CONMED Corp DEF 14A, filed Apr 8, 2025

About this DEF 14A

CONMED Corp (CNMD)

DEF 14A 2025-04-08 For: 2025-05-20

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Added on June 12, 2026

Patrick J. Beyer

President and CEO

Age 59

Mr. Beyer was promoted to the role of President and Chief Executive Officer and appointed to the Board of Directors in January 2025. Prior to this, Mr. Beyer was the Company’s Chief Operating Officer from April 2024 to December 2024, the President of International and Global Orthopedics from October 2020 to April 2024, and President of CONMED International from December 2014 to October 2020. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company, from 2010 until the company was sold in 2014. Prior to this, Mr. Beyer spent 21 years at Stryker Corporation (NYSE: SYK) where he led Stryker Europe from 2005 to 2009, Stryker UK, South Africa and Ireland from 2002 to 2005, and Stryker Medical from 1999 to 2002. Mr. Beyer is on the Board of Bioventus (NASDAQ: BVS) previously Misonix, where he is a member of the Audit Committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics and Western Michigan University with a Master of Business Administration in Finance. He also completed Harvard Business School’s Advanced Management Program.

CONMED Corp filed this DEF 14A on April 8, 2025.

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Date and Time:		Location:
Tuesday, May 20, 2025 1:30 p.m. EDT		CONMED Headquarters 11311 Concept Blvd Largo, FL 33773 And the Meeting Website: www.proxydocs.com/CNMD


Record Date:		Proxy Mail Date:
March 24, 2025		On or about April 8, 2025



PROXY STATEMENT SUMMARY			1

GOVERNANCE HIGHLIGHTS			2

DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING			3

CEO SUCCESSION AND EXECUTIVE COMPENSATION HIGHLIGHTS			4

ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG)			6

PROPOSAL ONE: ELECTION OF DIRECTORS			8
Director Nominees			9
Corporate Governance and Nominating Committee Report			13
Skills Matrix			15
Board Refreshment and Term Limits			16
Director Orientation and Continuing Education			16
Annual Board Self-Assessment			16
Leadership Structure			17
Risk Oversight			18
Meetings of the Board of Directors			19
Board Committees			20
Ethics Disclosure			22
Communications with the Board of Directors			22

NON-EMPLOYEE DIRECTOR COMPENSATION			23
Cash Compensation Paid to Non-Employee Directors			23
Equity Compensation Awarded to Non-Employee Directors			23
Non-Employee Director Stock Ownership Requirements and Policy Prohibiting Hedging and Pledging of Company Stock			24

EXECUTIVE OFFICERS			26

PROPOSAL TWO: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			29
Compensation Discussion and Analysis			30
Overview of Executive Compensation			31
Compensation Philosophy			31
Compensation Philosophy in Action			31
Executive Compensation Best Practices			32
Key Compensation Elements Summary			33
Recent Compensation Package Improvements			33
Compensation Setting Process			34
Key Compensation Decisions			35
Role of Board of Directors Management, and Independent			35
Risk Assessment			36
2024 Base Salary			36
2024 Executive Bonus Plan			38


2024 Equity Compensation			40
Stock Ownership Guidelines			41
Policy Prohibiting Hedging and Pledging of Company Stock			42
Additional Compensation Policies and Practices			42
Compensation Committee Report on Executive Compensation			47
Summary Compensation Table			48
Grants of Plan-Based Awards			50
Outstanding Equity Awards at Fiscal Year End			52
Option Exercises and Stock Vested			54
Non-qualified Deferred Compensation			55
Potential Payments on Termination or Change in Control			56
Pay Ratio			60
Pay Versus Performance			61

BOARD OF DIRECTORS AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			65

INSURANCE FOR DIRECTORS AND OFFICERS			66

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			67

DELINQUENT SECTION 16(a) REPORTS			69

PROPOSAL THREE: APPROVAL OF THE 2025 LONG-TERM INCENTIVE PLAN			70

PROPOSAL FOUR: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			84
Audit Committee Report			85
Principal Accounting Fees and Services			87

OTHER BUSINESS			88

STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING			89

GENERAL INFORMATION ABOUT THE MEETING AND VOTING			90
Proposals to be Voted on at the Annual Meeting			90
Voting Rights			90
Notice of Internet Availability of Proxy Materials			91
Participating in the Annual Meeting			92
Voting Shares in Person or Remotely			92
Asking Questions Remotely			92
Additional Information			93

GAAP TO NON-GAAP RECONCILIATIONS			94

EXHIBIT A – CONMED CORPORATION 2025 LONG-TERM INCENTIVE PLAN			99


		For More Information	Board Recommendation
PROPOSAL 1 – Election of Directors		Pages 8-28	FOR each Nominee
Patrick J. Beyer	Charles M. Farkas
David Bronson	Martha Goldberg Aronson
Brian P. Concannon	Mark Kaye
LaVerne Council	Barbara J. Schwarzentraub
PROPOSAL 2 – Say on Pay		Pages 29-69	FOR
Advisory Vote on Named Executive Officer Compensation
PROPOSAL 3 – Approval of the 2025 Long-Term Incentive Plan		Pages 70-83	FOR
PROPOSAL 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP for fiscal 2025		Pages 84-87	FOR



Effective Board Leadership and Independent Oversight								Highly independent Board, with 7 out of 8 director nominees being independent (see page 3). • All Board Committees are 100% independent (see pages 20-22). • Regular executive sessions of independent directors. • Majority vote or Unanimous Written Consent required for Board action. Annual Board and Committee self-assessment process (see pages 16-17). Enterprise Risk Management process in place, with oversight by the full Board of Directors, including in-depth reviews and regular updates on key risks. Oversight of cyber-security risk by the Audit Committee (see pages 18-19).




Board Skills and Refreshment								Use of Director skills matrix designed to ensure board has requisite skills (see page 15). Board tenure limit of 12 years (see page 16). Strong ongoing refreshment practice, which provides a mix of perspectives and tenure (see page 16). Our Board of Directors has nominated eight directors for election at this Annual Meeting. As of April 8, 2025, the following aggregate information describes the slated nominees: • Average Age of Nominees: 62 • Average Tenure of Nominees: 7 years




Focus on Stockholder Rights								Majority voting standard for uncontested director elections (see page 8). By-laws provide for proxy access, stockholder action by written consent, and stockholder ability to call special meetings. No supermajority voting requirements for certain fundamental transactions.




Transparency and Accountability								Annual election of all directors. Significant stock ownership requirements for officers and directors (see pages 24-25 and 41). Members of the Board of Directors and executive officers are not permitted to hedge their stock ownership, or to pledge their CONMED stock as collateral for a loan (see pages 24-25 and 42).


		By order of the Board of Directors,


		Hollie K. Foust Executive Vice President, General Counsel and Corporate Secretary



Name	Age	Served as Director Since	Principal Occupation or Position with the Company

Patrick Beyer	59	2025	President and CEO and Director of the Company. Former positions held with the Company since 2014 include: Chief Operating Officer, President of International and Global Orthopedics, and President of CONMED International.

David Bronson	71	2015	Former Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. As noted below, the Board of Directors has determined that Mr. Bronson is independent and is an audit committee financial expert.

Brian P. Concannon	67	2013	Former President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE). As noted below, the Board of Directors has determined that Mr. Concannon is independent.

LaVerne Council	63	2019	Chief Executive Officer of Emerald One, LLC. Former National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton LLP; former Assistant Secretary for Information & Technology and Chief Information Officer for the United States Department of Veteran Affairs; and former executive with Johnson & Johnson and DELL, Inc. As noted below, the Board of Directors has determined that Ms. Council is independent.

Charles M. Farkas	73	2014	Advisory Partner at Bain & Company. Former Global Co-Head of Bain’s Healthcare Practice. As noted below, the Board of Directors has determined that Mr. Farkas is independent.

Martha Goldberg Aronson	57	2016	Chair of the Board. Former Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL); former President of North America, Hill-Rom Holdings, Inc. (NYSE: HRC); former Senior Vice President of Medtronic (NYSE: MDT); former Interim Chief Executive Officer of Beta Bionics, Inc. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent.

Mark Kaye	45	2025	Executive Vice President and Chief Financial Officer of Elevance Health (“Elevance”) (NYSE: ELV). Former Executive Vice President and Chief Financial Officer of Moody’s Corporation (“Moody’s”); former Senior Vice President and Chief Financial Officer of Moody’s. As noted below, the Board of Directors has determined that Mr. Kaye is independent and is an audit committee financial expert.

Barbara J. Schwarzentraub	59	2019	Former Director and Divisional Chief Financial Officer for the Global Information Services Division of Caterpillar, Inc. (NYSE: CAT). As noted below, the Board of Directors has determined that Ms. Schwarzentraub is independent and is an audit committee financial expert.


Patrick J. Beyer Age 59 Director since 2025				Biographical Information: Mr. Beyer was promoted to the role of President and Chief Executive Officer and appointed to the Board of Directors in January 2025. Prior to this, Mr. Beyer was the Company’s Chief Operating Officer from April 2024 to December 2024, the President International and Global Orthopedics from October 2020 to April 2024, and President of CONMED International from December 2014 to October 2020. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company, from 2010 until the company was sold in 2014. Prior to this, Mr. Beyer spent 21 years at Stryker Corporation (NYSE: SYK) where he led Stryker Europe from 2005 to 2009, Stryker UK, South Africa and Ireland from 2002 to 2005, and Stryker Medical from 1999 to 2002. Mr. Beyer is on the Board of Bioventus (NASDAQ: BVS), previously Misonix, where he is a member of the Audit Committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics and Western Michigan University with a Master of Business Administration in Finance. He also completed Harvard Business School’s Advanced Management Program.

				Qualifications: Mr. Beyer’s qualifications for election to CONMED’s Board include his vital role as the Chief Executive Officer and President of the Company. He offers industry experience from global commercial, operational, and leadership perspectives. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


David Bronson Age 71 Director since 2015 Committees: • Corporate Governance and Nominating (Chair) • Audit				Biographical Information: Mr. Bronson served as Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. from 2002 until it was acquired by McKesson Corp in 2013. Prior to that, he was Chief Financial Officer of Digineer, Inc. from 2001 to 2002 and of VWR Scientific Products from 1995 to 1999, when it was acquired by Merck KGaA. Mr. Bronson previously spent 15 years at Baxter Healthcare, Inc., where he held various senior financial executive positions. He was a director and a member of the Audit Committee of Labsco, Inc. until 2016 and was a director and Audit Committee Chair of AxelaCare, Inc. through November 2015. Mr. Bronson received his Master of Science in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science in Accounting from California State University, Fullerton. The Board of Directors has determined that Mr. Bronson is independent within the meaning of the rules of the New York Stock Exchange, and that he is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

				Qualifications: Mr. Bronson’s qualifications for election to CONMED’s Board include substantial experience as a Chief Financial Officer generally, and specifically in the healthcare industry, as well as financial and accounting expertise acquired through prior positions. His exposure to, and familiarity with, healthcare services matters provide an important perspective to the Board. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


Brian P. Concannon Age 67 Director since 2013 Committees: • Compensation (Chair) • Strategy				Biographical Information: Mr. Concannon served as President and CEO and as a member of the Board of Directors of Haemonetics Corporation, a publicly traded company (NYSE: HAE) from April 2009 to October 2015. He joined Haemonetics in 2003 and served in various roles to include the President, Global Markets in 2006 and the Chief Operating Officer from 2007 to 2009. Prior to joining Haemonetics, Mr. Concannon was the President, Northeast Region, for Cardinal Health (NYSE: CAH) Medical Products and Services where he was employed from 1998 to 2003. Prior to this, he was employed by American Hospital Supply Corporation, Baxter Healthcare Corp and Allegiance Healthcare in a series of sales and operations management positions of increasing responsibility. He has served in leadership roles within the healthcare industry for more than 30 years. Mr. Concannon has been a member of the Board of Directors of Hivers and Strivers, an investment fund, since September 2020, and a member of the Board of Directors of VetAccel since November 2019. Mr. Concannon was also a member of the Board of Directors of South Shore Health and was Vice-Chair from January 2017 to December 2019. He was also a member of the Board of Directors of My Brother’s Keeper beginning in January 2010, serving as the Chair of the Board from September 2011 to December 2021, and served as a member of the Board of Aegle Health Partners from October 2021 to May 2023. Additionally, Mr. Concannon was appointed as the Civilian Aide to the Secretary of the Army for Massachusetts in 2017, in which he served until 2024. Mr. Concannon is a graduate of the United States Military Academy at West Point. The Board of Directors has determined that Mr. Concannon is independent within the meaning of the rules of the New York Stock Exchange.

				Qualifications: Mr. Concannon’s qualifications for election to CONMED’s Board include his experience as a former CEO and director of a publicly-traded medical device company, and the former president of a distribution company. Mr. Concannon offers industry experience from a sales and marketing perspective. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


LaVerne Council Age 63 Director since 2019 Committees: • Compensation • Strategy				Biographical Information: Ms. Council is the Chief Executive Officer of Emerald One, LLC, a consulting company focused on helping business and technology organizations transform through digital change. She was the National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton LLP from December 2017 to November 2019. She served as the Senior Vice President and General Manager for MITRE Corporation from 2017 to 2018 and as the Assistant Secretary for Information & Technology and Chief Information Officer for the United States Department of Veteran Affairs from 2015 to 2017. Ms. Council was the Chief Executive Officer of Council Advisory Services, LLC from 2012 to 2015 and served as the Corporate Vice President and Global Chief Information Officer for Johnson & Johnson from 2006 to 2011. Before that, she served in several roles of increasing responsibility at DELL, Inc., most recently as the Global Vice President, Information Technology, Global Business Solutions, and Development Services. Ms. Council also serves on the Board of Directors of Concentrix (Nasdaq: CNXC), where she serves on the Audit and Compensation Committees, as well as the Board of Thomson Reuters (NYSE: TRI), where she serves on the Audit and Risk Committees. Ms. Council received her Master of Business Administration from Illinois State University and her Bachelor of Business Administration from Western Illinois University. She also holds an honorary Doctorate of Business Administration from Drexel University. Ms. Council also serves on the global Board of Girl Up, a UN Foundation Organization. The Board of Directors has determined that Ms. Council is independent within the meaning of the rules of the New York Stock Exchange.

				Qualifications: Ms. Council’s qualifications for appointment to CONMED’s Board include her extensive experience as a global operations and information technology executive with budgets ranging up to $4.5 billion per year. The Board strongly believes that the Board and Company benefit from the perspective that Ms. Council brings from her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


Charles M. Farkas Age 73 Director since 2014 Committees: • Strategy (Chair) • Corporate Governance and Nominating				Biographical Information: Mr. Farkas has spent more than 40 years at Bain & Company. Mr. Farkas became an Advisory Partner of Bain & Company in July 2015. Prior to this, Mr. Farkas was a Senior Partner at Bain & Company, served as the Global Co-Head of Bain’s Healthcare Practice, and advised leading medical technology and pharmaceutical companies in the United States, Europe, and Asia. He also advised academic medical centers and provider organizations in the United States. Mr. Farkas also advised chief executives and senior managers in a wide variety of industries on issues critical to long-term success, including strategy, mergers and acquisitions, and operational effectiveness. He has served as the Managing Director of Bain Canada and as the global leader of Bain & Company’s financial services practice. Prior to working at Bain, Mr. Farkas received a Bachelor of Arts from Princeton University and a Master of Business Administration from Harvard Business School. Mr. Farkas is currently on the Boards of the John A. Hartford Foundation, Medzown, Inc., Wellist, LLC, and United Bridge Partners. He also serves as Chair of the Board of Medicinal Genomics Corporation. Previously, Mr. Farkas served on the Harvard Medical School Board from 2005 to 2017. The Board of Directors has determined that Mr. Farkas is independent within the meaning of the rules of the New York Stock Exchange.

				Qualifications: Mr. Farkas’ qualifications for election to CONMED’s Board include his more than 40 years working in the healthcare and medical technology fields in the U.S. and around the world. Mr. Farkas is a highly respected leader, and he provides the Board with valuable strategic and governance perspectives, drawing on his vast experience inside and outside the healthcare industry. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


Martha Goldberg Aronson Chair of the Board Age 57 Director since 2016 Committees: • Corporate Governance and Nominating • Strategy				Biographical Information: Ms. Goldberg Aronson has served as Chair of the Board since October 2024, previously serving as Lead Independent Director from May 2020 to October 2024. Ms. Goldberg Aronson has managed global health care businesses ranging in size from $500 million to $1.0 billion. She was the Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL) from 2012 to 2015, having previously served as the Senior Vice President and President – North America for Hill-Rom Holdings, Inc. (NYSE: HRC) from 2010 to 2012. Prior to that, Ms. Goldberg Aronson was the Senior Vice President and Chief Talent Officer for Medtronic, Inc. (NYSE: MDT), having held various prior general management positions within Medtronic, both in the U.S. and internationally. Ms. Goldberg Aronson holds a Bachelor of Arts in Economics from Wellesley College, and a Master of Business Administration from Harvard Business School. Ms. Goldberg Aronson also served on the Board of Directors of Methode Electronics, Inc. (NYSE: MEI) through September 2019, Clinical Innovations, LLC through December 2019, and Cardiovascular Systems, Inc. (NASDAQ: CSII) through April 2023. Ms. Goldberg Aronson also served as a director of Beta Bionics, Inc. from February 2020 to October 2022, having served as interim Chief Executive Officer from February 2022 to August 2022. Ms. Goldberg Aronson joined the Board of Bright Uro, Inc. in April 2024 and the Board of OmCare Inc. in November 2024. The Board of Directors has determined that Ms. Goldberg Aronson is independent within the meaning of the rules of the New York Stock Exchange.

				Qualifications: Ms. Goldberg Aronson’s qualifications for election to CONMED’s Board include her extensive experience in the global healthcare markets, including leadership roles within medical device companies, and her experience in marketing and talent development. The Board strongly believes that the Board and Company benefits from the perspectives that Ms. Goldberg Aronson brings to the Board and the Company from her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


Mark Kaye Age 45 Director since 2025 Committees: • Audit • Strategy				Biographical Information: Mr. Kaye has served as the Executive Vice President and Chief Financial Officer of Elevance Health (“Elevance”) since November 2023. Prior to joining Elevance, he served as the Executive Vice President and Chief Financial Officer of Moody’s Corporation (“Moody’s”) from April 2021 to September 2023, with responsibility for all global finance activities across the company and as Senior Vice President and Chief Financial Officer from August 2018 to April 2021. Prior to Moody’s, he served as Senior Vice President and Head of Financial Planning and Analysis at Massachusetts Mutual Life Insurance Company (“MassMutual”) from February 2016 until July 2018, and Chief Financial Officer of MassMutual U.S. since July 2015. Prior to that, Mr. Kaye served as Chief Financial Officer and Senior Vice President, Retirement Solutions, at Voya Financial (formerly ING U.S.) from 2011 to 2015, and Mr. Kaye previously held various senior financial and risk reporting positions at ING U.S. and ING Group. Prior to that, Mr. Kaye worked in the investment banking division of Credit Suisse First Boston. Mr. Kaye has served as a Director on the Board of BCS Financial Corporation since May 2024. Mr. Kaye holds a Bachelor’s in Actuarial Science and Statistics from the University of Pennsylvania and a Master of Business Administration in Finance from The Wharton School at the University of Pennsylvania.

				Qualifications: Mr. Kaye’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry, as well as his financial and accounting expertise acquired through his prior positions. His exposure to, and familiarity with, healthcare services matters provide an important perspective to the Board. Over the last five years, he has held senior roles overseeing strategic planning, operational efficiencies, and organizational growth initiatives. This background, combined with a strong emphasis on corporate governance, risk management, and financial oversight, equips him with the skills and insights needed to guide the Company’s future direction. He has the ability and willingness to serve on the Board, and he is an excellent fit to work collaboratively with the other directors.


Barbara J. Schwarzentraub Age 59 Director since 2019 Committees: • Audit (Chair)				Biographical Information: Ms. Schwarzentraub held various roles at Caterpillar, Inc. (NYSE: CAT) from 1990 to 2020. Most recently, she was the Director and Divisional Chief Financial Officer for their Global Information Services Division from 2017 to 2020. Prior to this, she held roles including Director of Caterpillar’s Global Component Manufacturing and Supply Chain, Vice President of Caterpillar Logistics Services Inc., Director of Caterpillar’s Parts Distribution, and Director of Global Finance Transformation. Prior to these roles, Ms. Schwarzentraub held several positions of increasing responsibility within Caterpillar. Ms. Schwarzentraub received her Master of Business Administration and Bachelor of Science in Accounting from Bradley University. The Board of Directors has determined that Ms. Schwarzentraub is independent within the meaning of the rules of the New York Stock Exchange, and that she is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

				Qualifications: Ms. Schwarzentraub’s qualifications for appointment to CONMED’s Board include her extensive global experience in information technology and supply chain management, leading large organizations, and finance and accounting. The Board strongly believes that the Board and Company benefits from the perspectives that Ms. Schwarzentraub brings to the Board and the Company as a result of her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.


Gender of Nominees	Age of Nominees	Tenure of Nominees

	Average Age 62 years


• An annual dedicated Board meeting focused on the Company’s strategy		• Enhancements to our director onboarding and education program

• Board refreshment and changes in Board composition		• Improvements in materials and information provided to the Board

• New directors with expertise in areas critical to our business strategy and operations		• Diversification of the location of Board meetings

• Outside presentations on emerging risks, industry trends, competitive environment, and other topics of interest		• Additional time allocated for discussions


Risk	Board	Audit	Compensation	Corporate Governance and Nominating	Strategy

Compensation			•

Compliance	•	•

Cyber Security	•	•

Enterprise Risk	•

Financial Disclosure	•	•

Governance				•

Human Capital Management	•

Product Safety	•

Legal	•

Regulatory (FDA)	•

Business Strategy	•				•

Other Risks (e.g., Climate, ESG, other)	•


• Oversight of the Company’s accounting and financial reporting principles, policies and internal accounting controls and procedures.		• Oversight of the Company’s financial statements and the independent audit thereof.

• Nominating the outside independent registered public accounting firm to be proposed for stockholder approval.		• Evaluating and, where deemed appropriate, replacing the independent registered public accounting firm.

• Pre-approving all services permitted to be performed by the independent registered public accounting firm.		• Approving related-party transactions.

• Establishing procedures for (i) the receipt, retention and treatment of complaints by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters.		• The oversight of the Company’s response to claims involving potential financial fraud or ethics matters.
		• Overseeing the Company’s financial statement and financial reporting risks.


General • Establishing the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs. • Reviewing the Company’s policies with respect to recoupment of compensation or clawbacks. • Approving issuances under, or any material amendment of, any tax qualified, nondiscriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer or employee will acquire stock or options. • Overseeing compensation-related risks. • Overseeing regulatory compliance with respect to compensation matters.		CEO and Executive Officers • Reviewing and approving any severance, termination agreements, or other payments proposed to executive officers. • Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO considering those goals and objectives, and to determine, or to recommend to the Board for determination, all components of the CEO’s compensation based on this evaluation. • Determining or recommending to the Board for determination, all components of the compensation of all other executive officers.

Stockholder Engagement		Non-Employee Directors

• Reviewing the Company’s recommendation as to the frequency of “Say on Pay” votes, and to consider the results of any stockholder votes on compensation matters.		• Reviewing the Company’s compensation plan, as to cash, equity or otherwise, with respect to the compensation of independent Directors on a periodic basis and making recommendations to the full Board of Directors for approval.


• Reviewing the leadership structure of the Board and its respective committees, and how the Board’s oversight functions relate to the leadership structure.		• Identifying individuals believed to be qualified to become Board members and recommending to the Board the nominees to stand for election as directors.

• Developing and recommending to the Board a set of corporate governance principles applicable to the Company.		• Establishing procedures for the Committee to exercise oversight of the evaluation of the Board.

• Identifying Board members qualified to fill vacancies on any committee of the Board and recommending that the board appoint the identified member or members to the respective committee member or chair position.		• Recommending to the Board, from time to time, any changes the Committee believes to be desirable to the size of the Board.


• Strategy Facilitation. Work with the executive team to oversee the development and implementation of the Company’s corporate strategy.		• Investments, Acquisitions and Divestitures. Provide input to the executive team on investment, acquisition and divestiture opportunities.



Name	Annual Retainer Total (Paid Quarterly)

Lead Independent Director or Chair	$	120,000

Non-Employee Directors	$	70,000

Audit Committee Chair	$	30,000

Audit Committee Member	$	15,000

Governance or Compensation Committee Chair	$	17,500

Governance or Compensation Committee Member	$	8,750

Strategy Committee Chair	$	15,000

Strategy Committee Member	$	7,500



(a)	(b)			(c)			(d)			(e)		(f)

Name	Fees Earned or Paid in Cash ($)¹			Stock Awards ($)²			Option Awards ($)²			Other Compensation ($)		Total ($)

David Bronson		$	145,000		$	36,969		$	147,976		—		$	329,945

Brian P. Concannon		$	134,821		$	36,969		$	147,976		—		$	319,766

LaVerne Council		$	91,877		$	36,969		$	147,976		—		$	276,822

Charles M. Farkas		$	85,448		$	36,969		$	147,976		—		$	270,393

Martha Goldberg Aronson		$	173,127		$	36,969		$	147,976		—		$	358,072

Jerome J. Lande		$	36,831			—			—		—		$	36,831

Barbara J. Schwarzentraub		$	159,500		$	36,969		$	147,976		—		$	344,445

Dr. John L. Workman		$	93,284		$	36,969		$	147,976		—		$	278,229



Name	Stock Option & SAR Awards Outstanding (#)		Stock Awards Outstanding (#)

David Bronson		29,269		479

Brian P. Concannon		21,712		479

LaVerne Council		15,477		479

Charles M. Farkas		29,269		479

Martha Goldberg Aronson		28,269		479

Jerome J. Lande		12,152		—

Barbara J. Schwarzentraub		14,162		479

Dr. John L. Workman		29,269		479



Name		Title

Patrick J. Beyer¹		Chief Operating Officer (Current President and Chief Executive Officer)

Todd W. Garner		Executive Vice President, Finance and Chief Financial Officer

Peter Shagory		Executive Vice President, Strategy and Corporate Development

Brent Lalomia		Vice President, Quality Assurance, Regulatory Affairs, Customer Experience, and Logistics (Current Executive Vice President, Regulatory Affairs, Quality Assurance, Clinical Affairs, and Commercial Operations)

Curt R. Hartman²		Chair of the Board, President, and Chief Executive Officer (Current Special Advisor)

Stanley (Bill) W. Peters³		Former President, Advanced Surgical and Advanced Endoscopic Technologies

Heather L. Cohen⁴		Special Advisor; Former Executive Vice President and Chief Human Resources and Legal Officer and Secretary



CD&A Table of Contents

Topic		Page

Overview of Executive Compensation		31

Compensation Philosophy		31

Compensation Philosophy in Action		31

Executive Compensation Best Practices		32

Key Compensation Elements Summary		33

Recent Compensation Package Improvements		33

Compensation Setting Process		34

Key Compensation Decisions		35

Role of Board of Directors, Management, and Independent Compensation Consultant		35

Risk Assessment		36

2024 Base Salary		36

2024 Executive Bonus Plan		38

2024 Equity Compensation		40

Stock Ownership Guidelines		41

Policy Prohibiting Hedging and Pledging of Company Stock		42

Additional Compensation Policies and Practices		42

Compensation Committee Report on Executive Compensation		47


Compensation Philosophy Principle		How our compensation program supports this principle
Attract, retain, and motivate top talent.		• We provide competitive compensation programs that attract and retain talented executives with a strong track record of success, resulting in a high-performing and stable leadership team. • We continue to monitor market trends and adjust compensation programs accordingly, where relevant.
Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as facilitate executive retention.		• Our incentive programs are designed to drive accountability for executing our strategy. • For our commercial executives, annual bonuses are tied, in part, to their respective commercial performance; for corporate executives, annual bonuses are tied to total company performance; annual equity awards for all executives are based on overall company performance. • We set target performance levels that are challenging and aligned to the goals we communicate to investors. • We set and reward achievement of commensurately more challenging goals with above-target payout levels.
Align the executives’ interests with those of stockholders through incentives linked to specific performance of objective goals.		• Our program provides an appropriate mix of compensation elements balancing short-term and long-term considerations. • Cash payments reward achievement of short-term goals, while equity awards encourage our executives to deliver sustained strong results over multi-year performance periods. • We continue to emphasize the portion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, to further align our executives with investors’ interests.