Orthofix Medical (OFIX) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  Filed by a Party other than the Registrant 

Check the appropriate box:

ORTHOFIX MEDICAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

3451 Plano Parkway

Lewisville, Texas 75056

Dear Shareholders:

We will hold the 2023 Annual Meeting of Shareholders of Orthofix Medical Inc. on June 19, 2023 at 9:00 a.m. Central Daylight Time at the Four Seasons Resort and Club Dallas at Las Colinas, 4150 North MacArthur Boulevard, Irving, Texas 75038.

This booklet includes the notice of annual meeting and the proxy statement. The proxy statement describes the business that we will conduct at the meeting.

Your vote is important. Please refer to the proxy card or other voting instructions included with these proxy materials for information on how to vote by proxy or in person.

ORTHOFIX MEDICAL INC.

3451 Plano Parkway

Lewisville, Texas 75056

for

2023 ANNUAL MEETING OF SHAREHOLDERS

to be held on June 19, 2023

This notice and the accompanying proxy statement are being furnished to the shareholders of Orthofix Medical Inc., a Delaware corporation (“Orthofix” or the “Company”), in connection with the upcoming 2023 Annual Meeting of Shareholders (the “Annual Meeting”) and the related solicitation of proxies by the Board of Directors of Orthofix (the “Board of Directors” or “Board”) from holders of outstanding shares of common stock, par value $0.10 per share (“common stock”), of Orthofix as of the record date for the Annual Meeting for use at the Annual Meeting and at any adjournment or postponement thereof. In this notice and the accompanying proxy statement, all references to “we,” “our” and “us” refer to the Company, except as otherwise provided.

Time, Date and Place of Annual Meeting

Notice is hereby given that the Annual Meeting will be held on June 19, 2023 at 9:00 a.m. Central Daylight Time, at the Four Seasons Resort and Club Dallas at Las Colinas, 4150 North MacArthur Boulevard, Irving, Texas 75038.

Proposals to be Considered at the Annual Meeting

Please read a detailed description of proposals 1 through 9 stated above beginning on page 63 of the proxy statement.

Shareholders Entitled to Vote

All record holders of shares of Orthofix common stock at the close of business on the record date for the Annual Meeting, April 20, 2023, are being sent this notice and will be entitled to vote at the Annual Meeting. Each record holder on such date is entitled to cast one vote per share of common stock.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD JUNE 19, 2023: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD, AND THE ORTHOFIX ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022 ARE AVAILABLE AT WWW.PROXYDOCS.COM/OFIX.

The summary highlights certain information about our business and 2022 performance, and about other information in the proxy statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement before voting.

2022 Business Highlights

Notable financial results and operational accomplishments in 2022 include the following:

Merger with SeaSpine

On October 10, 2022, Orthofix entered into an agreement and plan of merger with SeaSpine, a global medical technology company focused on surgical solutions for the treatment of spinal disorders. On January 5, 2023, the merger was consummated, and SeaSpine became a wholly-owned subsidiary of Orthofix following the transaction.

Pursuant to the terms of the merger agreement, as of the effective time of the merger, the board of directors of the combined company consisted of nine individuals, including five individuals who were members of the board of directors of Orthofix immediately prior to the merger and four individuals who were members of the board of directors of SeaSpine immediately prior to the merger.

Effective as of the closing of the merger, the Board appointed Keith C. Valentine as President and Chief Executive Officer (succeeding Jon C. Serbousek, who was appointed to serve as Executive Chairman), John J. Bostjancic as Chief Financial Officer (succeeding Douglas C. Rice in such role), and Patrick L. Keran as Chief Legal Officer (succeeding Kimberley A. Elting, who now serves as President, Global Orthopedics). Catherine M. Burzik, who previously served as Chair of the Board, was appointed as Lead Independent Director.

Our Business Segments

Historically, Orthofix managed its business by two reporting segments, Global Spine and Global Orthopedics, which accounted for 77% and 23%, respectively, of our total net sales in 2022. The chart below presents our net sales, which includes product sales and marketing service fees, by reporting segment for each of the years ended December 31, 2022, 2021, and 2020. These amounts do not include the net sales of SeaSpine.

SeaSpine has historically managed its business as one operating segment, but with revenue reported in two product categories: (i) Biologics (formerly recognized as Orthobiologics) and (ii) Spinal Implants and Enabling Technologies. As a result of the merger with SeaSpine, which was consummated on January 5, 2023, we reassessed our previously identified reporting segments and identified two reporting segments based on how the operations of the newly combined company will be managed, which consist of (i) Global Spine and (ii) Global Orthopedics.

Director Nominees

(1) Mr. Burris previously served as a director between September 2021 and January 2023. He has been nominated to fill the Board seat currently occupied by Mr. Serbousek, who is not standing for reelection

Director Diversity and Qualifications

The following graphics highlight the diversity and qualifications of our director nominees, both individually and in the aggregate.

Executive Compensation Highlights

We focus our compensation program for our named executive officers and other executive officers on financial, strategic, and operational goals established by the Board of Directors, upon the recommendation of its Compensation and Talent Development Committee, designed to create sustained value for our shareholders. Our guiding compensation principle is to pay-for-performance. Our compensation program is also designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking. We consider the input of our shareholders on our executive compensation program. At our 2022 annual meeting of shareholders, 97% of the votes cast were in favor of the advisory vote on our executive compensation, or the say-on-pay proposal. At our 2021 and 2020 annual meetings of shareholders, 97% and 95%, respectively, of the votes cast were in favor of the say-on-pay proposal at those meeting. We believe this shareholder support validates our “pay-for-performance” approach to executive compensation.

2022 Executive Total Compensation Mix

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation and long-term incentive equity compensation awarded) for Jon C. Serbousek, our President and Chief Executive Officer during 2022, and our other named executive officers for 2022. These charts illustrate that 88% of our Chief Executive Officer's annual total target direct compensation and 81% of our other named executive officers' annual total target direct compensation was performance-based or variable.

Governance of Executive Compensation

Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

What we do:

 Align a significant amount of executive pay with the overall performance of our business and the Company’s common stock

 Set meaningful performance targets for annual and performance-based stock awards, approved by our Compensation and Talent Development Committee

 Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards

 Discourage unnecessary and inappropriate risk taking and we obtain an annual independent risk assessment analysis of our executive compensation program

 Maintain robust stock ownership guidelines for our executive officers and directors

 Maintain an incentive compensation clawback policy for executive officers

 Include “double-trigger” change in control vesting provisions in all equity grants to executive officers; we have no “single-trigger” cash or similar payment rights upon a change in control

 Our Compensation and Talent Development Committee directly retains an independent compensation consultant who conducts an annual benchmarking of our executive compensation program against an industry peer group

What we don’t do:

X Pay dividends or dividend equivalents on unvested stock options, time-based vesting stock awards, or unearned performance-based vesting stock awards

X Have employment agreements with our executive officers

X Pay excise tax gross-ups for change in control payments

X Reprice stock options without shareholder approval

X Provide excessive perquisites

X Permit hedging or pledging of our securities by employees, including our executive officers, or directors

Corporate Governance Highlights

We are committed to effective corporate governance and the regular review of our corporate governance practices to continue building on our success and long-term shareholder value.

Director Election

Board Independence

Standing Board Committees

Practices and Policies

TABLE OF CONTENTS

THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT APRIL 27, 2023.

Who can vote?

All record holders of shares of Orthofix common stock at the close of business on April 20, 2023 (the “Record Date”), are entitled to notice of, and will be entitled to vote at, the 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Each record holder on such date is entitled to cast one vote per share of common stock. As of the Record Date, there were 36,544,136 shares of Orthofix common stock outstanding.

How to vote?

YOUR VOTE IS IMPORTANT. If you are a record holder, you may cast your vote online, by phone, by mail, or in person at the Annual Meeting. See your proxy card for your online control number in order to vote.

If you hold your shares in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual shareholders are beneficial owners of shares held in street name. If you hold shares in street name, please follow the voting instructions provided to you by your broker. If your shares of common stock are held in street name, you will receive instructions from your broker, bank, or other nominee that you must follow in order to have your shares of common stock voted.

What constitutes a quorum?

The presence, in person or represented by proxy, of the holders of a majority of the shares of Orthofix common stock outstanding on the Record Date is required to constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” (described below) are counted as shares present for purposes of determining the presence of a quorum.

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What are broker-non-votes?

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries that are subject to New York Stock Exchange ("NYSE") rules may use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. The NYSE rules apply to broker, bank and other securities intermediary's discretion in voting your uninstructed shares regardless of the fact that we are a Nasdaq-listed company. A broker non-vote occurs when a broker, bank or other agent who has record ownership of the shares held in an account for its client has not received voting instructions from the client who is the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1, 2, 5, 6, 7, 8 and 9 are considered to be “non-routine” under NYSE rules and applicable interpretations and your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposals 3 and 4 are considered to be “routine” under NYSE rules and applicable interpretations, and, thus, if you do not return voting instructions to your broker, bank or other agent, your broker, bank or other agent may vote your shares in its discretion on those proposals.

What vote is required to approve each proposal?

Assuming a quorum is present, each director nominee will be elected by a majority of the votes cast with respect to such nominee. In other words, a director nominee will be elected if the number of shares voted “FOR” such nominee exceeds the number of shares voted “AGAINST” such nominee. For purposes of Proposal 1, abstentions and broker non-votes are not counted as votes cast either "FOR” or “AGAINST” a nominee, and have no effect on the outcome of the vote.

Assuming a quorum is present, with respect to each of Proposals 2, 3, 7, and 8, the particular proposal will be approved if it receives the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the applicable proposal. For each of these proposals, abstentions will have the same effect as a vote “AGAINST” the applicable proposal, and broker non-votes (to the extent applicable) will have no effect on the outcome of the vote for the applicable proposal.

Assuming a quorum is present, with respect to each of Proposals 4, 5 and 6, the particular proposal will be approved if it receives “FOR” votes from the holders of common stock representing a majority of our outstanding shares of common stock as of the Record Date. For each of these proposals, abstentions and broker non-votes (to the extent applicable) will have the same effect as a vote “AGAINST” the applicable proposal.

With respect to Proposal 9, the advisory vote on frequency of say-on-pay votes, shareholders may cast their advisory votes to hold the say-on-pay vote every year, every two years, or every three years. Shareholders may also abstain from voting on this proposal. Assuming a quorum is present, the frequency (1 Year, 2 Years or 3 Years) that receives the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be considered the frequency selected by the shareholders. Abstentions will make it more difficult for any of the frequency options to obtain such majority vote. If no frequency receives such majority vote, then the frequency that receives the greatest number of votes will be considered the frequency selected by the shareholders, on an advisory basis. Broker non-votes will have no effect on the outcome of the vote for this proposal.

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Proxies

This proxy statement is being furnished to holders of shares of Orthofix common stock in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting.

All shares of Orthofix common stock that are represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting and which are not validly revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on such proxies. If no instructions are indicated on a properly executed proxy, such proxy will be voted “FOR” the election of each director nominee identified in this proxy statement, for “1 year” with respect to the advisory vote on frequency of say-on-pay votes, and “FOR” each of the other proposals. The Board does not know of any other matters that are to be presented for consideration at the Annual Meeting.

Any proxy delivered by a record shareholder may be revoked by the person giving it at any time before voting begins at the Annual Meeting. Proxies may be revoked by (1) timely delivery to our Corporate Secretary of a written notice of revocation bearing a later date than the proxy sought to be revoked, (2) timely delivery to Orthofix of a valid, later-dated proxy (including a proxy given by telephone or online) relating to the same shares of Orthofix common stock or (3) attending the Annual Meeting and voting at the Annual Meeting in person. Attending the Annual Meeting will not in and of itself constitute the revocation of a proxy. Any written notice of revocation or later-dated proxy should be sent so as to be received in a timely manner to: Orthofix Medical Inc., Attn: Corporate Secretary, 3451 Plano Parkway, Lewisville, Texas 75056.

Voting is confidential

We maintain a policy of keeping all proxies and ballots confidential.

The costs of soliciting these proxies and who will pay them

We will pay all the costs of soliciting these proxies, including reimbursing banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to beneficial owners. Our directors and employees may also solicit proxies by telephone or electronic means of communication, or in person, and no additional compensation will be paid to such individuals.

Obtaining an Annual Report on Form 10-K

We have filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). The 2022 Form 10-K is available on our website at www.orthofix.com and at http://www.proxydocs.com/OFIX. If you would like to receive an additional copy of the 2022 Form 10-K, we will send you one free of charge. Please write to:

Orthofix Medical Inc.

3451 Plano Parkway

Lewisville, Texas 75056

Attention: Ms. Alexa Huerta, Investor Relations

You may also contact Ms. Huerta at (214) 937-3190 or at AlexaHuerta@orthofix.com.

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The information on our website is not incorporated by reference in, or considered part of, this proxy statement.

The voting results

We will publish the voting results from the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. You will also be able to find the Form 8-K on our website at www.orthofix.com.

Whom to call if you have any questions

If you have questions about the Annual Meeting, voting or your ownership of shares of Orthofix common stock, please contact Alexa Huerta at (214) 937-3190 or at AlexaHuerta@orthofix.com. Directions to the meeting can be found at http://www.proxydocs.com/OFIX.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on June 19, 2023

This proxy statement, your proxy voting card, and the 2022 Form 10-K are available at http://www.proxydocs.com/OFIX.

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Who are the principal owners of shares of Orthofix common stock?

The following table shows each person, or group of affiliated persons, who beneficially owned, directly or indirectly, at least 5% of the shares of our common stock. Our information is based on reports filed with the SEC by each of the firms or individuals listed in the table below. You may obtain these reports from the SEC.

The Percent of Class figures for the shares of our common stock are based on 36,535,215 shares of our common stock outstanding as of April 12, 2023. Except as otherwise indicated, each shareholder has sole voting and dispositive power with respect to the shares indicated.

(1) Based solely on information obtained from a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 23, 2023 disclosing that BlackRock has sole power to vote or direct the vote of 3,756,635 shares, shared power to vote or direct the vote of 0 shares, sole power to dispose of or to direct the disposition of 3,862,706 shares, and shared power to dispose of or to direct the disposition of 0 shares.

(2) Based solely on formation obtained from a Schedule 13G filed with the SEC by First Light Asset Management, LLC (“First Light”) on February 14, 2023 disclosing that First Light has sole power to vote or direct the vote of 0 shares, shared power to vote or direct the vote of 2,654,616 shares, sole power to dispose of or to direct the disposition of 0 shares, and shared power to dispose of or to direct the disposition of 2,654,616 shares.

(3) Although no 13G/A was filed with the SEC by Segall Bryant & Hamill, LLC (“Segall”) in 2023, a Schedule 13F was filed on February 14, 2023 disclosing that Segall has sole power to vote or direct the vote of 1,911,177 shares, shared power to vote or direct the vote of 0 shares, sole power to dispose of or to direct the disposition of 2,727,650 shares, and shared power to dispose of or to direct the disposition of 0 shares.

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Shares of common stock owned by Orthofix’s directors and executive officers

The following table sets forth the beneficial ownership of shares of our common stock, including stock options currently exercisable and exercisable within 60 days of April 12, 2023, by each current director, each director nominee, each named executive officer listed in the Summary Compensation Table, each current executive officer, and all current directors and executive officers as a group. The Percent of Class figure is based on 36,535,215 shares of our common stock outstanding as of April 12, 2023. Our current directors and executive officers as a group beneficially owned 1,765,700 shares of our common stock as of such date. Unless otherwise indicated, the beneficial owners exercise sole voting and/or investment power over their shares.

* Represents less than one percent.

(1) Reflects 78,273 shares owned directly, 179,648 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(2) Reflects 6,383 shares owned directly.

(3) Reflects 3,882 shares owned directly, 14,820 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 12, 2023 and 5,340 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(4) Reflects 191,612 shares owned directly and 54,199 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(5) Reflects 1,949 shares owned directly, 15,284 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 12, 2023 and 18,525 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(6) Reflects 34,408 shares owned directly and 31,778 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(7) Reflects 38,311 shares owned directly, 25,194 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 12, 2023 and 30,000 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(8) Reflects 5,726 shares owned directly.

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(9) Reflects 9,441 shares owned directly, 25,194 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 12, 2023, and 30,000 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(10) Reflects 160,067 shares owned directly and 340,102 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(11) Reflects 47,286 shares owned directly and 106,131 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(12) Reflects 40,749 shares owned directly and 71,582 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(13) Reflects 30,420 shares owned directly and 43,452 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

(14) Reflects 33,122 shares owned directly and 98,665 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 12, 2023.

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Information concerning our current and former executive officers is set forth below.

Keith C. Valentine. Mr. Valentine was appointed President and Chief Executive Officer in January 2023 following the merger with SeaSpine. He served as the CEO and President of SeaSpine from 2015 to the effective date of the merger. Prior to joining SeaSpine, Mr. Valentine served as President and Chief Operating Officer of NuVasive Inc. from 2007 to 2012 and as President from 2004 to 2007. While at NuVasive, Keith served in various senior executive roles of increasing responsibility in marketing, development, and operations. Previously, he served as Vice President of Marketing at ORATEC Interventions Inc., a medical device company acquired by Smith & Nephew PLC, and spent eight years in various roles with Medtronic Sofamor Danek including Vice President of Marketing for the Rods Division and Group Director for the BMP Biologics program, the Interbody Sales Development Effort, and International Sales and Marketing. Keith received a B.B.A. in Management and Biomedical Sciences from Western Michigan University.

Jon C. Serbousek. Prior to being named Executive Chairman in January 2023, Mr. Serbousek served as our President and Chief Executive Office (and a member of the Board) since November 2019, after previously having joined the Company in August 2019 as our President of Global Spine. A seasoned executive with more than 30 years’ experience in the medical device and biotech industries, Mr. Serbousek previously served in several leadership positions at Biomet Inc., including Worldwide President of Biomet Biologics, Worldwide Group President of Orthopedics, and President of U.S. Orthopedics. Prior to joining Biomet, he held various general management positions within Medtronic Inc., including Worldwide Division President − Spine, and Worldwide Vice President and General Manager of Biologics for their Spine and Biologics business. Additionally, Mr. Serbousek spent 13 years with DePuy Orthopedics, a Johnson & Johnson company where he served in numerous roles of increasing responsibility, including Vice President of Marketing and Product Development and Vice President of Spinal Operations. Mr. Serbousek has held numerous board positions at for profit and not-for-profit organizations. He earned his B.S. in Engineering from Washington State University, his M.S. in Bioengineering from the University of Utah, and later completed several advanced management programs including a program at the IMD International School of Management in Lausanne, Switzerland. ​

John Bostjancic. Mr. Bostjancic was appointed as Chief Financial Officer in January 2023 following the Merger. Prior to the Merger, he served as Chief Financial Officer of SeaSpine since March 2015, and in May 2022 he was appointed to his expanded role of Chief Operating and Financial Officer. Prior to this, he served as Treasurer and Senior Vice President at SeaSpine. Mr. Bostjancic served as acting Chief Financial Officer of the SeaSpine business within Integra Life Sciences Holdings Corporation from 2014 to 2015 and from 2012 to 2014 he was Senior Vice President of Global Supply Chain at Integra. Mr. Bostjancic's responsibilities included global planning, kitting, distribution, logistics and customer service in the role, and he led the project team implementing the U.S. Food and Drug Administration’s “unique device identifier” rule in 2014. From 2008 to 2012, he was Senior Vice President of Financial Planning and Analysis at Integra. Since joining Integra in 1999, he held roles of increasing responsibility in the finance organization, including Corporate Controller from 2003 through 2006. Before joining Integra, from 1998 through 1999 Mr. Bostjancic was a manager in the accounting standards team

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at Merck & Co., Inc., a publicly traded health care company. From 1993 to 1998, he worked in the business assurance organization at PricewaterhouseCoopers. Mr. Bostjancic received his B.S. in Accounting from the College of New Jersey.

Douglas C. Rice. Mr. Rice was the Company's Chief Financial Officer from 2015 through the closing of the merger in January 2023, and currently serves an executive consultant through June 2023. He joined Orthofix as the Chief Accounting Officer in 2014. Prior to joining the Company, Mr. Rice was the CFO of Vision Source, an international optometric network provider, where he had served since 2012. Mr. Rice served as the VP Finance, Treasurer of McAfee, a security technology company, from 2007 to 2012, when it was acquired by Intel. From 2000 to 2007, he served as the SVP, Corporate Controller of Concentra, Inc., a national healthcare service provider. Mr. Rice's over 30 years of finance experience also includes finance leadership positions with la Madeleine, Allied Marketing Group and PricewaterhouseCoopers (formerly Coopers & Lybrand). He is a CPA and holds an MBA and a BBA, with honors, from Southern Methodist University.

Kimberley A. Elting. Ms. Elting currently serves as our President, Global Orthopedics. She joined the Company as Chief Legal Officer in September 2016 and was named Chief Legal and Administrative Officer in 2017, Chief Legal and Development Officer in 2020, and President, Global Orthopedics in 2022. From April 2022 to the effective date of the Merger, she served as both the Chief Legal and Development Officer and President, Global Orthopedics. Before joining Orthofix, she had served since 2013 as General Counsel and Vice President Corporate Affairs at TriVascular Technologies, Inc.. In this role, she led the legal, compliance, human resources (HR) and government affairs functions for the company. Between 2007 and 2012, she served in various roles of increasing responsibility with St. Jude Medical, including General Counsel and Vice President of HR and Health Policy for the Neuromodulation Division. She was previously a partner at the Jones Day law firm where she counseled clients in the health care sector on mergers and acquisitions and regulatory matters. A graduate of Ithaca College, Ms. Elting earned her Law Degree from the University of Denver and an LL.M. in Health Law from Loyola University Chicago.

Kevin J. Kenny. Mr. Kenny became President of Global Spine in December 2019. Mr. Kenny previously served as the Chief Operating Officer for Cardiovascular Systems Incorporated where he drove business strategies focused on developing and commercializing new products worldwide. Prior to Cardiovascular Systems Incorporated, Mr. Kenny served as Vice President of U.S. Sales for Medtronic Spine and Biologics where he oversaw all sales functions for approximately 1,500 direct and non-direct sales personnel. During his nine-year tenure with Medtronic, Mr. Kenny held a variety of sales roles, each with increasing areas of responsibility. Earlier in his career, Mr. Kenny served as Vice President of Sales for Bausch and Lomb and also held various sales leadership roles with B. Braun/McGaw, a worldwide manufacturer and distributor of medical devices. Mr. Kenny serves on the Board of Directors for the Medical Device Manufacturers Association. He earned his B.S. in Business Administration from California State University in Sacramento, CA.

Patrick L. Keran. Mr. Keran was appointed Chief Legal Officer in January 2023 following the Merger. He served as the General Counsel of SeaSpine since October 2015, Secretary since June 2016 and, in June 2020 was designated a Senior Vice President. Prior to joining SeaSpine, Mr. Keran provided strategic and business advisory services to a variety of life sciences companies, including acting as Chief Legal Officer to NAIA Pharmaceuticals, Inc., a privately held international drug development company. From February 2010 to February 2015, he served as President and Chief Operating Officer of Mast Therapeutics, Inc., a publicly held clinical stage biopharmaceutical company, and from August 2006 to February 2010, he served as its General Counsel. Mr. Keran also served as Mast’s secretary from September 2006 to February 2015 and served as its Principal Financial Officer from July 2009 to January 2013. Previously, from 2004 to 2006, Mr. Keran was Associate General Counsel at Ionis Pharmaceuticals, Inc. (formerly known as Isis Pharmaceuticals, Inc.), a publicly held drug discovery and development company. From 1999 to 2004, he practiced corporate law at the law firms of Heller Ehrman LLP and Brobeck Phleger & Harrison LLP, specializing in public and private financings, licensing

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arrangements, mergers and acquisitions and corporate governance matters. Mr. Keran is licensed to practice law in the State of California. He received a B.A. from the University of California at San Diego and a J.D. from the University of California at Berkeley, School of Law.

Paul W. Gonsalves. Mr. Gonsalves was our President, Global Orthopedics from September 2020 until April 2022, at which time he ceased employment with the Company to pursue other opportunities.

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The Board of Directors and Committees of the Board

Our amended and restated bylaws (“Bylaws”) provide that the Board shall consist of not less than six and no more than fifteen directors, the exact number to be determined from time-to-time by resolution of the Board. The Board is currently comprised of nine seats, though one serving director, Jon C. Serbousek, will not be standing for election at the Annual Meeting. Following the recommendation of the Nominating, Governance and Sustainability Committee, the Board has nominated each of the remaining eight current directors for election to the Board at the Annual Meeting and has nominated Wayne Burris for election as a director at the Annual Meeting.

Directors are elected at each annual meeting of shareholders by a majority of the votes cast with respect to the director, provided, however, that directors shall be elected by the vote of a plurality of the votes cast if (i) the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for directors set forth in our Bylaws, which nomination is not subsequently withdrawn, or (ii) the number of nominees for election to the Board of Directors at such meeting exceeds the number of directors to be elected. For purposes of this standard, a “majority of the votes cast” means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. The Company has not received any director nominations from shareholders for the Annual Meeting, and the number of nominees is equal to the number of directors to be elected at the Annual Meeting. As such, a “majority of the votes cast” will be the standard for election at the Annual Meeting.

Under our Bylaws, any incumbent director who is nominated for election by the Board or a committee thereof must, as a condition to such nomination submit to the Chair of the Board (a) in the case of a contested election, a conditional letter of resignation, and (b) in the case of an uncontested election, a conditional and irrevocable letter of resignation. If an incumbent director is not elected (that is, the incumbent director receives more “AGAINST” votes than “FOR” votes), the Nominating, Governance and Sustainability Committee will consider the conditional resignation of such nominee and make a recommendation to the Board on whether to accept or reject the conditional resignation, or whether other action should be taken. The Board will act on the Nominating, Governance and Sustainability Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results for the Annual Meeting. If the Board’s decision is to accept the director’s resignation, then the Board may fill the resulting vacancy in accordance with our Bylaws. The director whose conditional resignation is being considered will not participate in the Nominating, Governance and Sustainability Committee's recommendation or the Board’s decision.

It is our policy that all directors attend the Annual Meeting, and at last year’s annual meeting of shareholders, all directors attended the meeting in person. We expect that all directors will attend the Annual Meeting in person.

The Board meets at least four times per year in person at regularly scheduled quarterly meetings, but will meet more often in person if necessary. In addition, the Board typically holds several additional telephonic or virtual meetings each year as events require. The Board met 29 times during 2022, all of which were in-person or virtual meetings. The Board has four standing committees: the Audit and Finance Committee, the Compensation and Talent Development Committee, the Compliance and Ethics Committee, and the Nominating, Governance and Sustainability Committee. During 2022, every director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served that were held during the period for which he or she was a director or committee member, as applicable.

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Of our nine director nominees, the Board has determined that each of Ms. Burzik, Mr. Burris, Mr. Essig, Mr. Hannon, Mr. Henneman, Mr. Hinrichs, Ms. Maniar and Mr. Paolucci are independent under the current Nasdaq listing standards. Mr. Valentine is not considered independent because he serves as our President and Chief Executive Officer. A list of our director nominees, including background information for each of them, is presented in the section “Proposal 1: Election of Directors,” beginning on page 63.

Board Leadership Structure

Ms. Burzik, who is an independent director, currently serves as the Lead Independent Director. Mr. Valentine, who is also a director, serves as the Company’s President and Chief Executive Officer. Our former Chief Executive Officer, Mr. Serbousek, currently serves as Executive Chairman of the Board; however, he will not be standing for election at the Annual Meeting.

Following this Annual Meeting, the Board of Directors will determine who will serve as the Company's Chair of the Board. Consistent with our corporate governance guidelines, we expect the Chair and CEO positions to be separate. The Board believes that the separation of these two critical roles best serves the Company’s shareholders because it allows our President and Chief Executive Officer to focus on providing leadership over our day-to-day operations while the Chair of the Board focuses on leadership of the Board.

The Audit and Finance Committee

Our Audit and Finance Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The committee oversees the Company’s financial reporting process on behalf of the Board. The committee is responsible for the selection, compensation, and oversight of the Company’s independent registered public accounting firm. The committee reviews matters relating to the Company’s internal controls, as well as other matters warranting committee attention. The committee also meets privately, outside the presence of Orthofix management, with our independent registered public accounting firm. The Audit and Finance Committee’s report for 2022 is printed below at page 76.

The Audit and Finance Committee also oversees the Company’s (i) enterprise risk management program, reviews risk assessments, and receives reports from management on risk areas and mitigation plans and (ii) regularly reviews the Company’s cybersecurity and other IT risks, controls, and procedures, including plans to mitigate cybersecurity risks and respond to data breaches, with updates provided on at least a quarterly basis.

The Board has adopted a written charter for the Audit and Finance Committee, a copy of which is available for review on our website at www.orthofix.com.

The Audit and Finance Committee met eight times during 2022 (either in-person or virtual meetings).

Mr. Hinrichs, Mr. Essig and Mr. Hannon currently serve as members of the Audit and Finance Committee, with Mr. Hinrichs serving as Chair. Under the current rules of Nasdaq and pursuant to Rule 10A-3 of Schedule 14A under the Exchange Act, all of the committee members are independent. The Board has determined that Mr. Hinrichs is an “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K.

The Compensation and Talent Development Committee

The Compensation and Talent Development Committee is responsible for establishing compensation policies and determining, approving, and overseeing the total compensation packages for our executive officers, including all elements of compensation. The committee administers our Amended and Restated 2012 Long-Term Incentive Plan, as amended (the “2012 LTIP”), the primary equity incentive plan under which we make

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equity-related awards, as well as the SeaSpine Amended and Restated 2015 Incentive Award Plan, which was assumed in the merger. In addition, the committee administers our Second Amended and Restated Stock Purchase Plan, as Amended (the “SPP”), an equity plan under which most of our employees and Directors are eligible to purchase shares of Company common stock at a discount.

The Compensation and Talent Development Committee met six times during 2022 (either in-person or virtual meetings).

The Board has adopted a written charter for the Compensation and Talent Development Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Paolucci, Mr. Hinrichs, Mr. Henneman and Ms. Maniar currently serve as members of the Compensation and Talent Development Committee, with Mr. Paolucci serving as Chair. All of these members (i) are non-employee, non-affiliated, outside directors who have been determined by the Board to be independent under the current rules of Nasdaq and (ii) satisfy the qualification standards of Section 16 of the Exchange Act.

No interlocking relationship, as defined in the Exchange Act, currently exists, nor existed during 2022, between the Board or Compensation and Talent Development Committee and the board of directors or compensation committee of any other entity.

The Compliance and Ethics Committee

The Compliance and Ethics Committee assists the Board in overseeing the Company’s Corporate Compliance and Ethics Program and the Company’s global compliance with various international and domestic laws and regulations, including those related to the U.S. Food and Drug Administration and requirements of the U.S. Foreign Corrupt Practices Act and other applicable global anti-corruption laws. The committee also assists the Board in overseeing the Company’s compliance with the Company’s own Corporate Code of Conduct, policies, and procedures.

The Compliance and Ethics Committee met four times in 2022 (either in-person or virtual meetings).

The Board has adopted a written charter for the Compliance and Ethics Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Hannon, Ms. Maniar, and Mr. Serbousek currently serve as members of the Compliance and Ethics Committee, with Mr. Hannon serving as Chair. All of these members, excluding Mr. Serbousek, have been determined by the Board to be independent under the current Nasdaq and SEC rules. The Compliance and Ethics Committee's charter requires that a majority of members must be independent.

The Nominating, Governance and Sustainability Committee

The Nominating, Governance and Sustainability Committee assists the Board in identifying qualified individuals to become Board members, recommends nominees for election at each annual meeting of shareholders to the Board, develops and recommends the Company’s corporate governance principles and guidelines to the Board, and evaluates potential candidates for executive positions as appropriate. In connection with this role, the committee periodically reviews the composition of the Board in light of the characteristics of independence, skills, experience, and availability of service, with an emphasis on the particular areas of skill and experience needed by the Board at any given time. The committee periodically reviews succession planning with the Chair of the Board and the President and Chief Executive Officer, and makes recommendations to the Board in connection with succession planning. The committee oversees the Board’s annual self-evaluation process, which includes the completion of questionnaires covering the Board, each committee, and individual director

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performance. In addition, the committee oversees the Company’s ESG programs, inclusive of climate-related matters; reviews gap analysis; progress on diversity, equity and inclusion programs; company initiatives; and receives reports from management on ESG matters.

The Nominating, Governance and Sustainability Committee met four times in 2022 (either in-person or virtual meetings).

The Board has adopted a written charter for the Nominating, Governance and Sustainability Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Essig, Ms. Burzik, Mr. Henneman, and Mr. Paolucci currently serve as members of the Nominating, Governance and Sustainability Committee, with Mr. Essig serving as Chair. All of these members have been determined by the Board to be independent under the current rules of Nasdaq and the SEC.

Board’s Role in Risk Oversight

The Board plays an important role in overseeing various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee’s expertise or charter. For example, the Audit and Finance Committee oversees our financial statements and receives reports on the Company’s enterprise risk management program, the Compliance and Ethics Committee assists in the Board’s oversight of compliance with certain legal and regulatory requirements, the Compensation and Talent Development Committee oversees the Company’s compensation plans and assures that such plans properly discourage unnecessary and inappropriate risk taking by management, and the Nominating, Governance and Sustainability Committee oversees the identification of potential Board or executive candidates and the Company’s ESG programs, inclusive of climate-related matters. The Board believes the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to more effectively monitor these risks.

An important feature of the Board’s risk oversight function is to receive updates from its committees and management, as appropriate. In that regard, the Board regularly receives updates from the President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Ethics and Compliance Officer, including in connection with material litigation and legal compliance matters. The Board also receives updates at quarterly in-person or virtual Board meetings on committee activities from each committee Chair. In addition, the senior executive of each Company division or business unit periodically reviews and assesses the most significant risks associated with his or her division or unit. These assessments are then aggregated by our management team and presented to the Board. The Board regularly discusses with management these risk assessments and includes risk management and risk mitigation as part of its oversight of the enterprise risk management program and its ongoing strategic planning process.

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Cybersecurity Risk Management

The Audit and Finance Committee regularly reviews the Company’s cybersecurity, including IT risks, controls, procedures, and plans to mitigate cybersecurity risks and respond to data breaches. The Audit and Finance Committee periodically receives reports at its regularly scheduled meetings from the Chief Information Officer and the IT Vice President of IT Security and Controls on, among other things, the Company’s cyber risks and threats, the status of projects and management’s strategies to strengthen the Company’s IT systems, assessments of the Company’s security program and third-party assessments and testing, emerging threat landscape, and the review of the Company’s cybersecurity insurance policy. Due to the importance of this topic, the Board also receives periodic updates on cybersecurity matters. In 2021, the Company was audited by a third-party cybersecurity firm using the National Institute of Standards and Technology (NIST) standard and in 2022 implemented certain recommendations resulting from the audit. The Company also requires that cybersecurity training is part of the onboarding process for new hires and that all employees participate in annual cybersecurity training.

Corporate Code of Conduct

We maintain codes of conduct (our “Codes of Conduct”) for each of our legacy Orthofix and SeaSpine businesses that are applicable to all employees worldwide of the respective business. The Code of Conduct for the legacy Orthofix business, to which all of our directors and executive officers are subject, is available for review under the “Investors > Governance > Governance Documents” section of our website at www.orthofix.com.

The goals of our Codes of Conduct, as well as our general corporate compliance and ethics program (which we have branded the Integrity Advantage™ Program), are to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us, (iii) compliance with applicable governmental laws, rules, and regulations, (iv) the prompt internal reporting of violations of our Codes of Conduct to appropriate persons identified therein, and (v) accountability for adherence to our Codes of Conduct. Our Codes of Conduct apply to all areas of professional conduct, including customer relationships, conflicts of interest, financial reporting, use of company assets, insider trading, intellectual property, confidential information, and workplace conduct. Under our Codes of Conduct, employees, directors, and executive officers are responsible for promptly reporting potential violations of any law, regulation, or our Codes of Conduct to appropriate personnel or via a hotline we have established.

We intend to disclose any substantive amendment to, or a waiver from, a provision of the Code of Conduct for the legacy Orthofix business that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on our website at the address specified above.

Hedging and Pledging Policies

Under the Company’s Corporate Governance Guidelines, all directors, executives, and employees are prohibited from engaging in hedging transactions involving the Company’s common stock, including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, all such persons are prohibited from holding the Company’s common stock in a margin account or otherwise pledging such shares as collateral for a loan.

Shareholder Communication with the Board

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To facilitate the ability of shareholders to communicate with the Board, we have established an electronic mailing address and a physical mailing address to which communications may be sent: boardofdirectors@orthofix.com, The Board of Directors, c/o Chair of the Board, Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

The Chair of the Board and/or Lead Independent Director reviews all correspondence addressed to the Board and presents to the Board a summary of all such correspondence and forwards to the Board or individual directors, as the case may be, copies of all correspondence that, in the opinion of the Chair of the Board and/or Lead Independent Director, deals with the functions of the Board or committees thereof or that he otherwise determines requires their attention. Examples of communications that would be logged, but not automatically forwarded, include solicitations for products and services or items of a personal nature not relevant to us or our shareholders. Directors may at any time review the log of all correspondence received by Orthofix that is addressed to members of the Board and request copies of any such correspondence.

Nomination of Directors

As provided in its charter, the Nominating, Governance and Sustainability Committee identifies and recommends nominees for election to the Board and will consider nominations submitted by shareholders. The Nominating, Governance and Sustainability Committee Charter is available for review on our website at www.orthofix.com.

The Nominating, Governance and Sustainability Committee seeks to create a Board that is strong in its collective diversity of skills and experience with respect to finance, research and development, commercialization, sales, distribution, leadership, technologies, and life science industry knowledge. The Nominating, Governance and Sustainability Committee reviews with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence, skills, experience, and availability of service to Orthofix of its members and of anticipated needs. If necessary, we will retain a third party to assist us in identifying or evaluating any potential nominees for director. When the Nominating, Governance and Sustainability Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board at that time given the then current mix of director attributes.

As provided for in our Corporate Governance Guidelines, in nominating director candidates, the Nominating, Governance and Sustainability Committee strives to nominate directors that exhibit high standards of ethics, integrity, commitment, and accountability. In addition, our Corporate Governance Guidelines state that all nominations should attempt to ensure that the Board shall encompass a range of talent, skills, and expertise sufficient to provide sound guidance with respect to our operations and activities. Other than as set forth in the Corporate Governance Guidelines with respect to the Board’s objective in seeking directors with a range of talent, skills and expertise, the Board and the Nominating, Governance and Sustainability Committee do not have a formal policy with respect to the diversity of directors, but seek to ensure composition of the Board meets or exceeds diversity guidelines issued by regulatory agencies and considers the policies and input of institutional investors.

Under our Corporate Governance Guidelines, directors must inform the Chair of the Board and the Chair of the Nominating, Governance and Sustainability Committee in advance of accepting an invitation to serve on another company’s board of directors. In addition, no director may sit on the board of directors of, or beneficially own a significant financial interest in, any business that is a material competitor of Orthofix. The Nominating, Governance and Sustainability Committee reviews any applicable facts and circumstances relating to any such potential conflict of interest and determines in its reasonable discretion whether a conflict exists.

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To recommend a director nominee, a shareholder may send a notice addressed to The Board of Directors, Chair of the Nominating, Governance and Sustainability Committee of Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056. This notice must be received in a timely manner in accordance with the requirements of our Bylaws and must include certain information regarding the candidate, a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above, and the candidate’s signed consent to be named in the proxy statement and to serve as a director if elected. See the section titled, "Information About Shareholder Proposals," below, for additional information. Once we receive the recommendation, the Nominating, Governance and Sustainability Committee will determine whether to contact the candidate to request that he or she provide us with additional information about the candidate’s independence, qualifications and other information that would assist the Nominating, Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Candidates must respond to our inquiries within the time frame provided in order to be considered for nomination by the Nominating, Governance and Sustainability Committee.

The Nominating, Governance and Sustainability Committee has not received any nominations for director from shareholders for the Annual Meeting.

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Since 1980, Orthofix has evolved and grown to become a leading medical device company focused on spine and orthopedics solutions. Our mission is to deliver innovative, quality-driven solutions while partnering with health care professionals to improve patient mobility. In this pursuit, we approach issues surrounding sustainability with a mindset that is focused on providing superior solutions to physicians worldwide to improve patient mobility.

Throughout 2022, we enhanced our ESG strategy to align with the broader transformation of our business. Our executive leadership team and Board continues to recognize the importance of embedding environmental and social priorities within our business operations and approved an enhanced and modernized ESG strategy intended to drive additional progress on initiatives that promote sustainability. The Nominating, Governance, and Sustainability Committee of the Board provides direct oversight of our practices and reporting with respect to sustainability matters, with our senior leadership team and ESG Working Group tasked with driving results in these areas. Our ESG Working Group is responsible for leading our ESG strategy and monitoring our corporate responsibility initiatives. This group includes cross-functional subject matters experts from across the Company. Against this backdrop, we have engaged with our internal and external stakeholders on ESG topics to help further inform our future direction, priorities, and strategy.

In the spring of 2022, we completed our first assessment of ESG priorities, which included examination of a range of key stakeholders, including investors, customers, employees, and ESG rating organizations and by studying industry peers. Our analysis of ESG topics included alignment to the Sustainability Accounting Standards Board (“SASB”). We also drew upon the subject matter expertise of colleagues throughout our organization to collect and organize content. In the summer of 2022, Orthofix released its inaugural SASB Fact Sheet, which detailed our progress against the SASB framework and the five tenets of our ESG strategy, which are: (1) Our People (2) Community Involvement, (3) Environmental Responsibility, (4) Governance, and (5) Safety and Quality. Orthofix also began monitoring greenhouse gas ("GHG") emissions and tracking energy usage in 2022. Thus, we have continued to expand our program, and in summer 2023, we plan to publish an updated SASB Fact Sheet that is expected to include GHG emission data, energy consumption, and additional metrics.

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Orthofix’s website contains information on our environmental and social policies and programs, including the following:

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For more information on our ESG program, or to read our inaugural 2021 SASB Fact Sheet, please visit our corporate website:

https://ir.orthofix.com/governance/corporate-sustainability/default.aspx

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Compensation Committee Interlocks and Insider Participation

The Compensation and Talent Development Committee, comprised entirely of independent, non-management directors, is responsible for establishing and administering the Company’s policies involving the compensation of its executive officers. No member of the Compensation and Talent Development Committee (i) was, during the year ended December 31, 2022, or has previously been, an officer or employee of the Company, or (ii) had any material interest in a transaction with the Company or a business relationship with, or any indebtedness, to the Company. No interlocking relationships existed during the year ended December 31, 2022, between any member of the Board or the Compensation and Talent Development Committee and an executive officer of the Company.

Approval of Related Person Transactions

Our policy regarding transactions with related persons, which is set forth in our Corporate Code of Conduct and Audit and Finance Committee charter, is that the Audit and Finance Committee will review and approve or ratify all transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) involving amounts exceeding $120,000 in which the related person has a direct or indirect material interest. The Company did not have any related party transactions meeting this threshold during 2022.

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Executive Overview

We focus our compensation program for our named executive officers (“NEOs”) and other executives on financial, strategic, and operational goals established by the Board of Directors designed to create sustained value for our shareholders. Our guiding compensation principle is to pay-for-performance. Our executive compensation program is designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking.

Consistent with our pay-for-performance philosophy, a significant portion of our NEOs’ compensation was delivered in equity-based awards for 2022. Fifty percent of the equity-based award value was delivered via performance stock units (which were structured to vest based upon the achievement of specified net sales targets for the year ended December 31, 2023, with the target vesting percentage then potentially further adjusted based upon the Company’s total shareholder return relative to an industry peer group over a three-year performance period), while the other fifty percent of the equity-based award value was delivered via restricted stock units with time-based vesting.

In addition, a significant portion of our NEOs’ cash compensation was at risk via our annual cash incentive program, which is 100% performance-based. In 2022, the metrics under our annual cash incentive program were expanded to also include enterprise objectives relating to ESG metrics, including company-wide goals associated with product safety and community service.

The Compensation and Talent Development Committee (referred to throughout this Compensation Discussion and Analysis section as the “Committee”) has consistently set challenging financial performance goals under the annual cash incentive plan that rewards executives for achieving or exceeding the annual operating plan. The approach for setting the financial performance goals under the annual cash incentive plan was similar in 2022 as compared to prior years. Actual performance in 2022 fell short of the target performance goals, which resulted in lower than target payouts for all NEOs and other executives, demonstrating the Committee’s commitment to its pay-for-performance philosophy as described further below.

The Committee believes that its overall compensation program for NEOs demonstrates the Committee’s pay-for-performance philosophy.

Notable financial results and operational accomplishments in 2022 include the following:

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Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

What we do:

 Align executive pay with the overall performance of our business and the Company’s common stock

 Set meaningful performance targets for annual and performance-based awards, approved by the Committee

 Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards

 Discourage unnecessary and inappropriate risk taking and we obtain an annual independent risk assessment analysis of our executive compensation program

 Maintain robust stock ownership guidelines for our executive officers and directors

 Maintain an incentive compensation clawback policy for executive officers

 Include “double-trigger” change in control vesting provisions in all equity grants to executive officers; we have no “single-trigger” cash or similar payment rights upon a change in control

 The Committee directly retains an independent compensation consultant who conducts an annual benchmarking of our executive compensation program against an industry peer group

What we don’t do:

X Pay dividends or dividend equivalents on unvested stock options, time-based vesting stock awards, or unearned performance-based vesting stock awards

X Have employment agreements with our executive officers (unless required by law)

X Pay excise tax gross-ups for change in control payments

X Reprice stock options without shareholder approval

X Provide excessive perquisites

X Permit hedging or pledging of our securities by employees, including our executive officers, or directors

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Named Executive Officers

For 2022, our NEOs were the following individuals:

Effective at the closing of the merger with SeaSpine in January 2023:

The Summary Compensation Table and narrative sections following this Compensation Discussion and Analysis section discloses 2022 compensation for the NEOs serving in such roles in 2022 as required by Regulation S-K. The disclosures in this Compensation Discussion and Analysis section regarding ongoing or newly implemented executive compensation practices or policies apply to our current officers who are subject to Section 16 of the Exchange Act ("Section 16 officers"), who are identified below.

Compensation Guiding Principles and Philosophy

The Committee is comprised solely of independent directors. The Committee recommends to the Board for determination by the Board, the President and Chief Executive Officer’s compensation, and discharges the responsibilities of the Board relating to all compensation of the Company’s other Section 16 officers and Executive Leadership Team ("ELT") (including equity-based compensation for both executive officers and other key employees). The Committee guides itself in large part by the Executive Compensation Guiding Principles. These guiding principles include an executive compensation philosophy for executives that reflects a meaningful “pay-for-performance” philosophy and seeks to align compensation payouts with the goals of growing our business and increasing sustainable shareholder value.

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The Executive Compensation Guiding Principles, which were affirmed by the Committee in March 2023, are as follows:

Management is responsible for effectively communicating the design and administration of the compensation program to employees. Consistent with these principles, the Committee’s compensation philosophy is to fairly compensate executive officers with an emphasis on providing incentives that balance our short-and long-term objectives. The Committee retains full discretion to make compensation decisions that may differ from decisions that would be made based on a strict application of the Executive Compensation Guiding Principles, especially when special retention, recruitment, business conditions, or other factors suggest that such compensation decisions are in the best interests of the Company and its shareholders.

In implementing the “pay-for-performance” compensation philosophy for the Company’s executive officers, the Committee places considerable emphasis on variable elements of pay within the executive compensation program. For 2022, the variable elements of our executive compensation program consisted of the Company’s annual cash incentive plan, which is intended to reward executive officers for achieving specific financial performance goals during the fiscal year, as well as a long-term incentive plan that consisted of both performance-based (50% weighting) and time-based vesting (50% weighting) equity-based awards.

The Committee seeks to provide payouts through the annual cash incentive plan based on actual performance relative to pre-established financial performance goals reflecting strong financial performance by the Company and its business units. Newly incorporated into our compensation program in 2022, these pre-established performance goals incorporated certain enterprise objectives relating to ESG metrics, including company-wide goals associated with product safety and community service.

The Committee also seeks to align executives’ interests with shareholders via grants of equity compensation, which encourage executive officers to focus on achieving longer-term goals and sustained increases in

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shareholder value, as the value of these awards is directly commensurate with the fluctuations in the value of the Company’s common stock.

In addition to variable compensation programs, executives also receive health and welfare benefits (including our 401(k) plan) that are generally consistent with the level of health and welfare benefits provided to all U.S. based Company employees and those provided by companies in our industry peer group.

Compensation Process

The Committee is responsible for establishing and evaluating compensation policies and determining, approving and evaluating executive compensation, including the total compensation packages for our Section 16 officers. The Committee is also responsible for administering the Company’s equity incentive plans and other executive compensation policies and programs. The Committee recommends for approval by the Board the compensation of the Chief Executive Officer and specifically considers and approves the compensation for our other Section 16 officers and members of our ELT. The Chief Executive Officer is prohibited from being present during Committee or Board voting or deliberations with respect to his or her own compensation arrangements. The Committee also is responsible for making recommendations to the Board regarding the compensation of directors. The Committee relies on the President and Chief Executive Officer to make recommendations on certain aspects of compensation, as discussed below. The Committee acts under a written charter adopted by the Board. The Committee reviews its charter annually and recommends any changes to the Board. The charter is available on our website at www.orthofix.com. Mr. Henneman, Mr. Hinrichs, Ms. Maniar, and Mr. Paolucci currently serve as the members of the Committee, with Mr. Paolucci serving as Chair.

Each member of the Committee is an independent, non-employee, non-affiliated, outside director. The Committee has furnished its report below.

Role of Executive Officers

At the Committee’s request, from time to time, certain of our senior management present compensation-related initiatives to the Committee. For instance, while the Committee recommends to our Board for approval, or approves, all elements of compensation of our Section 16 officers and members of the ELT, the Committee requests on an annual basis that senior management aid the Committee in fulfilling its duties by facilitating the gathering of information relating to potential financial performance targets and actual performance under our annual cash incentive program as well as possible equity incentive grants. The Committee then reviews this information in connection with recommending to the Board or setting annual incentive targets or making equity compensation grants.

Under the Executive Compensation Guiding Principles, management is responsible for compensation decisions related to all employees who are not Section 16 officers or members of the ELT, subject to limits established by the Committee (e.g., long-term incentive awards and change in control agreement participation). In this context, our President and Chief Executive Officer has general oversight of the compensation process for such employees, and provides input to the Committee in such capacity. Our President and Chief Executive Officer also provides the Committee with additional input, perspective, and recommendations in connection with the Committee’s salary determinations for our Section 16 officers (other than himself) and members of the ELT. Our President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Human Resources Officer frequently attend meetings of the Committee in these respective capacities. These individuals are excluded from any Committee or Board deliberations or votes regarding their own compensation.

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Compensation Consultant

The Committee has the authority under its charter to retain, at the Company’s expense, independent compensation consultants to assist in evaluating compensation decisions. The Committee also has the authority to terminate those engagements. In accordance with this authority and to aid the Committee in fulfilling its duties, the Committee has engaged Mercer US LLC (“Mercer”) as its independent compensation consultant since September 2017.

In its role as compensation consultant, Mercer, at the Committee’s request, periodically conducts reviews and recommends updates to our executive officer and director compensation programs and long-term incentive practices.

In connection with their engagement, Mercer reported to the Committee regarding its independence based on the six factors outlined in SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Committee considered these factors and concluded that Mercer is independent and that its engagement by the Committee raised no conflicts of interest.

Peer Group Benchmarking

Decisions related to executive compensation program design and pay levels are informed, in part, by the practices and pay levels of comparable peer organizations. The Committee engages Mercer to conduct an annual executive compensation analysis that provides market competitive levels of total compensation. The assessment used in connection with setting 2022 compensation compared the compensation levels of our Section 16 officers with market data to determine whether their compensation levels remained consistent with market practice and our compensation philosophy. In conducting the assessment, Mercer made comparisons to our industry peer group and survey data including companies in the life sciences/medical devices industries.

In conducting the benchmarking for 2022 pay decisions, Mercer utilized a selection of 18 peer companies. The members of the peer group were selected for inclusion principally because of their overall similarity to Orthofix in terms of annual revenue, industry sector/sub-sector, medical technology product lines and international penetration. The peer group for 2022 pay decisions consisted of the following companies in the life sciences/medical devices industries, which we compete against for executive talent:

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1 Formerly known as CryoLife, Inc.

2 Natus Medical was acquired by healthcare-focused private equity firm ArchiMed in July 2022

3 Merged with Orthofix effective January 5, 2023

The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholders with the opportunity to cast an annual advisory, non-binding vote on executive compensation (a “say-on-pay proposal”), and subsequently evaluates these results and any feedback received by shareholders. At the 2022 annual meeting of shareholders, the Company’s say-on-pay proposal was supported by approximately 97% of the votes cast at the meeting, which we believe supports the Company’s “pay-for-performance” approach to executive compensation.

The Committee evaluated the results of the vote and believes that the voting results over the course of the last several years (which has included 90% or greater approval votes at each of the Company’s last seven annual meetings of shareholders) affirm shareholders’ overall support of the Company’s approach to executive compensation. The Committee believes that its continued efforts to evolve the Company’s compensation programs towards policies viewed by institutional and other shareholders as aligning executive compensation with the interests of shareholders and good corporate governance are reflected in these recent vote results.

In addition to responding to the input of shareholders, the Committee also has considered many other factors in designing and evaluating the Company’s executive compensation programs, including the alignment of our compensation programs with our corporate business objectives, periodic analysis of our programs by our compensation consultant, and including an annual review of data versus a comparator group of peer companies. Each of these factors is evaluated in the context of the Committee members’ fiduciary duty to act as the directors determine to be in shareholders’ best interests. Each of these factors informed the Committee’s decisions regarding named executive officers’ compensation for 2022. The Committee will continue to consider feedback from shareholders, including the outcome of the Company’s say-on-pay votes, when making future compensation decisions for its named executive officers.

Elements of Executive Compensation

Overview

Our compensation program for executive officers and other key employees consists of three primary elements:

The Committee reviews annually what portion of the Section 16 officers’ total compensation should be in the form of salary, target annual cash bonus opportunity and long-term equity-based incentive compensation. The Committee believes an appropriate mix of these elements, commensurate with our Executive Compensation Guiding Principles, will assist the Committee in meeting its compensation objectives. In addition, as further described below, we sometimes grant one-time bonuses and stock awards in connection with new hires and promotions, or for retention or special recognition purposes. As part of its decision making process, the Committee reviews information setting forth all components of the compensation and benefits received by our

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named executive officers. This information includes a specific review of dollar amounts for salary, target bonus opportunity, and long-term equity-based incentive compensation.

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation, and long-term equity incentive compensation awards) for Jon C. Serbousek, our former President and Chief Executive Officer (who served in this role for all of 2022) and our other named executive officers for 2022. These charts illustrate that 88% of our Chief Executive Officer's annual total target direct compensation and 81% of our other named executive officers' annual total target direct compensation was performance-based or variable.

Annual Salary

The Committee recommends for approval by the Board the annual salary for our Chief Executive Officer and determines the annual salary for our other Section 16 officers and members of our ELT. In making these recommendations and determinations, the Committee considers proxy peer data and/or market survey data for each individual person, with the midpoint of the salary range being the 50th percentile of the market. The Committee positions actual base salary within the salary range based upon an executive’s experience, performance, and contribution to Orthofix’s success. The Committee endeavors to use the full width of the salary range to differentiate pay.

The 2021 and 2022 annual base salary amounts for our named executive officers were as follows:

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(1) Reflects titles and positions held during the 2022 calendar year. In April 2022, Mr. Gonsalves resigned from the Company and Ms. Elting succeeded Mr. Gonsalves as the Company’s President, Global Orthopedics, in addition to continuing to serve as Chief Legal and Development Officer. Mr. Serbousek and Mr. Rice no longer serve in the roles of Chief Executive Officer and Chief Financial Officer, respectively, after the consummation of the Company's merger with SeaSpine in January 2023. Mr. Serbousek serves as Executive Chairman but is not standing for election at the Annual Meeting, and Mr. Rice is a non-officer employee and each of them will serve in non-officer employee positions for a transition period that will end in mid 2023. Effective upon the consummation of the SeaSpine merger, Ms. Elting no longer serves as Chief Legal and Development Officer but continues to serve as President, Global Orthopedics.

(2) Actual wages paid to Mr. Gonsalves totaled $127,452 for 2022.

Cash Performance-Based Incentives – Annual Incentive Program

The Committee believes that a significant portion of the compensation for each executive officer should be in the form of an annual performance-based cash bonus. These bonuses are provided through our annual cash incentive program, which seeks to align any payout to an executive officer with actual financial performance of the Company relative to pre-established financial performance targets.

The Committee is responsible for approving the annual bonus plan design every year. At the outset of each year, the Committee establishes target financial performance goals and a range of performance around the target performance goals for which a bonus would be paid as described below. The plan design, metrics, and threshold, target, and maximum goals support the annual corporate operating plan for the year.

Consistent with prior years, the Committee established and approved performance goals at the outset of 2022, which goals were based on (i) net sales and EBITDA targets derived from the Company’s internal budget and financial forecast and (ii) certain enterprise objectives, which, beginning in 2022, included ESG goals associated with product safety and community service hours.

The performance goals for Messrs. Serbousek and Rice were based on Company-wide net sales and Adjusted EBITDA performance, with Company-wide net sales weighted at 60%, Company-wide Adjusted EBITDA weighted at 30%, and the Company enterprise objectives weighted at 10% in the aggregate. Adjusted EBITDA consists of EBITDA (defined as GAAP-derived net income from operations plus net interest expense, income tax expense, depreciation and amortization) net of credits or charges that were considered by the Committee at the time bonus targets were set to be outside of the normal ongoing operations of the Company.

For Mr. Kenny and Mr. Gonsalves, the Company-wide net sales, Adjusted EBITDA, and Company enterprise objective metrics were weighted at 30%, 30%, and 10%, respectively, while net sales for each of Mr. Kenny and Mr. Gonsalves’ business segments were also each collectively weighted at 30%. For Ms. Elting, because she served a portion of the year as Chief Legal and Development Officer before transitioning to serve as President, Global Orthopedics and Chief Legal and Development Officer in April 2022, her metrics were pro-rated for the time spent in each of these roles in 2022.

An executive officer could earn from 0% to 150% of his or her targeted bonus based upon actual performance measured against the range of established performance goals. The Committee determined that no payouts would be made for performance below the 50% achievement threshold on any specific goal.

The Company enterprise objectives for 2022 included the following criteria, which were weighted at 10% in the aggregate:

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Performance against the goals was measured and assessed by the Committee in March 2023. Each of the Committee members participated in and approved the assessment of performance against the goals.

The table below outlines the threshold, target, and maximum performance goals relative to actual achievement for the financial performance metrics described above in 2022.

(1) Ms. Elting succeeded Mr. Gonsalves as President, Global Orthopedics subsequent to his resignation in April 2022. As such, Ms. Elting's bonus is weighted 25% for time spent in her role as Chief Legal and Development Officer and 75% for her time spent in her role as President, Global Orthopedics and Chief Legal and Development Officer.

(2) Committee approval of financial performance targets provided that actual results would be adjusted to eliminate the effect of subsequent currency fluctuations. The amounts shown in the table represent actual reported amounts as adjusted to reflect such pre-approved constant currency adjustments.

(3) Adjusted EBITDA amounts shown above are prior to the inclusion of expense associated with the annual incentive plan.

Actual performance in 2022 fell short of the target performance goals, which resulted in lower than target payouts for all NEOs and other executives, as illustrated in the table below, demonstrating the Committee’s commitment to its pay-for-performance philosophy.

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(1) Mr. Gonsalves voluntarily resigned in April 2022 and was not eligible for the annual performance-based cash bonus.

Aggregate Payouts

In light of disruption caused by the pending merger with SeaSpine, the Committee used its discretion to approve a 10% adjustment for each of the NEOs eligible for the annual performance-based cash bonus when determining the final approved percentage achievement under the annual incentive program. These resulting payouts under the annual incentive program are described in the table below:

(1) Mr. Gonsalves voluntarily resigned in April 2022 and was not eligible for the annual performance-based cash bonus.

Payouts to the named executive officers under the annual incentive program are reflected in column (g) of the “Summary Compensation Table.”

Long-Term Equity-Based Incentives

Long-Term Incentive Plan – 2012 LTIP

In accordance with the Executive Compensation Guiding Principles, the creation of sustainable shareholder value by means of equity incentive awards is a very important element of the total compensation provided to executive officers.

Our primary equity compensation plan is the 2012 LTIP, was originally approved by our shareholders at the Company's 2012 annual meeting, with amendments further increasing the number of shares authorized under the plan being approved by our shareholders at the Company's 2015, 2018, 2020, 2021 and 2022 annual meetings. As of the Record Date, 36,544,136 shares remained available for grant pursuant to this plan. As further described under “Proposal 7: Approval of Amendment No. 4 to the Amended and Restated 2012 LTIP,” at the Annual Meeting, the shareholders will be asked to consider, and, if thought fit, approve an amendment to the 2012 LTIP to increase the shares available for awards under the plan by 2,900,000. We request that shareholders support this proposal given that equity is a key component of our pay-for-performance philosophy and equity grants best align and engage our leadership team with shareholder value creation.

The Committee recommends to the Board the long-term incentive plan grants for our Chief Executive Officer, and the Board determines such grants after taking into account such recommendation. The Committee determines the long-term incentive plan grants for our other Section 16 officers and members of the ELT. In addition, the Committee occasionally makes inducement grants (in accordance with applicable Nasdaq rules) to newly hired employees outside of shareholder approved plans, as done in 2020 in connection with the hiring of Mr. Gonsalves, in 2019 with the hiring of Mr. Serbousek, and in 2018 in connection with the acquisition of Spinal

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Kinetics, Inc. These inducement grants have been made on terms that are substantially similar to grants under the 2012 LTIP.

In 2022, the Committee granted two types of equity incentive awards to executive officers: (i) time-based vesting restricted stock units ("RSUs"), and (ii) performance-based vesting stock units ("PSUs"). Upon the consummation of the merger with SeaSpine in January 2023, all outstanding PSUs were converted to time-based vesting RSUs at target as a result of the merger, which the Board of Directors determined constituted a "Corporate Transaction" and a "Change in Control" as defined in the Company's equity compensation plans and inducement plans, as discussed below.

In accordance with the Executive Compensation Guiding Principles, equity incentive awards currently follow the following principles:

• Annual long-term incentive awards are delivered in a mix of the types of equity awards described in the preceding table.

• Annual long-term incentive awards are made to all Section 16 executive officers.

• Annual long-term incentive award values are competitively positioned based on market data for comparable positions and individual performance.

Time-Based Vesting Grants

In 2022, all time-based vesting awards, which comprised 50% of executive officer(s) total annual equity award value, were granted in the form of RSUs, which vest in equal installments over four years. In prior years, the Company granted time-based vesting awards in the form of both RSUs and stock options. Under the Company’s

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operative agreements with executive officers, the unvested portion of any time-based grant is forfeited if an employee voluntarily ceases employment prior to vesting. In the event that an employee is terminated by the Company with or without cause, any remaining unvested portion of the grant is forfeited. In the event an employee dies or suffers a long-term disability, the full grant vests. In all of the foregoing circumstances, vested stock options are subject to a limited post-employment exercise period, which ranges from 3 to 18 months depending on the circumstance. In the case of stock options held by employees who remain continuously employed, the options expire and are no longer exercisable 10 years from the grant date. Should a change in control occur while a grantee remains employed, unvested portions of the grant will accelerate only if the employee separates from employment in specific circumstances within 24 months of the change in control.

In connection with the merger with SeaSpine, which closed in January 2023, the Board of Directors determined that the merger constituted a "Corporate Transaction" and a "Change in Control" as defined in the Company's equity compensation plans and inducement plans.

Performance-Based Vesting Grants

Since 2017, the Committee has granted 50% of executive officer(s) total annual equity award value in the form of performance stock units (“PSUs”).

In 2022, the PSU grant was structured so that vesting was dependent upon the achievement of a specified net sales target on a constant currency basis for the year ended December 31, 2023, which could then be modified based upon the Company's relative TSR over a three-year performance period relative to a custom peer group. As such, the achieved vesting percentages are based on the following criteria, with the final number of shares based upon the product of (i) the target number of granted shares, (ii) the achieved net sales vesting percentage, and (iii) the achieved relative TSR modifier.

The three-year performance period for the Company’s 2019 grant of PSUs concluded in April 2022. The PSUs granted between 2017 and 2021 were structured so that vesting was dependent on the TSR of the Company’s common stock relative to other companies in an applicable industry index during a three-year performance period following the date of grant. The Company achieved a cumulative TSR over the performance period of (-41.40%), which ranked at the 10th percentile relative to the companies in the applicable index, and thus did not meet the minimum threshold to vest in the award. As such, the awards were forfeited upon the conclusion of the performance period.

Upon the consummation of the merger with SeaSpine in January 2023, which the Board of Directors determined constituted a "Corporate Transaction" and a "Change in Control" as defined in the Company's equity compensation plans and inducement plans, the performance goals for all outstanding PSUs were deemed achieved at the greater of (i) a percentage of 100% (i.e., the target number) or (ii) the percentage determined based on the Company's relative TSR as calculated using closing prices per share over the twenty consecutive trading days ending with the last trading date preceding the consummation of the merger. Such awards were converted to time-based awards that vest upon the executive’s continued service through the end of the original performance period or the executive’s earlier death, disability, involuntary termination without cause,

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or termination by the executive for “good reason.” This resulted in all outstanding PSUs converting to time-based awards at 100% of target as of the effective date of the merger.

Equity Award Approval Process

In January 2022, the Committee met and recommended to the Board, and the Board approved, the value-based equity award for the Chief Executive Officer, and the Committee also approved the value-based equity awards for all other Section 16 officers and members of the ELT. These equity incentive awards were granted effective February 1, 2022. The number of shares/units underlying each award (and the exercise price for stock options) were based on the closing price of the Company’s common stock on such effective date.

Generally, the Committee’s approval of annual equity incentive grants occurs at a time when the Company’s insider trading window for executives is open. However, in the event that grants are approved when such window is closed, the Committee does not seek to affect the value of grants by timing them in relation to the release or non-release of material public information.

In addition to the annual equity incentive grants made in February 2022, the Committee also made a one-time grant to Ms. Elting in conjunction with her assuming the role of President, Global Orthopedics, while continuing to serve as Chief Legal and Development Officer, and one-time retention grants to each of Mr. Kenny and Mr. Rice following the resignation of Mr. Gonsalves in April 2022. Each of these awards was granted in the form of RSUs which vest in equal installments over four years.

Perquisites and Other Personal Benefits

Our executive officers are entitled to or may otherwise be the beneficiaries of certain limited perquisites and other personal benefits, which have a collective value of less than $10,000 per year. However, in addition to other benefits as discussed within the Summary Compensation Table on page 43 certain executives received relocation benefits in excess of $10,000 during the years presented. Mr. Serbousek received relocation benefits in excess of $10,000 in 2022, 2021, and 2020, Mr. Gonsalves received relocation benefits in excess of $10,000 in 2020 and 2021, and Mr. Kenny received relocation benefits in excess of $10,000 in 2020. Among other things, perquisites and benefits provided to our executive officers generally include reimbursement for tax preparation expenses, estate planning expenses, and an annual physical exam. We believe our perquisites to be consistent with the market practices for similarly situated companies. Under our Executive Compensation Guiding Principles, the payment of any perquisite generally requires the approval of the Committee.

Other Plans

Executive officers participate in our health and welfare benefits (including our 401(k) plan) on the same basis as other similarly situated U.S. employees.

Governance of Executive Compensation

As described previously, executive compensation for our Section 16 officers is reviewed and established annually by the Committee, which consists solely of independent directors. The Committee’s compensation decisions are intended to reflect its ongoing commitment to strong compensation governance, which the Committee believes is reflected in the following elements of our executive compensation program:

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The guidelines also include a 5-year phase-in period from the date of appointment or election, as applicable, and progress towards meeting and maintaining these amounts is measured periodically. Subject to phase-in periods for recent appointments, all executive officers and directors are in compliance with the policy at the present time.

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Accounting and Tax Effects

The impact of accounting treatment is considered in developing and implementing our compensation programs, including the accounting treatment as it applies to amounts awarded or paid to our executive officers.

The impact of federal tax laws on our compensation programs is also considered, including the deductibility of compensation paid to the named executive officers, as limited by Section 162(m) of the Code. Our compensation program historically has been designed with the intention that compensation paid in various forms may be eligible to qualify for deductibility under Section 162(m) of the Code, but there have been and may be other exceptions for administrative or other reasons. However, the Tax Cuts and Jobs Act of 2017 eliminated the exception under Section 162(m) for performance-based compensation and expanded the number of employees who may be covered by these deductibility limitations, which may have an effect on how we design future compensation programs and may affect the financial statement impact of executive compensation payments.

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The Compensation and Talent Development Committee has reviewed and discussed the Compensation Discussion and Analysis with the members of management of the Company and, based on such review and discussions, the Compensation and Talent Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement.

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The following table sets forth the compensation earned by or paid to our named executive officers for each of the last three fiscal years during which the officer was a named executive officer.

(1) Reflects titles and positions held during the 2022 calendar year. In April 2022, Ms. Elting succeeded Mr. Gonsalves as the Company’s President, Global Orthopedics.

(2) Amounts shown do not reflect compensation actually received. Instead, the amounts shown are the aggregate grant date fair value of equity awards, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (formerly known as Statement of Financial Accounting Standards No. 123(R)), or ASC 718.

(3) Amounts shown reflect cash bonuses paid in 2023, 2022, and 2021 for performance in 2022, 2021, and 2020, respectively, pursuant to our annual incentive program. Our annual incentive program with respect to the 2022 fiscal year, including the Committee’s criteria for determining the amounts awarded in 2023, are described above under “Compensation Discussion and Analysis – Elements of Executive Compensation – Cash Performance-Based Incentives – Annual Incentive Program.”

(4) Includes $43,146 for relocation expenses, $11,400 for 401k matching, $5,000 for tax preparation allowance, and $3,147 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(5) Includes $11,400 for 401k matching and $2,181 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(6) Includes $11,400 for 401k matching and $2,181 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(7) Includes $11, 400 for 401k matching and $2,181 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(8) Reflects the actual wages paid to Mr. Gonsalves, who resigned from the Company in April 2022.

(9) Includes $11,400 for 401k matching, and $657 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

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The following table provides information regarding plan-based awards that were granted to our named executive officers during the fiscal year ended December 31, 2022.