director compensation in 2025. In 2025, 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 $10,000 per year for each committee membership. The lead independent director, currently Mr. Tobin, received $30,000 for serving in such role. We also reimburse all non-employee directors for reasonable 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.

  34. Pay vs. Performance Disclosure

    Pay vs. Performance Disclosure The following table and related disclosure below are provided in compliance with the requirements of Item 402(v) of Regulation S-K to summarize information regarding the relationship between “Compensation Actually Paid” (“CAP”) (as calculated under applicable SEC rules), for our Principal Executive Officer (“PEO”) and our non-PEO named executive officers (“NEOs”), on an average basis, and the Company’s financial performance for 2025, 2024, 2023, 2022, and 2021. The methodology for calculating amounts presented in the columns “Compensation Actually Paid for PEO” and “Average Compensation Actually Paid for Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. The calculations and analysis below do not necessarily reflect our approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis of this Proxy Statement. Pay vs. Performance Tabular Disclosure

  35. Pay vs. Performance Disclosure

    | | Pay vs Performance Tabular Disclosure (1) | | | | | | | | Summary Compensation Table Total for First PEO | Summary Compensation Table Total for Second PEO | Summary Compensation Table Total for Third PEO | Compensation Actually Paid for First PEO(2) | Compensation Actually Paid for Second PEO(2) | Compensation Actually Paid for Third PEO(2) | | 2025 | — | $5,316,939 | $4,400,159 | — | $(5,700,843) | $4,958,872 | | 2024 | — | $4,858,660 | — | — | $9,500,719 | — | | 2023 | — | $4,564,374 | — | — | $1,876,064 | — | | 2022 | $4,737,281 | $3,818,318 | — | $(4,461,442) | $4,168,890 | — | | 2021 | $5,088,592 | — | — | $7,696,296 | — | — |

  36. Pay vs. Performance Disclosure

    | | Pay vs Performance Tabular Disclosure (1) | | | | | | | | | | Value of Fixed $100 Investment Based On: | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid for Non-PEO NEOs(3) | Globus Medical Total Shareholder Return (4) | S&P 500 Health Care Equipment Index Total Shareholder Return (4) | Net Income | Revenue (GAAP)(5) | | 2025 | $2,655,423 | $2,532,131 | $134 | $127 | $537,868,000 | $2,938,931,000 | | 2024 | $2,350,567 | $4,425,474 | $127 | $117 | $102,984,000 | $2,519,355,000 | | 2023 | $2,308,364 | $749,611 | $82 | $106 | $122,873,000 | $1,568,476,000 | | 2022 | $1,750,743 | $2,203,657 | $114 | $97 | $190,169,000 | $1,022,843,000 | | 2021 | $1,606,690 | $2,403,858 | $111 | $119 | $149,191,000 | $958,102,000 |

  37. Pay vs. Performance Disclosure

    (1)The Company’s PEO for 2021 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 and remained the PEO until July 2025.In July, Keith Pfeil (Third PEO) succeeded Daniel Scavilla as the Company’s principal executive officer. The Company’s non-PEO NEOs for 2021 were David Paul, Daniel Scavilla, Keith Pfeil, and Kelly Huller. The Company’s non-PEO NEOs for 2022, 2023, and 2024, were David Paul, Keith Pfeil, and Kelly Huller. The Company’s non-PEO NEOs for 2025, were David Paul, Kelly Huller, and Kyle Kline. (2)The dollar amounts reported in these columns represent the amount of CAP to the First PEO, Second PEO, and Third PEO, as applicable, in 2021, 2022, 2023, 2024, and 2025, 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 CAP to the non-PEO NEOs in 2021, 2022, 2023, 2024, and 2025, 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)For purposes of calculating peer group total shareholder return (“TSR”), the S&P 500 Health Care Equipment Index was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. (5)We identified revenue as our Company-Selected Measure that represents, in our view, the most important measure used to link CAP to performance for 2025.

  38. Pay vs. Performance Disclosure

    | | PEO Compensation Actually Paid Detail | | | | | | | | | David Demski (First PEO) | | Daniel Scavilla (Second PEO) | | | | Keith Pfeil (Third PEO) | | Compensation Element | 2021 | 2022 | 2022 | 2023 | 2024 | 2025 | 2025 | | Summary Compensation Table (SCT) Reported Total Compensation | $5,088,592 | $4,737,281 | $3,818,318 | $4,564,374 | $4,858,660 | $5,316,939 | $4,400,159 | | Aggregate SCT Reported Equity Compensation (-) | $(3,397,855) | $(3,043,385) | $(2,447,972) | $(2,896,394) | $(2,936,885) | $(5,006,644) | $(2,982,347) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 4,865,705 | — | $2,948,098 | $1,887,506 | $5,652,965 | — | $3,792,429 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $438,419 | — | $66,569 | $(992,001) | $1,504,125 | — | $51,812 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | $701,435 | $(118,092) | $(216,123) | $(687,421) | $421,854 | $(287,394) | $(303,181) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) (a)(b) | — | $(6,037,246) | — | — | — | $(5,723,744) | — | | Compensation Actually Paid Determination | $7,696,296 | $(4,461,442) | $4,168,890 | $1,876,064 | $9,500,719 | $(5,700,843) | $4,958,872 |

  39. Pay vs. Performance Disclosure

    (a)Reflects unvested stock option awards canceled in connection with the First PEO’s formal resignation as an employee of the Company (effective June 2022). (b)Reflects unvested stock option awards canceled in connection with the Second PEO’s formal resignation as an employee of the Company (effective July 2025).

  40. Pay vs. Performance Disclosure

    | | Average Non-PEO NEO Compensation Actually Paid Detail | | | | | | Compensation Element | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table (SCT) Reported Total Compensation | $1,606,690 | $1,750,743 | $2,308,364 | $2,350,567 | $2,655,423 | | Aggregate SCT Reported Equity Compensation (-) | $(1,067,898) | $(980,646) | $(1,368,655) | $(1,223,702) | $(1,625,185) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $1,529,222 | $1,545,476 | $879,502 | $2,355,402 | $1,708,946 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $178,265 | $66,843 | $(615,227) | $700,008 | $44,070 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | $157,579 | $(178,759) | $(454,373) | $243,199 | $(251,123) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | — | | Compensation Actually Paid Determination | $2,403,858 | $2,203,657 | $749,611 | $4,425,474 | $2,532,131 |

  41. Pay vs. Performance Narrative Disclosure

    Pay vs. Performance Narrative Disclosure The Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation 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 TSR to a peer comparator index, as well as CAP relative to the Company’s TSR, net income, and revenue over the last five completed fiscal years. The correlation between CAP and TSR demonstrates that NEO pay outcomes generally moved directionally with stockholder value creation throughout the measurement period. However, such alignment was impacted by leadership changes, which caused CAP to vary significantly across the three PEOs. For example, the First PEO’s negative CAP in 2022 ($4.5 million) and the Third PEO’s negative CAP in 2025 ($5.7 million) both reflect transition and forfeiture impacts. Notably, the Company outperformed the S&P 500 Health Care Equipment Index in the fiscal years ended December 31, 2022, 2024, and 2025. SEC rules require net income to be presented as a performance measure in the Pay Versus Performance table above. As illustrated in the table, changes in CAP for our PEO and non-PEO NEOs are not totally aligned with performance on net income as a financial performance measure. The relationship between CAP and net income, instead, reflects the multi-faceted nature of our performance assessment, with CAP influenced by both operational performance and market-based factors. The relationship between CAP and revenue demonstrates the impact of leadership transitions on pay outcomes despite strong operational growth throughout the measurement period. While all of our NEOs’ annual incentive cash bonuses were earned based on total Company revenue achievement, as noted above, leadership transitions significantly impacted CAP outcomes. However, during periods of stable leadership, such as the Second PEO’s tenure during 2023 and 2024, PEO CAP and non-PEO CAP both reflect strong correlation with revenue performance. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance In 2025, revenue was the only performance metric utilized to link compensation (for all NEOs) to Company performance. In 2025, executive annual incentive cash bonus were earned based on total Company revenue achievement and NEO equity awards were issued exclusively in the form of time-vested stock options. Because there was only one metric, the Company chose not to use a tabular format See the ‘Compensation Discussion & Analysis’ above and published in the Company’s historical proxy statements for additional detail on NEO compensation actions. Note, the value ultimately realized by the Company’s NEOs is still subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization).

  42. 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 2025, the total compensation of the selected median employee was $128,616. The annual total compensation of Mr. Pfeil, our Chief Executive Officer, was $4,462,237, which represents an annualized amount of compensation had Mr. Pfeil served as Chief Executive Officer for all of 2025, assuming Mr. Pfeil had been paid his new base salary level for all of 2025 and a non-equity incentive bonus using a non-prorated target bonus amount. The resulting ratio of the annual total compensation of Mr. Pfeil, our Chief Executive Officer, to the median of the annual total compensation of all employees was approximately 35 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, 2025; (ii) we applied an exchange rate as of December 31, 2025 to convert all international currencies into U.S. dollars; and (iii) we used cash compensation paid to our employees during 2025 as our consistently applied compensation measure. For 2025, we omitted 585 employees of Nevro that became our employees as a result of our acquisition of Nevro on April 3, 2025, as permitted by Item 402(u) of Regulation S-K. After identifying our median employee, we calculated total 2025 compensation for our median employee and the total annualized compensation of Mr. Pfeil, 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.