CONMED Corp DEF 14A, filed Apr 8, 2024

About this DEF 14A

CONMED Corp (CNMD)

DEF 14A 2024-04-08 For: 2024-05-22

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Added on June 12, 2026

Terence M. Berge

Vice President, Corporate

Controller

Age 54

Mr. Berge was promoted to Vice President, Corporate Controller in April 2015. Prior to this promotion, Mr. Berge served as the Company’s Treasurer from March 2008 through March 2015. In March 2013, Mr. Berge’s title was changed to Corporate Vice President, Treasurer and Assistant Controller. He joined the Company in June 1998 as Assistant Corporate Controller. Prior to joining the Company, Mr. Berge was employed by Price Waterhouse LLP from 1991 through 1998 where he served most recently as an audit manager. Mr. Berge is a certified public accountant and holds a Bachelor of Science degree in Accounting from the State University of New York at Oswego.

CONMED Corp filed this DEF 14A on April 8, 2024.

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Date and Time:		Location:
Wednesday, May 22, 2024 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 26, 2024		On or about April 8, 2024



PROXY STATEMENT SUMMARY			1
Summary of Proposals to be Voted on at the Annual Meeting			1
Governance Highlights			2
Director Nominees for Election at the Annual Meeting			3
Executive Compensation Highlights			4

ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG)			6
ESG Governance			6
ESG Data and Reporting			6
ESG Highlights			7

INVESTOR ENGAGEMENT			8
Our Approach			8
Scope of Outreach and Key Topics			8

PROPOSAL ONE: ELECTION OF DIRECTORS			9
Director Nominees			10
Corporate Governance and Nominating Committee Report			14
Skills Matrix and Diversity			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 Policy of Company Stock			24

EXECUTIVE OFFICERS			26

PROPOSAL TWO: Advisory Vote on Named Executive Officer Compensation			28
A Letter From Our Compensation Committee			29
Compensation Discussion and Analysis			30
Overview of Executive Compensation			30
Compensation Philosophy			30
Compensation Philosophy in Action			31
Executive Compensation Best Practices			32
Key Compensation Elements Summary			33
What has Changed in 2023?			33
Compensation Setting Process			34
Key Compensation Decisions			35


Role of Board of Directors, Management, and Independent Compensation Consultant			35
Risk Assessment			36
2023 Base Salary			36
2023 Executive Bonus Plan			38
2023 Equity Compensation			39
Stock Ownership Guidelines			41
Policy Prohibiting Hedging and Pledging of Company Stock			41
Additional Compensation Policies and Practices			41
Compensation Committee Report on Executive Compensation			45
Summary Compensation Table			46
Grants of Plan-Based Awards			48
Outstanding Awards at Fiscal Year End			49
Option Exercises and Stock Vested			51
Non-qualified Deferred Compensation			52
Potential Payments on Termination or Change in Control			53
Pay Ratio			55
Pay Versus Performance			56
Board of Directors and Compensation Committee Interlocks and Insider Participation; Certain Relationships and Related Transactions			60
Insurance for Directors and Officers			61
Security Ownership of Certain Beneficial Owners and Management			62
Delinquent Section 16(a) Reports			64

PROPOSAL THREE: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
Audit Committee Report			66
Principal Accounting Fees and Services			68

OTHER BUSINESS			69

STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING			70

GENERAL INFORMATION ABOUT THE MEETING AND VOTING			71
Proposals to be Voted On at the Annual Meeting			71
Voting Rights			71
Notice of Internet Availability of Proxy Materials			72
Participating in the Annual Meeting			73
For Stockholders Who Are Registered Holders			73
For Stockholders Whose Shares Are Held by a Broker (in Street Name)			73
Voting Shares in Person or Remotely			73
Asking Questions Remotely			73
Additional Information			74

GAAP TO NON-GAAP RECONCILIATIONS			75


		For More Information	Board Recommendation
PROPOSAL 1 – Election of Directors		Pages 9-22	FOR each Nominee
David Bronson	Brian P. Concannon
LaVerne Council	Charles M. Farkas
Martha Goldberg Aronson	Curt R. Hartman
Barbara J. Schwarzentraub	John L. Workman
PROPOSAL 2 – Say on Pay		Pages 28-64	FOR
Advisory Vote on Named Executive Officer Compensation
PROPOSAL 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP for fiscal 2024		Pages 65-68	FOR



Effective Board Leadership and Independent Oversight								Highly independent Board, with 7 out of 8 director nominees being independent (see page 3). • All Committees are 100% independent (see pages 20-22). • Regular executive sessions of independent directors. Annual Board and Committee self-assessment process (see page 17). Robust and defined Lead Independent Director role (see pages 17-18). Enterprise Risk Management process in place, with oversight by the full Board of Directors, including in-depth review and regular updates on key risks. Oversight of cyber-security risk by the Audit Committee (see page 18). The Environmental, Social and Governance strategy is overseen by the full Board of Directors (see pages 6-7).




Board Diversity and Refreshment								Use of Director skills matrix designed to ensure board has requisite skills (see page 15). Board tenure limit of 12 years. Strong ongoing refreshment practice, with 5 new directors since 2015, including 2 new directors since 2019, which provides 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, 2024, the following aggregate information describes the slated nominees: • Average Age of Nominees: 65 • Average Tenure of Nominees: 7.6 years • Diversity of Nominees: o 38% women o 13% African American




Focus on Stockholder Rights								Majority voting standard for uncontested director elections (see page 9). By-laws provide for proxy access, stockholder action by written consent, and stockholder ability to call special meeting. 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 and 41). Members of 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 and 41).


		By Order of the Board of Directors,


		Curt R. Hartman Chair of the Board, President and Chief Executive Officer



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

David Bronson	70	2015	Former Executive Vice President and Chief Financial Officer of PSS World Medical, Inc.; Director of the Company. As noted below, the Board of Directors has determined that Mr. Bronson is independent and is an audit committee financial expert.

Brian P. Concannon	66	2013	Former President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE); Director of the Company. As noted below, the Board of Directors has determined that Mr. Concannon is independent.

LaVerne Council	62	2019	Chief Executive Officer 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. Ms. Council is also a director on the Board of Concentrix (Nasdaq: CNXC) as well as the Board of Thomson Reuters (NYSE: TRI). As noted below, the Board of Directors has determined that Ms. Council is independent and is an audit committee financial expert.

Charles M. Farkas	72	2014	Advisory Partner at Bain & Company; former Global Co-Head of Bain’s Healthcare Practice; Director of the Company. Mr. Farkas is on the boards of Intuitive Healthcare, United Bridge Partners, and Medicinal Genomics. As noted below, the Board of Directors has determined that Mr. Farkas is independent.

Martha Goldberg Aronson	56	2016	Lead Independent Director. 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, Medtronic (NYSE: MDT); Former Interim Chief Executive Officer of Beta Bionics, Inc.; Former Director of Cardiovascular Systems, Inc. (NASDAQ: CSII) through April 2023; Former Director and Chair of Beta Bionics, Inc.; Former Director of Methode Electronics, Inc. (NYSE: MEI); Former Director Clinical Innovations, LLC; and Director of the Company. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent.

Curt R. Hartman	60	2014	Chair of the Board, President & Chief Executive Officer of the Company; former Interim Chief Executive Officer and Vice President, Chief Financial Officer of Stryker (NYSE: SYK).

Barbara J. Schwarzentraub	58	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.

John L. Workman	72	2015	Former Chief Executive Officer of Omnicare, Inc. and also former President, Chief Financial Officer and Executive Vice President; Director of the Company. Director of Agiliti, Inc. (formerly Universal Hospital Services); Director of Federal Signal Corp. (NYSE: FSS) and former Director for Care Capital Properties (NYSE: CCP). As noted below, the Board of Directors has determined that Dr. Workman is independent and is an audit committee financial expert.


• Corporate Governance Practices and Policies		• Board Assessment and Refreshment
• Executive Compensation		• Sustainability Reporting and Disclosures


David Bronson Age 70 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 Degree in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science Degree 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 his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his prior positions. His exposure to, and familiarity with, healthcare services matters provides 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 66 Director since 2013 Committees: • Compensation (Chair) • Strategy				Biographical Information: Mr. Concannon served as President and CEO 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 in 2007-2009. In April 2009, Mr. Concannon was promoted to President and Chief Executive Officer, and elected to the Haemonetics board of directors. Prior to joining Haemonetics, Mr. Concannon was the President, Northeast Region, for Cardinal Health Medical Products and Services where he was employed since 1998. From 1985 to 1998, 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 through December 2019. He was also a member of the board of directors of My Brother’s Keeper from January 2010 and served as the Chair of the Board from September 2011 through December 2021, and served as a member of the board of Aegle Health Partners from October 2021 to May 2023. Mr. Concannon was also appointed as the Civilian Aide to the Secretary of the Army for Massachusetts in October 2017. Mr. Concannon is a 1979 graduate of 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 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 62 Director since 2019 Committees: • Audit • Corporate Governance and Nominating				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 until November 2019. She served as the Senior Vice President and General Manager for MITRE Corporation from 2017 through 2018 and as the Assistant Secretary for Information &Technology and Chief Information Officer for the United States Department of Veteran Affairs from 2015 through 2017. Ms. Council was the Chief Executive Officer of Council Advisory Services, LLC from 2012 through 2015 and served as the Corporate Vice President and Global Chief Information Officer for Johnson& Johnson from 2006 through 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, and that she is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

				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 72 Director since 2014 Committees: • Compensation • Strategy				Biographical Information: Mr. Farkas has spent more than 40 years at Bain & Company. Mr. Farkas became an Advisory Partner of Bain & Company on July 1, 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 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 degree from Princeton University and a Masters in Business Administration from Harvard Business School. Mr. Farkas is also on the board of John A. Hartford Foundation, and from 2005 to 2017 was on the board of the Harvard Medical School. Mr. Farkas is on the board of Intuitive Healthcare, a portfolio company of Altamont Capital Partners. Mr. Farkas also serves on the board of United Bridge Partners, an infrastructure fund dedicated solely to financing, building, owning and operating toll bridges for cities, towns, counties, and states, and serves as Chair of the Board of Medicinal Genomics, a venture backed life science company in plant genomics. 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 almost 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 Lead Independent Director Age 56 Director since 2016 Committees: • Corporate Governance and Nominating				Biographical Information: Ms. Goldberg Aronson has served as Lead Independent Director of the Company since May 2020. Ms. Goldberg Aronson has had responsibility for managing 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 through 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 Degree in Economics from Wellesley College, and a Masters in 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 2023. Ms. Goldberg Aronson also served as a director of Beta Bionics from February 2020 through October 2022, having served as interim Chief Executive Officer from February 2022 through August 2022. 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.


Curt R. Hartman Chair of the Board Age 60 Director since 2014				Biographical Information: Mr. Hartman has served as Chair of the Board since May 2020, and President & Chief Executive Officer of the Company since November 9, 2014, after having served as Interim Chief Executive Officer of the Company from July 2014 to November 2014, and as a Director of the Company since March 2014. He had a twenty-two year career at Stryker Corporation (“Stryker”) (NYSE: SYK) from 1990 through February 2013. Most recently, he served as the Interim Chief Executive Officer of Stryker from February 2012 to October 2012. Prior to that role, Mr. Hartman was the Vice President of Finance and Vice President, CFO of Stryker from November 2008 to October 2012. Prior to that, Mr. Hartman was Global President, of the Stryker Instruments Division from September 1999 to October 2008. Mr. Hartman has a Bachelor of Science degree in Aerospace Engineering from the University of Michigan and a Harvard Advanced Management Program Certificate from the Harvard Business School. Prior to Mr. Hartman’s appointment as Interim CEO, the Board of Directors had determined that he was independent.

				Qualifications: Mr. Hartman’s qualifications for election to CONMED’s Board include his vital role as the Chair, Chief Executive Officer and President of the Company, as well as his experience as a former CFO of a publicly-traded medical device company in the orthopedic space. He offers industry experience from a commercial, operational and financial 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.


Barbara J. Schwarzentraub Age 58 Director since 2019 Committees: • Audit (Chair)				Biographical Information: Ms. Schwarzentraub held various roles at Caterpillar, Inc. from 1990 through 2020, including serving as a Director and Divisional Chief Financial Officer for their Global Information Services Division from 2017 until February 2020. From 2016 through 2017, Ms. Schwarzentraub was the Director of Caterpillar’s Global Component Manufacturing and Supply Chain, having previously served as the Director of Caterpillar’s Parts Distribution and Vice President of Caterpillar Logistics Services Inc. from 2010 through 2016. She also served as the Director of Global Finance Transformation from 2006 through 2010. Prior to these roles, Ms. Schwarzentraub held a number of 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 experience in information technology and supply chain management on a global basis, experience in leading large organizations, financial and accounting experience, and recent experience in an active leadership position. 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.


John L. Workman Age 72 Director since 2015 Committees: • Audit • Strategy				Biographical Information: Dr. Workman served as Chief Executive Officer of Omnicare, Inc. from 2012 to 2014, as President and Chief Financial Officer from 2011 to 2012, and as Executive Vice President and Chief Financial Officer from 2009 to 2010. From 2004 to 2009, he was Chief Financial Officer of HealthSouth Corporation (now Encompass Health Corporation), where he oversaw a comprehensive financial statement reconstruction and reduced the company’s debt level by 50% through both a recapitalization and asset divestitures. Prior to HealthSouth, Dr. Workman served as Chief Executive Officer of U.S. Can Corporation from 2002 to 2004. Dr. Workman started his career at KPMG, where he was a partner from 1981 to 1984. He is currently Chair of the board and the Audit Committee of Agiliti, Inc (NYSE:AGTI). Audit Committee Chair and member of the Compensation Committee and Corporate Governance and Nominating Committee of Federal Signal Corp (NYSE: FSS). Dr. Workman also served on the board of Care Capital Properties from August 2016 until its merger with Sabra Health Care REIT in August 2017. Dr. Workman received his EdD from Olivet Nazarene University, his Master of Business Administration in Finance and Accounting from the University of Chicago and his Bachelor of Science Degree in Accounting from Indiana University. Dr. Workman is a certified public accountant (inactive). The Board of Directors has determined that Mr. Workman 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: Dr. Workman’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his experience as a partner with KPMG. His exposure to, and familiarity with, health care services matters and capital structure issues provides valuable insights and perspectives to the Board. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.


Diversity of Nominees	Age of Nominees	Tenure of Nominees

	Average Age 65 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



Prepares the agenda for meetings of the Board of Directors and committees, in consultation with the Lead Independent Director, and the chairs of the various Board Committees		Provides advice and consultation to Chair, and consults as to the agenda for meetings of the Board of Directors and committees, and has the authority to add items to the agenda

Establishes the schedule for Board and Committee meetings in light of the quarterly reporting obligations, investor conferences and meetings, and conflicting scheduling demands		Consults with Chair concerning schedule for meetings to ensure there is sufficient time to discuss all agenda items

Provides leadership for the Board of Directors during the meetings by presiding over the meetings, and for communications among directors between meetings		Presides over the meetings of the independent directors in executive session, and in the absence of the Chair

Guides the Board’s annual self-assessment		Serves as the liaison between the Chief Executive Officer and the independent directors between meetings, including providing feedback of discussions during executive sessions

Presides over the Annual Meeting of Stockholders		Has the authority to call a meeting of the Board, including a meeting of the independent directors

		Acts as a sounding board for the Chair and CEO

		Speaks to or meets individually with the Chair and CEO prior to and following each Board meeting or calls as appropriate

		Establishes the priorities for the Board of Directors

		Advises the CEO of the Board’s information needs

		Guides the Board’s annual assessment of the CEO

		Is available, as needed, to meet with stockholders


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 to oversee 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 CEO Executive Direct Reports • Reviewing and approving any severance, termination agreements, payments proposed to executive direct reports of the CEO. • Determining, or to recommending to the Board for determination, all components of the compensation of all other officers who report directly to the CEO of the Company. • Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, and to determine, or to recommend to the Board for determination, all components of the CEO’s compensation level based on this evaluation.

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.


• 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.		• Recommending to the Board from time to time as to changes that 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, and enable agile and efficient consideration by the full Board of inorganic initiatives.



Name	2023 Annual Retainer Total (Paid Quarterly)		2024 Annual Retainer Total (Paid Quarterly)

Lead Independent Director	$	110,000	$	120,000

Directors (Non-Executive only)	$	60,000	$	70,000

Audit Committee Chair	$	30,000	$	30,000

Audit Committee Member	$	15,000	$	15,000

Governance or Compensation Committee Chair	$	15,000	$	17,500

Governance or Compensation Committee Member	$	7,500	$	8,750

Strategy Committee Chair	$	15,000	$	15,000

Strategy Committee Member	$	7,500	$	7,500



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

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

David Bronson		$	90,000		$	37,385		$	137,485		$	264,870

Brian P. Concannon		$	82,500		$	37,385		$	137,485		$	257,370

LaVerne Council		$	82,500		$	37,385		$	137,485		$	257,370

Charles M. Farkas		$	75,000		$	37,385		$	137,485		$	249,870

Martha Goldberg Aronson		$	117,500		$	37,385		$	137,485		$	292,370

Jerome J. Lande		$	82,500		$	37,385		$	137,485		$	257,370

Barbara J. Schwarzentraub		$	90,000		$	37,385		$	137,485		$	264,870

Dr. John L. Workman		$	82,500		$	37,385		$	137,485		$	257,370



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

David Bronson		23,766		302

Brian P. Concannon		16,209		302

LaVerne Council		9,974		302

Charles M. Farkas		24,766		302

Martha Goldberg Aronson		22,766		302

Jerome J. Lande		13,152		302

Barbara J. Schwarzentraub		8,659		302

Dr. John L. Workman		23,766		302



Name		Title

Curt R. Hartman		Chair of the Board, President, and Chief Executive Officer

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

Patrick J. Beyer		President, International and Global Orthopedics

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

Heather L. Cohen		Executive Vice President and Chief Human Resources and Legal Officer and Secretary



CD&A Table of Contents

Topic		Page

Overview of Executive Compensation		30

Compensation Philosophy		30

Compensation Philosophy in Action		31

Executive Compensation Best Practices		32

Key Compensation Elements Summary		33

What has Changed in 2023?		33

Compensation Setting Process		34

Key Compensation Decisions		35

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

Risk Assessment		36

2023 Base Salary		36

2023 Executive Bonus Plan		38

2023 Equity Compensation		39

Stock Ownership Guidelines		41

Policy Prohibiting Hedging and Pledging of Company Stock		41

Additional Compensation Policies and Practices		41

Compensation Committee Report on Executive Compensation		45