DEF 14A of Treace Medical Concepts, Inc., Apr 6, 2026

DEF 14A of Treace Medical Concepts, Inc.

Filed Apr 6, 2026 · FY20250001630627-26-000005

Open on EDGAR

  1. Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

  2. Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    | | | Lance A. Berry Mr. Berry has served as a member of our Board since October 2022. Since December 2023, he has served as Executive Vice President, Chief Financial Officer of Artivion (NYSE: AORT), a cardiac and vascular surgery company focused on aortic disease. In August 2025, his title with Artivion was changed to Executive Vice President, Chief Operating Officer and Chief Financial Officer. From April 2002 until its acquisition by Stryker Corporation (NYSE: SYK) in November 2020, Mr. Berry worked for Wright Medical Group, Inc., joining in 2002 as Vice President, Corporate Controller and being promoted to various roles culminating in the roles of Senior Vice President, Chief Financial Officer from December 2009 to January 2019 and Executive Vice President, Chief Financial and Operations Officer from January 2019 to November 2020. Before joining Wright Medical, he was an accountant in the auditing division of Arthur Andersen, LLP, from 1995 to 2002. He served on the board of directors of Vapotherm (OTCQX: VAPO), a publicly traded developer and manufacturer of advanced respiratory technology, from January 2020 to September 2024. Mr. Berry holds both a bachelor’s degree and a master’s degree in accounting from the University of Mississippi and is a certified public accountant (current status inactive). Qualifications We believe that Mr. Berry is qualified to serve on our Board due to his extensive financial and managerial experience as a senior financial executive of publicly traded medical device companies, as well as his experience serving on the board of directors of other medical technology companies. | | Age | Tenure | | | 53 | 3.5 Years | | | Committees • Audit | | |

  3. Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    | | | Elizabeth "Betsy" S. Hanna Ms. Hanna has served as a member of our Board since October 2021. In March 2024, Ms. Hanna was appointed President & US General Manager of Cyted Health, Inc., a provider of genomic diagnostic tests for diseases of the esophagus. From March 2022 to September 2023, Ms. Hanna served as Executive Vice President and Chief Commercial Officer of Agendia, Inc., a provider of molecular diagnostic test solutions. She served as President and Chief Executive Officer and a board member of Clinical Genomics, Inc., a provider of cancer diagnostic solutions, from January 2019 to March 2022. From October 2018 until her promotion, she was Chief Commercial Officer of Clinical Genomics. From December 2014 to September 2018, she served as President and Chief Operating Officer of Origin, Inc., a clinical-stage biotech company. From 2006 to April 2014, Ms. Hanna held positions of increasing responsibility at Johnson & Johnson (NYSE: JNJ), including most recently as Vice President, Global Strategic Marketing – Acuvue Brand from October 2012 to April 2014. She also served as a member of the Global Management Board for J&J Vision Care from October 2012 to April 2014. Ms. Hanna holds a BS in Chemical Engineering from the University of Illinois and an MBA from Harvard Business School. Qualifications We believe that Ms. Hanna is qualified to serve on our Board due to her experience at developing company strategies, operational plans, leadership teams, and performance management systems to commercialize innovative medical therapies, including as a chief executive officer. | | Age | Tenure | | | 61 | 4.5 Years | | | Committees • Compensation • Nominating and Corporate Governance | | |

  4. Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    | 8 | |

  5. Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    | | | Jane E. Kiernan Ms. Kiernan has served as a member of our Board since October 2022. Ms. Kiernan has served as the Chief Executive Officer and a member of the board of directors of Surgimatix, Inc., a privately held medical device company, since February 2022. In addition, she served as Interim Chief Financial Officer from March 2023 to September 2025. Prior to her role as Chief Executive Officer, Ms. Kiernan served as Surgimatix's Chief Business Officer from May 2020 until February 2022. In January 2018, Ms. Kiernan co-founded K2 Biotechnology Ventures, an organization engaged in developing and commercializing university and medical center innovations. From October 2010 to May 2017, Ms. Kiernan served as the Chief Executive Officer of Salter Labs Inc., a manufacturer of specialty respiratory and airway management medical devices. From 2000 to 2010, Ms. Kiernan held executive and general management positions with Baxter Healthcare Corporation (NYSE: BAX). Ms. Kiernan serves on the board of Pharmazz, Inc., a private biopharmaceutical company, and AVeta Medical Ltd., a private medical device company. She previously served on the board of directors of Axonics, Inc. (NASDAQ: AXNX), a publicly traded global leader in incontinence therapies acquired by Boston Scientific in 2024; Endologix, Inc. (OTC: ELGXQ), a publicly traded provider of minimally invasive treatments of aortic disorders; and American Medical Systems (NASDAQ: AMMD), a publicly traded life sciences company acquired by Endo Pharmaceuticals. Ms. Kiernan holds a BS in business from Southern Methodist University. Qualifications We believe that Ms. Kiernan is qualified to serve on our Board due to her experience as an executive, including as a chief executive officer, leading medical device companies, as well as her experience serving on the board of directors, and audit and compensation committees of other medical technology companies. | | Age | Tenure | | | 65 | 3.5 Years | | | Committees • Compensation | | |

  6. Class II Director Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    | 2026 PROXY STATEMENT | 9 |

  7. Class III Directors whose terms in office expire at the 2027 Annual Meeting of Stockholders

    Class III Directors whose terms in office expire at the 2027 Annual Meeting of Stockholders

  8. Class III Directors whose terms in office expire at the 2027 Annual Meeting of Stockholders

    | | | John K. Bakewell Mr. Bakewell has served as a member of our Board since November 2020. He is an experienced executive with more than 30 years of service across the medical device, diagnostics, specialty pharma and healthcare services sectors. He most recently held the position of Chief Financial Officer of Exact Sciences Corporation (NASDAQ: EXAS), a molecular diagnostics company. Mr. Bakewell also previously served as Chief Financial Officer at Lantheus Holdings, Inc. (NASDAQ: LNTH), a diagnostic medical imaging company, Interline Brands, Inc., RegionalCare Hospital Partners, Inc., Wright Medical Group, Inc., which was acquired by Stryker Corporation (NYSE: SYK) in November 2020, Cyberonics, Inc., now part of LivaNova PLC (NASDAQ:LIVN), Altra Energy Technologies, Inc. and ZEOS International, Ltd. Mr. Bakewell has served as a member of the board of directors of Xtant Medical Holdings, Inc. (NYSE MKT: XTNT), a medical device company, since February 2018. Mr. Bakewell also previously served as a member of the board of directors of Neuronetics, Inc. (NASDAQ: STIM), a medical technology company, from May 2020 until May 2024, Entellus Medical, Inc., now part of Stryker Corporation (NYSE: SYK), ev3 Inc., now part of Medtronic plc (NYSE: MDT) and Corindus Vascular Robotics, Inc., now a Siemens Healthineers company. Mr. Bakewell holds a BA in Accounting from the University of Northern Iowa and is a certified public accountant (current status inactive). Qualifications We believe that Mr. Bakewell is qualified to serve on our Board due to his extensive financial and managerial experience as a senior executive of several publicly traded medical technology companies, as well as his experience serving on the board of directors of other medical technology companies. | | Age | Tenure | | | 64 | 5.5 Years | | | Committees • Audit (Chair) • Nominating and Corporate Governance | | |

  9. Class III Directors whose terms in office expire at the 2027 Annual Meeting of Stockholders

    | | | John T. Treace Mr. Treace founded Treace Medical Concepts in 2014 and has served as our Chief Executive Officer and a member of our Board since our inception. He became the Chair of our Board in May 2025. Before founding the Company, Mr. Treace served as Senior Vice President of U.S. Sales and Global Marketing from January 2010 to January 2013, as Vice President, Biologics and Extremities, from January 2003 to December 2009, as Senior Director of Biologics Marketing from July 2001 to June 2003, and as Senior Director of Sales Administration from November 2000 to June 2001 for Wright Medical Group, Inc., a medical device company, which was acquired by Stryker Corporation (NYSE: SYK) in November 2020. Before that, Mr. Treace held positions at Xomed Surgical Products, Inc., including as Director of Marketing from June 1998 to September 2000 and as Senior Product Manager from April 1996 to June 1998. From July 2010 to July 2013, Mr. Treace served on the board of directors of ENTrigue Surgical, which was acquired by Arthrocare Corporation. Mr. Treace holds a BS in Finance from Seattle University. Qualifications We believe Mr. Treace is qualified to serve on our Board due to his extensive knowledge as our Company’s founder and Chief Executive Officer, his prior commercial and general management experience with a market-leading, publicly traded foot and ankle medical device company, and his prior experience as a board member for ENTrigue Surgical. | | Age | Tenure | | | 54 | 12 Years | | | • Chief Executive Officer, Chair of the Board, and Founder | | |

  10. Class III Directors whose terms in office expire at the 2027 Annual Meeting of Stockholders

    | 10 | |

  11. Class I Directors whose terms in office expire at the 2028 Annual Meeting of Stockholders

    Class I Directors whose terms in office expire at the 2028 Annual Meeting of Stockholders

  12. Class I Directors whose terms in office expire at the 2028 Annual Meeting of Stockholders

    | | | Lawrence W. Hamilton Mr. Hamilton has served as a member of our Board since November 2020. Mr. Hamilton has served as an Executive Coach and Senior Adjunct Faculty with the Leadership Development Institute at Eckerd College since September 2008. From July 1993 to July 2006, Mr. Hamilton served in various roles at Tech Data Corporation, most recently as Senior Vice President, Human Resources and Chief Human Resources Officer. From 1991 to 1993, Mr. Hamilton served as Vice President of Human Resources and Administration at Linvatec. From 1985 to 1991, Mr. Hamilton served in a variety of human resource management positions at Bristol-Myers Squibb Company (NYSE: BMY). Mr. Hamilton has also previously served as a member of the board of directors of Wright Medical Group, Inc., which was acquired by Stryker Corporation (NYSE: SYK) in November 2020, and HomeBanc Mortgage (NYSE: HBMC). Mr. Hamilton holds a BA in Political Sciences from Fisk University, an MPA (Labor) Policy from the University of Alabama and an Ed.S. in Human Resources Development from George Washington University. Mr. Hamilton is a certified Senior Professional in Human Resources and holds the Certified Compensation Professional designation from the American Compensation Association and the Board Certified Coach credential from the Center For Credentialing and Education. Qualifications We believe that Mr. Hamilton is qualified to serve on our Board due to his experience in managing employees, establishing compensation policies and guidelines, and serving in board committee roles. | | Age | Tenure | | | 68 | 5.5 Years | | | Committees • Audit • Compensation (Chair) | | |

  13. Class I Directors whose terms in office expire at the 2028 Annual Meeting of Stockholders

    | | | Deepti Jain Ms. Jain has served as a member of our Board since October 2021. From January 2019 to December 2020, Ms. Jain served as the President of IngenioRx, Inc., a subsidiary of Anthem, Inc. (NYSE: ANTM). From 2014 to 2018, Ms. Jain served as Senior Vice President and Chief Operating Officer of Anthem Pharmacy Solutions, a division of Anthem, Inc. Ms. Jain served as Chief Financial Officer and Senior Vice President of Finance of the Health Plan Division of Medco Health Solutions Inc. from 2010 to 2012. Ms. Jain served as a member of the board of directors, audit committee, and compliance and reimbursement committee of Tactile Systems Technology, Inc. (NASDAQ: TCMD), a publicly traded medical device company, from January 2021 to May 2023. Ms. Jain holds a BA in Philosophy and Classical Music from Dayanand Anglo Vedic College, an MA in English Literature from Guru Nanak Dev University and an MBA from Zicklin School of Business at Baruch College. Qualifications We believe that Ms. Jain is qualified to serve on our Board due to her experience in launching fast-growing businesses, including as a chief financial officer and chief operating officer, her expertise in the healthcare industry, and her service on the board of directors of other publicly traded medical device companies. | | Age | Tenure | | | 58 | 4.5 Years | | | Committees • Audit • Nominating and Corporate Governance (Chair) | | |

  14. Class I Directors whose terms in office expire at the 2028 Annual Meeting of Stockholders

    | 2026 PROXY STATEMENT | 11 |

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  16. Non-employee Director Compensation Policy

    Non-employee Director Compensation Policy In consultation with Compensia, our independent compensation consultant, and with reference to Compensia’s annual director compensation benchmarking review, our Board has adopted a non-employee director compensation policy which includes cash retainers for Board and committee service, an initial equity grant when the non-employee director first joins the Board (the "initial equity grant") and an annual equity grant awarded to non-employee directors (the "annual equity grant"). Cash Compensation. Effective February 19, 2025, all non-employee directors were entitled to receive the following cash compensation for their service: • $45,000 per year for services as a Board member; • $50,000 per year additionally for service as Board Chair; • $50,000 per year additionally for service as lead independent director; • $20,000 per year additionally for service as Chair of the Audit, Compensation or NCG Committee; • $10,000 per year additionally for service as an Audit, Compensation or NCG Committee member. Each annual cash retainer and additional annual fee is paid quarterly in arrears on a prorated basis. Between January 1, 2025 and February 19, 2025, the annual retainers were the same as stated above, but the retainer for the Board Chair was $45,000. Equity Compensation. Non-employee directors are entitled to receive all types of awards (except incentive stock options) under the 2021 Incentive Award Plan (the "2021 Plan") (or the applicable equity plan in place at the time of grant), including discretionary awards not covered under the non-employee director compensation policy. For 2025, the allocation of director equity awards was revised to grant the awards 100% in restricted stock units. Accordingly, under the non-employee director compensation policy in effect during 2025, nondiscretionary, automatic grants of restricted stock units are made to our non-employee directors as follows: • Initial restricted stock unit grant: Upon joining our Board, the director is granted an initial award of restricted stock units with a $300,000 target value, with the number of restricted stock units determined based on the closing price of our common stock on the grant date, rounded up to the nearest whole number. • Annual restricted stock unit grant: On the date of each annual meeting of stockholders, the director is granted an annual award of restricted stock units with a $160,000 target value, with the number of restricted stock units determined based on the closing price of our common stock on the grant date, rounded up to the nearest whole number. Subject to the applicable provisions of the 2021 Plan, (1) the initial restricted stock unit grant will vest as to one-third of the underlying shares on the first, second and third anniversaries of the grant date; and (2) the annual restricted stock unit grant will vest on the earlier of (a) the first anniversary of the grant date or (b) immediately before the next annual meeting of stockholders following the grant date. In each case, vesting is subject to the non-employee director continuing to provide services on the applicable vesting date. Under the non-employee director compensation policy, all restricted stock units granted to members of our non-employee directors will fully vest if the Company experiences a merger or change in control, subject to the applicable non-employee director's continued service as of immediately before such change in control.

  17. Non-employee Director Compensation Policy

    | 2026 PROXY STATEMENT | 23 |

  18. 2025 Director Compensation

    2025 Director Compensation The following table sets forth information for 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors. Certain directors have elected to decline to receive certain types of director compensation and/or have elected to defer the release of vested restricted stock units until either a fixed future date or their ceasing to serve as a director or the occurrence of a change in control event. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, John T. Treace, who is one of our directors, served as our Chief Executive Officer and, accordingly, did not receive any additional compensation for service as Board Chair and as a director. See "Executive Compensation—Summary Compensation Table" for additional information about the compensation for Mr. John T. Treace for his service as an employee.

  19. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | John K. Bakewell | 77,174 | 160,005 | 237,179 | | Lance A. Berry | 55,000 | 160,005 | 215,005 | | Lawrence W. Hamilton | 75,000 | 160,005 | 235,005 | | Elizabeth S. Hanna | 65,000 | 160,005 | 225,005 | | Deepti Jain | 75,000 | 160,005 | 235,005 | | Jane E. Kiernan | 55,000 | 160,005 | 215,005 | | Richard W. Mott(4) | 93,029 | 160,005 | 253,034 | | James T. Treace(5) | 39,993 | — | 39,993 |

  20. 2025 Director Compensation

    (1) The amounts reported represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director for their service as a director during 2025, including annual retainers and fees for service in Board and Committee leadership and membership roles. Cash fees are paid quarterly in arrears. (2) Amounts shown represent the grant date fair value of restricted stock units granted during fiscal year 2025 as calculated in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC Topic 718") and the assumptions outlined in Note 11 to our financial statements in our 2025 Annual Report. (3) The restricted stock units granted to the directors represent the annual grants of restricted stock units described in the narrative above and will vest on May 19, 2026, the date of the 2026 Annual Meeting, since it is earlier than May 20, 2026, which is the first anniversary of the grant date, subject to the respective director's continued service on the vesting date. (4) Director Richard W. Mott resigned from our Board in November 2025. In 2025, he served as a member of the Compensation Committee (from January 2025 to November 2025) and the NCG Committee (from May 2025 to November 2025) and as lead independent director (from January 2025 to November 2025). (5) Director James T. Treace elected to decline restricted stock unit grants that would be awarded under the non-employee director compensation policy. He retired from our Board when his term expired at the 2025 annual meeting of stockholders. He served as Chairman of our Board and as a member of the NCG Committee. The table below shows the aggregate numbers of option awards (all of which are exercisable) and unvested stock awards held as of December 31, 2025 by each non-employee director as of December 31, 2025.

  21. 2025 Director Compensation

    | Name | Options Outstanding at Fiscal Year End | Unvested Outstanding Stock Awards at Fiscal Year End | | John K. Bakewell | 191,607 | 23,917 | | Lance A. Berry | 59,004 | 23,917 | | Lawrence W. Hamilton | 191,607 | 23,917 | | Elizabeth S. Hanna | 82,540 | 23,917 | | Deepti Jain | 82,540 | 23,917 | | Jane E. Kiernan | 59,004 | 23,917 | | Richard W. Mott | 77,430 | — | | James T. Treace | — | — |

  22. 2025 Director Compensation

    | 24 | |

  23. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  24. Compensation Design

    | Type of Compensation | Compensation Component | Terms/Matrix | Purpose | | Fixed, annual | Salary | Competitive amount that reflects the executive’s skill set, experience, role, and responsibilities | Compensate NEOs for day-to-day performance | | Performance-based, annual | Annual cash incentive award | Payouts vary based on performance against prescribed targets for: • Revenue (60%)(1) • Adjusted EBITDA (40%) | Motivate NEOs to achieve short-term financial and strategic performance goals | | Variable, long-term | Restricted stock units ("RSUs") • 50% of target grant value for the CEO • 75% of target grant value for other NEOs | RSUs vest 25% on each of the first four anniversaries of the grant date so long as the recipient remains employed by the Company | Motivate NEOs to remain with the Company and align their interests with those of our stockholders | | Performance-based, long-term | Performance stock units ("PSUs")(2) • 50% of target grant for the CEO • 25% of target grant value for other NEOs | Payouts, if any, vary based on our three-year relative total shareholder return ("TSR") compared to the S&P Health Care Equipment Select Index | Motivate NEOs to achieve long-term performance goals and align their interests with those of our stockholders | | | PSUs for certain officers | PSUs are earned for completion of specific objectives by that officer and then vest over specific periods of service (as discussed below) | Special, non-recurring award to retain and motivate certain NEOs to accomplish specific objectives |

  25. Compensation-Setting Process

    Compensation-Setting Process Role of the Compensation Committee. The Compensation Committee is responsible for establishing and administering the annual incentive programs for the NEOs, overseeing and administering our equity incentive plans, and setting the target total direct compensation opportunities for the NEOs other than the CEO. The Compensation Committee recommends the target total direct compensation opportunity for our CEO to the independent members of our Board for their approval. Role of Outside Consultants. From time to time, the Compensation Committee may use outside compensation consultants to assist it in analyzing our compensation programs and in determining appropriate levels of compensation and benefits. The Compensation Committee first engaged Compensia, Inc., a national compensation consulting firm, to provide advice on compensation before TMCI became a publicly traded company. Since that time, Compensia also has advised the Compensation Committee regarding the selection of a comparator group of peer companies to use for analyzing various compensation design structures and trends, and preparing an analysis of competitive market levels of cash and equity compensation for our executives (as well as our non-employee directors and other employees) based on current market practices. Compensia reports directly to the Compensation Committee and did not provide any non-compensation-related services to TMCI in 2025. Compensia has affirmed its independence on executive compensation matters. The Compensation Committee has evaluated Compensia on each of the six independence factors established by the SEC and the applicable Nasdaq listing standards, and based on this assessment, the Compensation Committee determined that the engagement of Compensia does not raise any conflict of interest or similar concerns. The Compensation Committee has evaluated the independence of its other outside advisors, including outside legal counsel, considering the same independence factors, and concluded that their work for the Compensation Committee does not raise any conflict of interest. Role of Management. In performing its responsibilities, the Compensation Committee consults with members of our management, including our CEO, our CFO and our Chief Human Resources Officer. Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations and viewpoints with respect to adjustments to target total direct compensation opportunities, program structures, and other compensation-related matters for our NEOs, other than with respect to the CEO’s own compensation. Our CEO is not present during any deliberations or decision-making regarding his own compensation. Role of Competitive Market Data. The Compensation Committee approves a compensation comparator group annually, the data from which is used by Compensia to prepare a competitive market analysis for its review. Our comparator group includes direct competitors as well as a broader mix of medical device, medical equipment, and health care technology companies. To determine the 2025 comparator group, the screening criteria considered companies in the medical device, medical equipment, and health care technology industry with similar levels of revenues and market capitalization. The companies comprising the 2025 comparator group were as follows:

  26. Compensation-Setting Process

    For 2026, after reviewing an analysis prepared by and the recommendations of Compensia, the Compensation Committee decided to adjust the comparator group by removing five companies and adding four new companies that better reflected the relevant selection criteria. The companies comprising the 2026 comparator group are as follows:

  27. Compensation-Setting Process

    The Compensation Committee uses the analysis based on data drawn from our compensation comparator group to evaluate the competitive market when determining the target total direct compensation opportunities for our executive officers, including salary, target short-term annual cash incentive award opportunities and long-term equity incentive compensation opportunities. Setting Target Total Direct Compensation. The Compensation Committee conducts an annual review of the compensation arrangements of our NEOs, typically during the first quarter of each fiscal year. As part of this review, the Compensation Committee evaluates salaries, annual cash incentive opportunities, long-term equity incentive opportunities and all performance criteria associated with such incentives. In developing its decisions and recommendations, the Compensation Committee aims to provide market competitive target total direct compensation opportunities, taking into consideration the competitive market analyses discussed above. In addition to market competitiveness, the Compensation Committee also considers various other factors, including the scope and complexity of each executive's role; each executive's experience, qualifications, and skills; historic compensation levels; corporate performance against our financial, operational and strategic objectives; individual performance as compared to our expectations and objectives; our desire to motivate our NEOs to achieve results that contribute to our long-term success and are in stockholders’ best interests; internal pay equity; and the retention risk (and replacement cost) of each NEO. These factors provide a framework for decision-making regarding compensation opportunities and final compensation determinations for each NEO. No single factor is determinative in the Compensation Committee’s decision-making, or weighted in any predetermined manner. Previous Say-on-Pay Vote. In setting the form and amount of compensation for our NEOs, the Compensation Committee also considered the results from our most recent non-binding, advisory stockholder vote on the compensation of our NEOs (a “Say-on-Pay vote”) as well as feedback received from stockholders throughout the year. 94.5% of the votes cast by our stockholders that voted at our 2025 annual meeting of stockholders voted to support our 2024 executive compensation program. Based on this support, the Compensation Committee did not make any fundamental changes to our executive compensation program in 2025. We are conducting a Say-on-Pay vote on the compensation of our NEOs at the 2026 Annual Meeting (see Proposal No. 2). The Board and the Compensation Committee will continue to consider stockholder feedback and the results of our Say-on-Pay votes when making compensation decisions for our executive officers, including our NEOs, in the future.

  28. 2025 Annual Cash Incentive Plan

    2025 Annual Cash Incentive Plan Our NEOs each participate in the annual cash incentive plan that provides for cash awards based on achievement of pre-established annual performance goals, as established by our Compensation Committee and confirmed by our Board. Target Opportunities. Each NEO’s annual bonus opportunity is stated as a percentage of salary. The target short-term annual cash incentive award opportunities for our executive officers, including our NEOs, were recommended to the Compensation Committee by our CEO (except with respect to his own target short-term annual cash incentive award opportunity), and approved by the Compensation Committee (or for the CEO, the independent members of our Board). The determination of target short-term annual cash incentive award opportunities for 2025 was based on the factors described in "Compensation-Setting Process" above and a review of an analysis of competitive market data drawn from the compensation comparator group as approved for use in 2025. After consideration of his responsibilities, tenure, market data and other relevant information, the Compensation Committee increased the target bonus percentage for the CFO from 50% to 65% of base salary. For 2025, the NEOs’ bonus opportunities were as follows:

  29. 2025 Annual Cash Incentive Plan

    | Executive | 2025 Target Bonus (%) | 2025 Target Bonus ($) | | John T. Treace | 100% | 760,000 | | Mark L. Hair | 65% | 333,125 | | Scot M. Elder | 50% | 217,500 | | Gaetano M. Guglielmino | 50% | 220,000 | | Sean F. Scanlan | 50% | 225,000 |

  30. 2025 Annual Cash Incentive Plan

    Performance Metrics. Our 2025 annual cash incentive plan provided for short-term incentive compensation to be earned based upon achievement of performance goals for revenue growth and Adjusted EBITDA (before bonus).

  31. 2025 Annual Cash Incentive Plan

    | Performance Metric | Weighting | Why this Metric was chosen | | Revenue | | Key financial metric used by investors to evaluate the Company's growth and adoption of our products | | Adjusted EBITDA (before bonus) | | Key financial metric used by investors to measure the Company's path to profitability and ability to meet its debt service obligations |

  32. 2025 Annual Cash Incentive Plan

    For each performance metric, the Compensation Committee, after consultation with the management team, established threshold, target, and maximum performance goals, as shown below.

  33. 2025 Annual Cash Incentive Plan

    | Metric | Weight | Minimum Payout | Minimum Achievement Percentage | Target (in millions) (100% payout) | Maximum Payout | Maximum Achievement Percentage | | Revenue(1) | 60% | 33.33% | 92.5% | $236.56 | 150% | 107.5% | | Adjusted EBITDA (before bonus)(2) | 40% | 37.50% | 87.5% | $15.00 | 150% | 110.0% |

  34. 2025 Annual Cash Incentive Plan

    (1) Revenue is our GAAP revenue as reported in our financial statements. Adjusted EBITDA is a non-GAAP financial measure that the Company defines as net loss before depreciation and amortization expense, interest income, interest expense, taxes, share-based compensation expense, acquisition-related costs, restructuring costs, customer credit loss, litigation costs, and debt extinguishment loss. For purposes of the 2025 annual incentive plan, the Adjusted EBITDA metric also excludes corporate bonus expense under this annual incentive plan.

  35. 2025 Annual Cash Incentive Plan

    | 34 | |

  36. 2025 Annual Cash Incentive Plan

    2025 Performance Results and Payouts. Our Compensation Committee determined in early 2026 the performance results for purposes of the 2025 annual cash incentive plan as shown below.

  37. 2025 Annual Cash Incentive Plan

    | Metric | Weight | Target (100% payout) ($ in millions) | Results ($ in millions) | Achievement (% of target) | Weighted payout | | Revenue | 60% | $236.56 | $212.69 | Below threshold | 0% | | Adjusted EBITDA (before bonus) | 40% | $15.00 | $(1.90) | Below threshold | 0% | | Final Payout | | | | | 0.0% |

  38. 2025 Annual Cash Incentive Plan

    Based on these results, in early 2026 the Compensation Committee (and for our CEO, the independent members of our Board) confirmed that no annual cash incentive awards would be paid to the NEOs for 2025. 2025 Supplemental Performance-Based Incentive for Mr. Guglielmino. During 2025, Mr. Guglielmino, our CCO, participated in a supplemental bonus program providing for an additional cash bonus of $75,000 if our 2025 revenue was 101.7% of target and a maximum bonus payment of $300,000 if our 2025 revenue was 104.43% of target (with linear interpolation between 101.7%-104.43%). The purpose of the supplemental bonus program was to further align Mr. Guglielmino’s total compensation and bonus program with similarly situated executives at the Company’s compensation comparator group. Since the Company's revenue did not achieve the threshold performance level, Mr. Guglielmino did not receive the supplemental bonus payment for 2025.

  39. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Annual Long-Term Incentive Awards. The Compensation Committee generally approves equity awards to the NEOs every year in the first fiscal quarter. Long-term incentive compensation opportunities in the form of equity awards are approved by the Compensation Committee (except for the CEO, whose equity awards are approved by the independent members of our Board). The target grant value, number of shares, and forms of such equity awards are determined by the Compensation Committee after considering the factors described in "Compensation-Setting Process" above and reviewing an analysis of competitive market data drawn from the compensation comparator group as approved for use in 2025. As shown below, for 2025, our CEO was granted RSUs and PSUs in equal proportions. Our eligible NEOs (other than the CEO) received the target value of their equity grants in RSUs (75%) and PSUs (25%). In view of his initial equity award upon his appointment as our CCO in 2024, Mr. Guglielmino was not eligible to receive an equity award in the first quarter of 2025.

  40. Long-Term Equity Incentive Compensation

    | Executive | RSUs (#) | PSUs (#) | Target Grant Value ($)(1) | | John T. Treace | 225,000 | 225,000 | $3,600,000 | | Mark L. Hair | 187,500 | 62,500 | $2,000,000 | | Scot M. Elder | 127,500 | 42,500 | $1,360,000 | | Sean F. Scanlan | 140,625 | 46,875 | $1,500,000 |

  41. Long-Term Equity Incentive Compensation

    (1) Actual grant date fair value of awards as reported in the 2025 Summary Compensation Table may differ from the target grant values disclosed in this table, based on fluctuations in our stock price between the time that the awards are considered and approved by the Compensation Committee and the actual date of grant and the applicable financial reporting requirements. See the footnotes to the 2025 Summary Compensation Table for more information about the grant date fair value of the RSUs and PSU awards. Restricted Stock Units. 25% of the RSUs will vest on each of the first four anniversaries of the grant date subject to the recipient's continued service with the Company on the applicable vesting date. Performance Stock Units. The PSUs are earned and vest, if at all, based on our relative total shareholder return performance as compared to the S&P Health Care Equipment Select Index over a three-year performance period, with interim earning opportunities after the first and second years of the performance period. The relative return factor for each performance period is calculated based on the following scale:

  42. Long-Term Equity Incentive Compensation

    | | TMCI 3-year relative TSR vs. Index | PSU Funding (% of Target) | | Max | 75th percentile | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% |

  43. Long-Term Equity Incentive Compensation

    | 2026 PROXY STATEMENT | 35 |

  44. Long-Term Equity Incentive Compensation

    The number of PSUs that are deemed to be earned at the end of each one- and two-year performance period is determined by taking one-third of the NEO’s target PSUs multiplied by the relative return factor for the applicable interim performance period measured as of the end of such interim performance period, although such amount is capped at 100% of one-third of the NEO's target PSUs. The number of PSUs that are earned and vest at the end of the three-year performance period is determined by taking the total number of the NEO’s target PSUs multiplied by the relative return factor for the three-year performance period, and then subtracting any shares of our common stock earned and “banked” for the one-year and two-year performance periods from this resulting product. The total number of shares earned and vested in the one-year and two-year periods is not retroactively adjusted if the three-year calculation, less shares earned in prior periods, is a negative number. Our relative TSR will be measured based on 30-trading-day average stock price immediately before the beginning of the performance period to the 30-trading-day average stock price at the end of the interim and final performance period, as applicable, measured cumulatively over the given performance period beginning January 1, 2025. In the event that a change in control (as defined in the 2021 Plan) occurs before the end of the performance period and subject to the applicable NEO’s continued service immediately before the closing of such change in control, then the performance stock units will convert into time-based restricted stock units immediately before the change in control with the number of converted time-based RSUs equal to the greater of (1) the interim earned performance stock units or (2) the number of performance stock units that would have vested based on actual performance using the change in control price. Such converted and now time-based restricted stock units granted in 2025 will then vest on December 31, 2027, subject to the NEO’s continued service through the vesting date. Regardless of our relative TSR performance, individual payouts (taking into account the performance multiplier and any increases in the stock price) cannot exceed 7.5 times the target value of the recipient’s grant. Since our relative TSR did not meet 25th percentile for the one-year performance period ending December 31, 2025, none of the target shares were deemed earned at the end of the one-year performance period. Initial Equity Awards for CCO. When he joined the Company in December 2024, Mr. Guglielmino received an initial equity grant of 330,000 RSUs and a signing bonus consisting of $100,000 in cash and a grant of 33,000 RSUs. In light of these initial equity awards, Mr. Guglielmino did not receive any additional equity awards in 2025.

  45. Long-Term Equity Incentive Compensation

    | 36 | |

  46. Long-Term Equity Incentive Compensation

    Previously Granted in-Cycle Long-Term Equity Awards. As previously disclosed in the proxy statement filed in 2024, in July 2023, we granted PSU awards to our senior management team, including our incumbent NEOs. The actual number of PSUs that would be earned and vest, if any, would be determined in July 2025 based on the Company's TSR relative to the TSR of the S&P Health Care Equipment Select Index. Since our relative TSR did not meet 25th percentile for the two-year performance period ending in July 2025, none of the shares were deemed earned at the end of the performance period, and these PSUs were cancelled. Similarly, as previously disclosed in our 2025 proxy statement, in January 2024, we granted PSU awards to our senior management team, including our then-incumbent NEOs. Consistent with the PSUs granted in 2025, these PSUs provide for up to one-third of the NEO’s target PSUs to be earned at the end of an interim one-year performance period ending December 31, 2024 and an interim two-year performance period ending December 31, 2025. Since our relative TSR did not meet 25th percentile for either interim performance period, none of these PSU shares have yet been deemed earned. Special Performance-Based Incentives for Certain NEOs. In September 2025, the Compensation Committee awarded special performance-based equity incentives to Mr. Hair, our CFO, and Mr. Elder, our CL&CO. Mr. Hair has assumed significant additional work in managing the Company's investor relations and finance and accounting functions in connection with the Company's transformation into a comprehensive bunion solutions company in challenging economic and competitive conditions. Given these factors and Mr. Hair's importance to the success of the Company's transformation, the Compensation Committee determined that a special incentive arrangement for Mr. Hair was necessary and appropriate to retain and compensate him for these additional responsibilities while directly aligning his incentives with the success of these key financial objectives. Accordingly, the Compensation Committee approved the grant to Mr. Hair of 300,000 PSUs, with one-third of the total number of PSUs granted allocated to each of three performance goals (each, a “Performance Goal”). Any earned PSUs are subject to a subsequent service-based vesting requirement as well. PSUs that do not satisfy the Performance Goal by the end of the applicable performance period will be forfeited for no consideration. • Performance Goal 1 - Debt Refinancing: One-third of the PSUs would satisfy the first Performance Goal depending on the Company's closing of a debt refinancing, with 100% of these PSUs shares to be earned if the debt refinancing was completed on or before December 31, 2025 and 50% earned if completed on or before March 31, 2026 (as determined by the Compensation Committee). The earned PSUs would then vest at the rate of 25% on April 15, 2026 and 25% on each February 15 of 2027, 2028, and 2029, subject to Mr. Hair's continued service through the applicable vesting date. On April 1, 2026, the Compensation Committee determined that the debt refinancing condition had been met by December 31, 2025, and accordingly, Mr. Hair earned 100,000 of these PSUs, which vest on the dates previously described. • Performance Goal 2 - Free Cash Flow: One-third of the PSUs will satisfy the second Performance Goal if the Company achieves a certain free cash flow improvement objective for fiscal year 2026 and, if achieved, will vest at the rate of one-third of such PSUs on each February 15 of 2027, 2028, and 2029, subject to Mr. Hair's continued service through the applicable vesting date. • Performance Goal 3 - Revenue Growth: The final one-third of the PSUs will satisfy the third Performance Goal if the Company achieves certain revenue growth levels over fiscal years 2026–2028 and, if achieved, will vest on February 15, 2029, subject to Mr. Hair's continued service through that vesting date. Upon a change in control (as defined in the 2021 Plan), subject to Mr. Hair’s continued service through the change in control, the Performance Goals not yet satisfied will be deemed satisfied as of immediately before such change in control and the award (to the extent assumed or substituted in the change in control) will convert to a service-based vesting schedule. Mr. Elder has assumed significant additional work in managing a complex and significant lawsuit, the outcome of which is critical to the execution of our future business objectives. Given these factors and Mr. Elder’s institutional knowledge of the matters involved, the Compensation Committee determined that a special incentive arrangement for Mr. Elder was necessary and appropriate to retain and compensate him for these additional responsibilities while directly aligning his incentives with the successful navigation of this lawsuit. Accordingly, the Compensation Committee approved the grant to Mr. Elder of 300,000 PSUs, which vest 100% on achievement of certain outcomes in the lawsuit, subject to Mr. Elder's continuing to be a service provider through the applicable vesting date. Upon a change in control (as defined in the 2021 Plan) before vesting in full of this equity award, the then-unvested PSUs will vest in full on the 18 month anniversary of the closing of such change in control, subject to Mr. Elder's continued service through such date.

  47. Long-Term Equity Incentive Compensation

    | 2026 PROXY STATEMENT | 37 |

  48. 2026 Executive Compensation Strategies

    2026 Executive Compensation Strategies We value the opinions of our stockholders on our executive compensation philosophy, strategies, and actions, as well as related corporate governance matters. As described above, our Board and Compensation Committee considers results of prior Say-on-Pay votes and other stockholder feedback when reviewing our executive compensation program and evaluating its structure and design. Our Board and Compensation Committee strive to be responsive to our stockholders’ observations and policies when making compensation decisions for our executives and ensure we understand and address stockholders' views and concerns. Consistent with these principles, we provide the following information about the Compensation Committee’s preliminary actions in February 2026, which we believe reflect our “pay for performance” philosophy: 2026 Salaries. Based on the Company’s 2025 financial performance, the Compensation Committee determined to maintain the salaries of the NEOs at their 2025 levels. 2026 Annual Cash Incentive Plan. To focus our senior executives on the importance of improving profitability in 2026, the Compensation Committee has approved an annual cash incentive plan with the following design features: • The performance goals continue to be revenue, with a 60% weighting, and Adjusted EBITDA (before bonus), with a 40% weighting. • The threshold and maximum levels of achievement of the revenue metric and the threshold level of achievement of the Adjusted EBITDA (before bonus) metric have been increased from the levels of achievement required under the 2025 annual cash incentive plan. • The plan includes a "governor" on the cash incentive award for our CEO, which provides that the CEO will not receive an annual cash incentive award if payment of the award to the CEO would reduce the Company's Adjusted EBITDA below a pre-established threshold. So long as Adjusted EBITDA after such payment equals or exceeds the pre-established threshold, the annual cash incentive award payable to our CEO will be calculated in accordance with the terms and conditions of the approved 2026 annual cash incentive plan. 2026 Long-Term Equity Incentive Compensation. Based on the Company's 2025 financial performance and after considering projected “burn rates” (share usage) and stockholder dilution, the Compensation Committee decreased the target grant value for 2026 annual long-term incentive awards by more than 50% for the CEO and by more than 25% on average for the other NEOs when compared to the target grant values for these awards in 2025.

  49. Compensation-Related Policies

    *Excludes fees for Committee or Board leadership service. Shares of our common stock that count toward the minimum ownership requirement will include (1) common stock (including restricted common stock that vests solely based on the passage of time) that are not subject to transfer or other restrictions (other than vesting restrictions) held directly by the individual or immediate family members residing in the same household; held in a grantor trust for the benefit of the individual or immediate family members residing in the same household; or owned by a partnership, limited liability company, trust or other entity to the extent of the individual’s interest (or the interest of immediate family members residing in the same household) if the individual has or shares powers to vote or dispose of the shares; (2) common stock subject to outstanding restricted stock unit awards (including vested deferred stock units held under a deferred compensation plan) that vest solely based on the passage of time; and (3) common stock acquired under any employee stock purchase or 401(k) plan. Shares that count toward satisfaction of the minimum ownership requirement will not include (i) shares subject to outstanding and unexercised stock options, whether vested or unvested and whether exercisable or unexercisable; (ii) performance-based vesting restricted common stock or other performance-based incentive awards with respect to the extent applicable performance goals have not been achieved; and (ii) all other forms of derivative securities. The executive officers and directors are expected to achieve the applicable ownership level no later than December 31, 2030 or, if later, the fifth anniversary of their appointments to such roles. Compliance with the stock ownership guidelines will be measured as of the last trading day before December 31 of each year, beginning December 31, 2030. As of the Record Date, all of our executive officers and directors were still within the five-year accumulation period under the stock ownership guidelines, and therefore in compliance with the stock ownership guidelines. Equity Award Timing Policies and Practices. In 2025, we did not grant any options to purchase our common stock to any employees, including for our NEOs. Generally, the grant of options and other equity awards are based upon a predetermined schedule each year as a part of the annual compensation process described in the “Long-Term Equity Incentive Compensation” section above. If long-term incentive compensation is determined to be appropriate, our Board, the Compensation Committee or applicable designee approves any annual grants for continuing employees in the first fiscal quarter commensurate with the prescheduled Board and Committee meetings. If applicable, the grant dates of any options are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of material nonpublic information (“MNPI”) such as on Forms 8-K, 10-Q or 10-K. Grants of equity awards may occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed Board members. The Board, Compensation Committee, or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. Generally, exercise prices are based on the closing price of the underlying common stock on the grant date, subject to the applicable rules for non-qualified stock

  50. Compensation-Related Policies

    options and incentive stock options under the 2021 Plan. Vesting dates for equity awards typically follow a standard annual vesting cadence based on the anniversary of the original grant date and are not timed to anticipate the release of MNPI. There were no grants of options to our NEOs in 2025. Accordingly, there were no options granted within four business days before or one business day after the release of MNPI on Forms 8-K, 10-Q or 10-K in 2025, and no table of such option grants is presented under Item 402(x) of Regulation S-K.

  51. Summary Compensation Table

    Summary Compensation Table The following table sets forth total compensation paid to our NEOs for services performed in 2023, 2024 and 2025.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | John T. Treace | 2025 | 755,353 | — | 4,635,000 | — | — | 14,837(3) | 5,405,190 | | Chief Executive Officer, | 2024 | 723,410 | — | 5,768,814 | — | 89,880 | 15,056 | 6,597,160 | | Founder and Board Chair | 2023 | 684,384 | — | 5,350,966 | 1,977,589 | 393,000 | 16,696 | 8,422,635 | | Mark L. Hair | 2025 | 509,959 | — | 4,632,250(4) | — | — | 14,837(5) | 5,157,046 | | Chief Financial Officer | 2024 | 490,082 | — | 3,327,573 | 625,822 | 30,557 | 11,268 | 4,485,302 | | | 2023 | 457,973 | — | 2,987,977 | 1,098,837 | 130,500 | 11,222 | 4,686,509 | | Scot M. Elder | 2025 | 432,096 | — | 1,677,050(6) | — | — | 14,837(7) | 2,123,983 | | Chief Legal & Compliance | 2024 | 409,262 | — | 3,571,932 | 413,126 | 150,619 | 5,676 | 4,550,615 | | Officer, Corporate Secretary | 2023 | 376,822 | — | 2,008,556 | 659,196 | 106,750 | 5,292 | 3,156,616 | | Sean F. Scanlan | 2025 | 446,370 | — | 1,849,688 | — | — | 14,837(8) | 2,310,894 | | Chief Innovation Officer | 2024 | 419,262 | — | 2,189,645 | 437,956 | 26,235 | 12,337 | 3,085,435 | | | 2023 | 380,630 | — | 1,898,436 | 549,683 | 109,500 | 11,629 | 2,949,878 | | Gaetano M. Guglielmino | 2025 | 440,000 | — | — | — | — | 28,536(9) | 468,536 | | Chief Commercial Officer | 2024 | 37,268 | 100,000 | 3,092,760 | — | — | 70 | 3,230,098 |

  53. Summary Compensation Table

    (1) The amounts reported represent the aggregate grant-date fair value of the restricted stock units, performance-based restricted stock units or stock options awarded to the NEOs, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our financial statements in our 2025 Annual Report. For purposes of our annual PSUs, which vest based on the attainment of certain relative total stockholder return metrics (as described in the section above entitled "Compensation Discussion and Analysis—Long Term Equity Incentive Compensation"), the grant date fair value included is based on the probable achievement of such metrics. (2) No annual cash incentive amounts were paid under our annual cash incentive plan for 2025, as described in the section above entitled "Compensation Discussion and Analysis—2025 Annual Cash Incentive Plan." (3) The amount reported in 2025 for Mr. Treace includes $837 for life insurance premiums and $14,000 for the Company’s match of his contributions to our 401(k) plan, which are available to the NEOs on the same basis as other full-time employees. (4) As described in the section above entitled "Compensation Discussion and Analysis—Special Performance-Based Incentives for Certain NEOs," amounts include the grant-date fair value of 300,000 PSUs awarded in September 2025 that are earned based on achievement of the performance-based milestones and then vest based on meeting continued service requirements. The table above includes the grant date fair value determined based on the probable achievement of such metrics, which is also the maximum achievement. (5) The amount reported in 2025 for Mr. Hair includes life insurance premiums of $837 and the Company’s match of his contributions to our 401(k) plan of $14,000, which are available to the NEOs on the same basis as other full-time employees. (6) The amounts in the table do not include any value for the 300,000 PSUs awarded in September 2025 to Mr. Elder that are earned upon meeting performance conditions related to certain outcomes in the complex and significant lawsuit he is managing. We determined as of the grant date it was not probable, as defined under applicable accounting guidance, that the applicable performance conditions for these PSUs would be achieved and, accordingly, the grant date fair value of these PSUs for purposes of this table is $0. The maximum potential value of these PSUs at the grant date, assuming the performance conditions are achieved in full, is $2,166,000. (7) The amount reported in 2025 for Mr. Elder includes life insurance premiums of $837 and the Company’s match of his contributions to our 401(k) plan of $14,000, which are available to the NEOs on the same basis as other full-time employees. (8) The amount reported in 2025 for Mr. Scanlan includes life insurance premiums of $837 and the Company’s match of his contributions to our 401(k) plan of $14,000, which are available to the NEOs on the same basis as other full-time employees. The amount reported in 2025 for Mr. Guglielmino includes life insurance premiums of $837, temporary housing expenses paid during 2025, including utilities and internet service, of $10,486, tax gross up on the temporary living expenses of $3,212, and the Company’s match of his contributions to our 401(k) plan of $14,000, which are available to the NEOs on the same basis as other full-time employees.

  54. Summary Compensation Table

    | 2026 PROXY STATEMENT | 41 |

  55. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table sets forth information regarding grants of plan-based awards to our NEOs during 2025.

  56. Grants of Plan-Based Awards for 2025

    | | | Estimated future payouts under non- equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | | | | | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All other stock awards: Number of shares of stock or units (#)(3) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and options awards ($)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | John T. | — | 380,000 | 760,000 | 1,140,000 | — | — | — | — | — | — | — | | Treace | 1/22/2025 | — | — | — | 112,500 | 225,000 | 450,000 | — | — | — | 2,513,250 | | | 1/22/2025 | — | — | — | — | — | — | 225,000 | — | — | 2,121,750 | | Mark L. Hair | — | 166,563 | 333,125 | 499,688 | — | — | — | — | — | — | — | | | 1/22/2025 | — | — | — | 31,250 | 62,500 | 125,000 | — | — | — | 698,125 | | | 1/22/2025 | — | — | — | — | — | — | 187,500 | — | — | 1,768,125 | | | 9/15/2025 | — | — | — | 100,000(5) | 300,000(5) | N/A | — | — | — | 2,166,000(5) | | Scot M. Elder | — | 108,750 | 217,500 | 326,250 | — | — | — | — | — | — | — | | | 1/22/2025 | — | — | — | 21,250 | 42,500 | 85,000 | — | — | — | 474,725 | | | 1/22/2025 | — | — | — | — | — | — | 127,500 | — | — | 1,202,325 | | | 9/15/2025 | — | — | — | N/A | 300,000(6) | N/A | — | — | — | —(6) | | Sean F. | — | 112,500 | 225,000 | 337,500 | — | — | — | — | — | — | — | | Scanlan | 1/22/2025 | — | — | — | 23,438 | 46,875 | 93,750 | — | — | — | 523,594 | | | 1/22/2025 | — | — | — | — | — | — | 140,625 | — | — | 1,326,094 | | Gaetano M. | — | 110,000 | 220,000 | 330,000 | — | — | — | — | — | — | — | | Guglielmino | — | — | 75,000 | 300,000 | — | — | — | — | — | — | — |

  57. Grants of Plan-Based Awards for 2025

    (1) These columns set forth the potential threshold, target and maximum annual cash bonus awards for each NEO under our 2025 cash incentive program based on each NEO’s annual salary and target bonus percentage for 2025. The threshold amounts assume achievement of the minimum threshold for each of the two performance metrics (33.33% of the revenue metric and 37.5% of the Adjusted EBITDA before bonus metric), resulting in 50% payout. The target amounts assume achievement at the target level for each of the two performance goals, resulting in 100% payout. The maximum amounts assume achievement at the maximum level (107.5% of the revenue metric and 110% of the Adjusted EBITDA before bonus metric), resulting in 150% payout. No cash incentive award for 2025 was paid to the NEOs as set forth in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above. These awards are described in further detail above in the section entitled "Compensation Discussion and Analysis—2025 Annual Cash Incentive Plan." For Mr. Guglielmino, this also includes his potential threshold, target and maximum annual cash bonus awards under his supplemental bonus program for 2025. There is no threshold amount, as the minimum payment amount is set forth as the target. The target amounts assume achievement at the target level of 101.7% of target revenue under our annual cash incentive program. The maximum amounts assume achievement at the maximum level (104.43% of the revenue metric under our annual cash incentive program). No supplemental cash incentive award for 2025 was paid to Mr. Guglielmino as set forth in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above. These awards are described in further detail above in the section entitled "Compensation Discussion and Analysis—2025 Supplemental Performance-Based Incentive for Mr. Guglielmino." The columns set forth the potential threshold, target and maximum number of shares underlying the PSUs granted as of January 22, 2025 that may vest based on the Company's TSR relative to the S&P Healthcare Equipment Select Industry Index over a three-year performance period. The threshold amounts assume that our relative TSR is at the 25th percentile, resulting in the NEO being granted 50% of the target number of shares underlying the PSU. The target amounts assume that our relative TSR is at the 50th percentile, resulting in the NEO being granted the target number of shares underlying the PSU. The maximum amounts assume that our relative TSR is at the 75th percentile, resulting in the NEO being granted 200% of the target number of shares underlying the PSU. This column also includes the PSUs

  58. Grants of Plan-Based Awards for 2025

    | 42 | |

  59. Grants of Plan-Based Awards for 2025

    granted in September 2025 to (a) Mr. Hair tied to three finance-related objectives and (b) Mr. Elder tied to certain outcomes in the complex and significant lawsuit that he is managing. See the section above entitled "Compensation Discussion and Analysis—Special Performance-Based Incentive for Certain NEOs" and Notes 5 and 6 below for more information. The column sets forth the number of RSUs granted to our NEOs in 2025. The RSUs vest over four years from the grant date in 25% annual installments on the first four anniversaries of the grant date, subject to the applicable NEO’s continued service through each applicable vesting date. See the section above entitled "Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation" for more information. (4) This column sets forth the grant-date fair value of the PSUs and RSUs awarded to the NEOs in 2025, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our financial statements in our 2025 Annual Report. For purposes of our annual PSUs, which vest based on the attainment of certain relative total stockholder return metrics (as further described above) or which are earned and vest upon achievement of certain performance and service-based requirements, the grant date fair value included is based on the probable achievement of such metrics. No stock options were granted to the NEOs in 2025. For the special PSUs granted in September 2025 to Mr. Hair, the table above includes the grant date fair value determined based on the probable achievement of such metrics, which is also the maximum achievement. For the special PSUs granted in September 2025 to Mr. Elder, see Note 6 below for more information. (5) On September 15, 2025, the Compensation Committee approved a special incentive arrangement with Mr. Hair that granted PSUs for up to 300,000 shares upon achievement of three performance goals related to (a) debt refinancing, (b) 2026 cash flow, and (c) 2026 through 2028 revenue growth and continued service to the Company through certain vesting dates. Based on achievement of the first performance goal of completion of a debt refinancing before December 31, 2025, Mr. Hair satisfied the performance milestone for 100,000 shares, which will vest 25% on April 15, 2026 and 25% on each February 15 of 2027, 2028, and 2029, subject to Mr. Hair's continued service through the applicable vesting date. The amounts reported show the number of RSUs that have already vested as the threshold amount and the full 300,000 PSUs as the target amount; there is no maximum as the target assumes 100% of the PSUs have satisfied the three performance objectives. On September 15, 2025, the Compensation Committee approved a special incentive arrangement with Mr. Elder that granted PSUs for 300,000 shares that will vest upon achievement of performance conditions related to outcomes in the complex and significant lawsuit he is managing. The table shows the full 300,000 PSUs as the target number of shares. Threshold and maximum amounts are not applicable to this equity grant. We determined that as of the grant date it was not probable, as defined under applicable accounting guidance, that the applicable performance conditions for these PSUs would be achieved and, accordingly, the grant date fair value of these PSUs for purposes of this table is $0. The maximum potential value of these PSUs at the grant date, assuming the performance conditions are achieved in full, is $2,166,000.

  60. Grants of Plan-Based Awards for 2025

    | 2026 PROXY STATEMENT | 43 |

  61. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding stock options and stock awards held by our NEOs as of December 31, 2025. The market value of the awards is determined by multiplying the number of unvested shares or units by $2.45, the closing price of the Company’s common stock on Nasdaq on December 31, 2025, the last trading day of 2025. For those awards that are subject to performance-based conditions as described in the footnotes below, the number of shares reflects performance assuming achievement at target unless otherwise noted. The equity awards below are subject to certain vesting acceleration provisions as provided in the applicable equity award agreements or an individual agreement with the applicable NEO, as discussed in the sections entitled “Executive Compensation Arrangements” and the “Potential Payments Upon Termination or Change in Control."

  62. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or units of stock that have not vested | Market Value of shares or units of stock that have not vested | Equity Incentive Plan Awards: Number of Shares or units of stock that have not vested | Equity Incentive Plan Awards: Market Value of shares or units of stock that have not vested ($) | | John T. | 03/08/2022 | 15,663 | 5,221 | $21.07 | 3/8/2027 | 8,468 | $20,747 | — | — | | Treace | 03/08/2022 | 180,425 | 60,141 | $19.15 | 3/8/2032 | — | — | — | — | | | 03/10/2023 | 93,450 | 93,450 | $24.07 | 3/10/2033 | 41,237 | $101,031 | — | — | | | 01/10/2024(2) | — | — | — | — | 133,743 | $327,670 | 178,325 | $436,896 | | | 01/22/2025(3) | — | — | — | — | 225,000 | $551,250 | 225,000 | $551,250 | | Mark L. Hair | 9/21/2020 | 320,999 | — | $5.84 | 9/21/2030 | — | — | — | — | | | 10/20/2020 | 214,000 | — | $5.84 | 10/20/2030 | — | — | — | — | | | 2/02/2021 | 10,700 | — | $7.03 | 2/2/2031 | — | — | — | — | | | 4/22/2021 | 93,625 | — | $17.00 | 4/22/2031 | — | — | — | — | | | 3/8/2022 | 69,075 | 23,025 | $19.15 | 3/8/2032 | 2,987 | $7,318 | — | — | | | 3/10/2023 | 51,926 | 51,924 | $24.07 | 3/10/2033 | 22,912 | $56,134 | — | — | | | 1/10/2024(2) | 26,150 | 78,450 | $13.46 | 1/10/2034 | 69,656 | $170,657 | 46,450 | $113,803 | | | 8/9/2024(4) | — | — | — | — | 138,173 | $338,524 | — | — | | | 1/22/2025(3) | — | — | — | — | 187,500 | $459,375 | 62,500 | $153,125 | | | 9/15/2025(5) | — | — | — | — | — | — | 300,000 | $735,000 | | Scot M. | 10/25/2021 | 100,000 | — | $22.13 | 10/25/2031 | — | — | — | — | | Elder | 3/8/2022 | 16,575 | 5,525 | $19.15 | 3/8/2032 | 718 | $1,759 | — | — | | | 10/1/2022 | 35,250 | 11,750 | $22.07 | 10/1/2032 | 1,650 | $4,043 | — | — | | | 3/10/2023 | 31,150 | 31,150 | $24.07 | 3/10/2033 | 13,750 | $33,688 | — | — | | | 1/10/2024(2) | 17,263 | 51,787 | $13.46 | 1/10/2034 | 45,975 | $112,639 | 30,650 | $75,093 | | | 8/9/2024(4) | — | — | — | — | 86,360 | $211,582 | — | — | | | 9/30/2024(4) | — | — | — | — | 133,333 | $326,666 | — | — | | | 11/11/2024(6) | — | — | — | — | — | — | 7,775 | $19,049 | | | 1/22/2025(3) | — | — | — | — | 127,500 | $312,375 | 42,500 | $104,125 | | | 9/15/2025(6) | — | — | — | — | — | — | 300,000 | $735,000 | | Sean F. | 1/26/2016 | 53,500 | — | $0.72 | 1/26/2026 | — | — | — | — | | Scanlan | 1/30/2017 | 16,875 | — | $1.05 | 1/30/2027 | — | — | — | — | | | 1/23/2018 | 124,148 | — | $1.05 | 1/23/2028 | — | — | — | — | | | 1/22/2019 | 33,819 | — | $1.57 | 1/22/2029 | — | — | — | — | | | 4/23/2019 | 46,992 | — | $1.57 | 4/23/2029 | — | — | — | — | | | 1/21/2020 | 42,131 | — | $4.02 | 1/21/2030 | — | — | — | — | | | 2/2/2021 | 29,424 | — | $7.03 | 2/2/2031 | — | — | — | — | | | 4/22/2021 | 66,875 | — | $17.00 | 4/22/2031 | — | — | — | — | | | 3/8/2022 | 37,988 | 12,662 | $19.15 | 3/8/2032 | 1,643 | $4,025 | — | — | | | 10/24/2022 | 17,250 | 5,750 | $22.79 | 10/24/2032 | 850 | $2,083 | — | — | | | 3/10/2023 | 25,976 | 25,974 | $24.07 | 3/10/2033 | 11,462 | $28,082 | — | — | | | 1/10/2024(2) | 18,300 | 54,900 | $13.46 | 1/10/2034 | 48,768 | $119,482 | 32,525 | $79,686 | | | 8/9/2024(4) | — | — | — | — | 80,600 | $197,470 | — | — | | | 1/22/2025(3) | — | — | — | — | 140,625 | $344,531 | 46,875 | $114,844 | | Gaetano M. | 12/1/2024 | — | — | — | — | 247,500 | $606,375 | — | — | | Guglielmino | 12/1/2024 | — | — | — | — | 24,750 | $60,638 | — | — |

  63. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 44 | |

  64. Outstanding Equity Awards at 2025 Fiscal Year-End

    Unless otherwise noted, the options, restricted stock and RSUs vest over four years from the grant date in 25% annual installments on the first four anniversaries of the grant date, subject to the applicable NEO’s continued service through the applicable vesting date. (2) The Options and RSUs vest in accordance with footnote 1 above. The PSUs vest on December 31, 2026, the end of the three-year performance period, subject to the applicable NEO’s continued service through such vesting date. The number of shares earned (if any) will depend based on the Company's TSR ranking relative to the TSR of the S&P Health Care Equipment Select Index as described in the Compensation Discussion and Analysis section above under the heading "Long-Term Equity Incentive Compensation - Previously Granted in-Cycle Long-Term Equity Awards." The individual PSU award agreements provide that in the event of a change-in-control before December 31, 2026, the Company's relative TSR performance and earned shares will be determined based on the final transaction price at deal closing. Those earned shares then convert to time-based RSUs vesting on December 31, 2026, subject to continued service through such vesting date. (3) The RSUs vest in accordance with footnote 1 above. The PSUs vest on December 31, 2027, the end of the three-year performance period, subject to the applicable NEO’s continued service through such vesting date. The number of shares earned (if any) will depend based on the Company's TSR ranking relative to the TSR of the S&P Health Care Equipment Select Index as described in the Compensation Discussion and Analysis section above under the heading "Long-Term Equity Incentive Compensation - Long-Term Equity Incentive Compensation - Performance Stock Units." The individual PSU award agreements provide that in the event of a change-in-control before December 31, 2027, the Company's relative TSR performance and earned shares will be determined based on the final transaction price at deal closing. Those earned shares then convert to time-based RSUs vesting on December 31, 2027, subject to continued service through such vesting date. (4) These RSUs vest over three years from the grant date in equal annual installments on the first three anniversaries of the grant date, subject to the applicable NEO’s continued service through each applicable vesting date. (5) These PSUs were granted under the special incentive arrangement with Mr. Hair, will be earned depending on achievement of performance goals related to (a) debt refinancing, (b) 2026 cash flow, and (c) 2026 through 2028 revenue growth, and will vest subject to his continued service to the Company through certain vesting dates. See the section above entitled "Compensation Discussion and Analysis—Special Performance-Based Incentives for Certain NEOs" for more information. These RSUs were granted under a special incentive arrangement with Mr. Elder and will vest upon achievement of certain performance milestones related to a complex and significant lawsuit, subject to Mr. Elder’s continued service through the applicable vesting date. See the section above entitled "Compensation Discussion and Analysis—Special Performance-Based Incentives for Certain NEOs" for more information.

  65. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2026 PROXY STATEMENT | 45 |

  66. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information regarding options exercised, and the number of shares of common stock acquired upon the vesting of RSUs, in each case, by our NEOs during 2025.

  67. Options Exercised and Stock Vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | John T. Treace | — | — | 73,670 | 564,843 | | Mark L. Hair | — | — | 106,749 | 729,831 | | Scot M. Elder | — | — | 144,691 | 983,803 | | Sean F. Scanlan | 83,437 | 511,043 | 64,782 | 442,729 | | Gaetano M. Guglielmino | — | — | 90,750 | 256,823 |

  68. Options Exercised and Stock Vested

    (1) Based upon the closing price of a share of our common stock on the date of exercise less the exercise price of the associated stock option multiplied by the number of shares of our common stock exercised. Based upon the closing price of a share of our common stock on the date of vesting multiplied by the number of shares of our common stock that vested.

  69. Options Exercised and Stock Vested

    | 46 | |

  70. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control As described above, we have entered into change in control severance agreements with each of our NEOs, and several of our individual award agreements provide for certain treatment upon a change in control as described above. The table below describes the payments that may be made to our NEOs upon certain types of termination events, assuming the termination event occurred on December 31, 2025, the last trading day of 2025 (except as otherwise noted). The table below also discusses certain potential payments on a change in control (assuming in such change in control all outstanding awards are assumed, substituted or continued by the successor entity). Potential payments associated with the PSUs are described in footnote 2 of the following table. Our NEOs are not entitled to any payments and benefits if their employment is terminated for cause or they resign without good reason, retire, or are terminated due to death or disability. Except for the cash and performance equity award to Mr. Elder made in November 2024, we do not have any agreements or other arrangements with our NEOs that provide for payments and benefits solely upon a change in control of the Company without an accompanying termination of employment.

  71. Potential Payments upon Termination or Change in Control

    | Triggering Event | Cash Severance Payment(1) | Value of Stock Based Rights(2) | Value of Welfare Benefits(3) | Fees and Expenses of Outplacement Firm(4) | Total(5) | | John T. Treace | | | | | | | Termination without Cause or with Good Reason | $1,520,000 | — | $34,578 | $10,000 | $1,564,578 | | Termination without Cause or with Good Reason within 3 months prior to or 18 months after a Change in Control | $2,280,000 | $1,988,844 | $51,867 | $10,000 | $4,330,711 | | Change in Control | — | — | — | — | — | | Mark L. Hair | | | | | | | Termination without Cause or with Good Reason | $845,625 | — | $32,736 | $10,000 | $888,361 | | Termination without cause or with Good Reason within 3 months prior to or 18 months after a Change in Control | $845,625 | $2,033,936 | $49,104 | $10,000 | $2,938,666 | | Change in Control | — | — | — | — | — | | Scot M. Elder | | | | | | | Termination without Cause or with Good Reason | $652,500 | — | $32,736 | $10,000 | $695,236 | | Termination without Cause or with Good Reason within 3 months prior to or 18 months after a Change in Control | $652,500 | $1,936,017 | $49,104 | $10,000 | $2,647,621 | | Change in Control | $375,000(6) | $19,049(6) | — | — | $394,049 | | Sean F. Scanlan | | | | | | | Termination without cause or with Good Reason | $675,000 | — | $18,107 | $10,000 | $703,107 | | Termination without cause or with Good Reason within 3 months prior to or 18 months after a Change in Control | $675,000 | $890,203 | $27,161 | $10,000 | $1,602,364 | | Change in Control | — | — | — | — | — | | Gaetano M. Guglielmino | | | | | | | Termination without Cause or with Good Reason | $550,000 | — | $17,199 | $10,000 | $577,199 | | Termination without Cause or with Good Reason within 3 months prior to or 18 months after a Change in Control | $660,000 | $667,013 | $34,399 | $10,000 | $1,371,411 | | Change in Control | — | — | — | — | — |

  72. Potential Payments upon Termination or Change in Control

    (1) The cash severance payments reflect (i) amounts equal to the NEO's salary for the applicable period required under the change in control severance agreement as described above and (ii) annual cash incentive plan payments required under the change in control severance agreement as described above. The amounts are not discounted to take into account that the salary-related severance amounts are paid over time based on the Company's standard bi-weekly payroll schedule. The amounts set forth in this column reflect the value of unvested RSUs, PSUs and stock options held by the NEOs, assuming that a change in control and the NEO's termination of employment without cause or for good reason (as those terms are defined in the change in control severance agreement) occurred on December 31, 2025, the last trading day of

  73. Potential Payments upon Termination or Change in Control

    | 48 | |

  74. Potential Payments upon Termination or Change in Control

    2025. The value of stock-based rights is calculated using our closing stock price of $2.45 on December 31, 2025. Our PSU award agreements provide that in the event of a change in control before the end of the applicable performance period, the Company's relative TSR performance and earned shares will be determined based on the final transaction price at deal closing, and those shares then convert to time-based RSUs, vesting on the expiration date of the original performance period, but subject to accelerated vesting if the NEO's employment is terminated without cause or with good reason. The amounts reported assume that the final transaction price at deal closing in the change in control has resulted in the Company's relative TSR performance being at the 50th percentile such that the NEO has earned the target number of shares subject to the PSUs and that the vesting of earned PSUs accelerated upon the qualifying termination event as of December 31, 2025. The PSUs awarded to Messrs. Elder and Hair in September 2025 that vest upon the NEO's meeting certain performance conditions and service requirements provide that upon a change in control, subject to the NEO's continued service through the change in control, the performance conditions not yet satisfied will be deemed satisfied as of immediately before such change in control and the award will vest when the continuing service requirements are met. The amounts reported assume that the performance conditions were deemed met immediately before the change of control and vesting of these PSUs accelerated upon the termination event as of December 31, 2025. The value of welfare benefit amounts in this column reflects payment of the NEO's applicable premiums for continued benefit coverage under COBRA for the period of time required under the applicable change in control severance agreement. The calculations reflect the monthly COBRA premiums based on each NEO's benefit elections as of December 2025. (4) Under our change in control severance agreements, the NEOs receive outplacement support, with a value of up to $10,000, upon any involuntary termination of service without cause, death or disability or by the NEO with good reason. (5) Upon a change in control (or a qualifying termination in connection with such change in control), each NEO is also eligible to receive a lump sum payment equal to 100% of any excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), plus an amount equal to the federal and state income tax, FICA, and Medicare taxes (based upon the NEO’s projected marginal income tax rates) on such lump sum payment. No amount has been included in the table above for this value given the value of such excise taxes cannot be estimated at this time. (6) Under Mr. Elder’s special incentive arrangement approved in November 2024, in the event of a change in control prior to the vesting in full of the cash bonus and equity awards, then the vesting of the restricted stock units and the then-unpaid bonus will be paid in full as of immediately prior to the closing of such change in control, subject to Mr. Elder’s continued employment through such date. The above reflects the unpaid portion of the cash bonus as of December 31, 2025 and full acceleration of the unvested restricted stock units as of December 31, 2025.

  75. Pay Ratio Disclosure

    Pay Ratio Disclosure We are required to disclose in our proxy statement the annual total compensation of the median-compensated employee of, generally, all of our employees (excluding our CEO), the annual total compensation of our Chief Executive Officer, and the ratio of the CEO's compensation to the median employee's compensation. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected the median employee in 2024 based on an analysis of full-time and part-time workers employed by the Company as of December 31, 2024 and used the same employee for this 2025 disclosure as there was not a material change in the Company's employee population between 2024 and 2025. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $5,405,190. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $153,425. The ratio of our CEO's annual total compensation to our median employee’s total compensation for fiscal year 2025 was 35 to 1.

  76. Pay Ratio Disclosure

    | 2026 PROXY STATEMENT | 49 |

  77. Pay Versus Performance

    Pay Versus Performance The following table and graphs provide information required under the SEC's "pay versus performance" rules over the last four years as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The graphs below show the relationship of "compensation actually paid" to our principal executive officer ("PEO") and other NEOs (who are also referred to as "Non-PEO NEOs") in 2022, 2023, 2024 and 2025.

  78. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Revenue ($ Millions)(5) | | 2025 | 5,405,190 | (246,428) | 3,056,615 | (497,833) | 13.14 | 76.03 | (59) | 212.7 | | 2024 | 6,597,160 | 1,136,797 | 3,837,863 | 2,058,881 | 39.91 | 76.22 | (56) | 209.4 | | 2023 | 8,422,635 | 2,838,120 | 3,974,434 | (236,975) | 68.40 | 72.30 | (50) | 187.1 | | 2022 | 3,617,249 | 4,320,166 | 1,483,378 | 3,117,740 | 123.34 | 76.64 | (43) | 141.8 |

  79. Pay Versus Performance

    (1) John T. Treace was our PEO for each year presented. In 2022 and 2023 our NEOs were Mark L. Hair and Aaron J. Berutti. In 2024 and 2025, our NEOs were Mark L. Hair, Scot M. Elder, Sean F. Scanlan and Gaetano M. Guglielmino. (2) The amounts shown in the Compensation Actually Paid column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC Topic 718.

  80. Pay Versus Performance

    | PEO | 2025 | | Summary Compensation-Table Total Compensation | $5,405,190 | | Less: Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $4,635,000 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,055,250 | | Plus: Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(2,282,397) | | Plus: Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Plus: Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $307,032 | | Less: Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $96,503 | | Equals: Compensation Actually Paid | $(246,428) |

  81. Pay Versus Performance

    | Non-PEO NEOs | 2025 | | Summary Compensation-Table Total Compensation | $3,056,615 | | Less: Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,581,247 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $547,870 | | Plus: Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(1,450,387) | | Plus: Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Plus: Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(37,868) | | Less: Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $32,816 | | Equals: Compensation Actually Paid | $(497,833) |

  82. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the peer companies used for compensation benchmarking purposes, which are summarized in the Compensation Discussion and Analysis section of the proxy statement for the years reflected in the table. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the compensation benchmarking peers, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other NEOs in 2025.

  83. Pay Versus Performance

    | 50 | |

  84. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures "Compensation actually paid" calculated per SEC Item 402(v) of Regulation S-K ("CAP") reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our Company performance. For a discussion of how our Compensation Committee assessed "pay-for-performance" and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the Compensation Discussion and Analysis section above.

  85. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Peer Group TSR.

  86. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    | 2026 PROXY STATEMENT | 51 |

  87. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  88. Relationship Between PEO and Other NEO Compensation Actually Paid and Revenue

    Relationship Between PEO and Other NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our Revenue during the four most recent fiscal years.

  89. Relationship Between PEO and Other NEO Compensation Actually Paid and Revenue

    | 52 | |