CONMED Corp
For the period ended May 18, 2026. Filed Apr 7, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 18, 2026 · Filed Apr 7, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registrant☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
CONMED CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow CONMED Stockholder,
On behalf of the Board of Directors and the management team, thank you for your investment in CONMED.
Throughout 2025, our global team executed with discipline - serving customers and their patients while advancing our strategic priorities and strengthening the core of our business. We emerged from 2025 better positioned to realize the full value of our portfolio, with a focused investment in markets where we have the greatest opportunity to lead and grow: minimally invasive surgery, smoke evacuation, and orthopedic soft tissue repair.
CONMED’s Board and management team continue to be committed to long-term value creation for the benefit of our stockholders.
2025 Financial Performance*: Our diversified portfolio delivered $1.375 billion in revenue in 2025, representing growth of 5.2% as reported and 5.1% in constant currency*. Sales of our Orthopedics product line increased 5.5% on a constant currency basis. Sales of our General Surgery product line increased 4.7% on a constant currency basis, supported by continued momentum in our differentiated platforms, particularly AirSeal®and Buffalo Filter®.
Capital Allocation: The 2025 budget aligned to our long-term strategic priorities and value creation. Among the significant transactions and operational matters overseen by the Board, we are already seeing the benefits from our manufacturing and operating efficiency projects. Effective October 31, 2025, the Board suspended the quarterly cash dividend and authorized a $150 million share repurchase program (an increase of $113 million in availability from the prior share repurchase program), allowing us to be opportunistic and flexible while continuing to invest in innovation and growth. Additionally, we believe the decision to exit our gastroenterology product lines further supports our focused growth in key platforms.
Management Succession: In January 2025, Pat Beyer became our President and CEO and was appointed to the Board, following 11 years of dedicated service to CONMED in various executive roles. In his short tenure as our top executive, Pat has reinforced our strong culture and values, extended his leadership to our global team, developed significant relationships with key external stakeholders, and driven execution aligned with CONMED’s strategic focus areas.
We are conducting a comprehensive search for our new CFO, with support from a leading executive search firm. In the interim, our Controller, Andrew Moller is serving as our principal financial officer. We also thank Todd Garner for his impactful leadership as EVP, Finance and Chief Financial Officer for the past 8 years and appreciate his continued assistance during this transition period.
Board Refreshment: Long-term Board succession planning and Board refreshment remains a significant focus. Our Board values a mix of director skills, qualifications, backgrounds and perspectives, including a balance between newer and long-tenured directors as supported by our director term limit policy.
During 2025, we continued to strengthen the Board with the addition of two outstanding independent directors. Mark Kaye joined the Board in February and was elected by stockholders at the 2025 Annual Meeting. Mark brings deep financial and accounting expertise, shaped by his extensive experience as a public company CFO, including within the healthcare industry. In September, we welcomed Kim Kelderman. As a sitting CEO and public company director, with a distinguished career in life sciences, Kim adds valuable perspective and a strong track record of innovation and strategic growth.
In May, the Board appointed LaVerne Council as Chair. Since joining the Board in 2019, LaVerne has consistently brought thoughtful perspective, strong leadership, and a collaborative spirit to the Board’s work. We are confident that under her leadership, the Board will continue to effectively guide the Company’s long-term strategy and governance.
We are also grateful for the dedicated service of directors who concluded their Board tenures during the year. Martha Goldberg Aronson stepped down in July, following her appointment as CEO of another organization. Over her ten years on the Board, including her leadership as both Chair and Lead Independent Director, Martha made significant contributions that helped shape the Company’s direction and governance. Brian Concannon will retire from the Board at the time of the Annual Meeting in accordance with the director term limit policy. We extend our sincere thanks to Brian for his many years of commitment and his thoughtful leadership, particularly during his five years as Chair of the Compensation Committee. His contributions have been deeply valued by the Board and the Company.
Your Vote Matters: We encourage you to read our 2026 Proxy Statement, our 2025 Annual Report and the other proxy materials and voting instructions to ensure your shares are represented and voted at the meeting.
Sincerely,
| LaVerne H. CouncilChair of the Board | Patrick J. BeyerPresident and CEO |
|---|
*Revenue on a constant currency basis is a non-GAAP financial measure. See “Appendix A - Non-GAAP Financial Measures” for related information, including reconciliation to revenue, the most directly comparable GAAP financial measure.
Notice of 2026 Annual Meeting of Stockholders
To our Stockholders:
Key information regarding the Annual Meeting of Stockholders of CONMED Corporation (“CONMED” or the “Company”) is set forth below:
| Proposal · Board Recommendation · Page | |||
|---|---|---|---|
| 1 | Election of Directors. Elect the seven nominees named in the accompanying Proxy Statement to the Board of Directors for a one-year term and until a successor has been duly elected and qualified, or until such earlier termination of service. | FOReach nominee | 6 |
| 2 | Say on Pay. Approve an advisory vote on the compensation of the Company’s Named Executive Officers. | FOR | 29 |
| 3 | Ratification of the Appointment of PricewaterhouseCoopers LLP for 2026. Approve an advisory vote to ratify the appointment of PwC as the Company’s independent registered public accounting firm for 2026. | FOR | 64 |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Company will also transact in any other business that may properly come before the meeting and any postponements or adjournments of the meeting. We have not received notice of any other matters that may be properly presented at the meeting.
Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. All stockholders are cordially invited to attend the meeting virtually by live webcast.
Stockholders will be able to attend the meeting, submit questions and vote during the live webcast by registering at the meeting website and entering the 16-digit control number included on their Notice of Internet Availability, their proxy card or their voting instruction form. Further information is provided in the accompanying Proxy Statement and on the website for the Annual Meeting.
Our Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the live webcast, it is important that your shares are represented to achieve a quorum and that you vote your shares.
By order of the Board of Directors,
Hollie FoustEVP, General Counsel and Corporate SecretaryApril 7, 2026
Meeting Details
Date and Time
Monday, May 18, 2026 11:30 a.m. EDT
Virtual Attendance
www.virtualshareholdermeeting.com/CNMD2026
Record Date
March 24, 2026
Proxy Mail Date
On or about April 7, 2026
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on May 18, 2026: This notice, the 2026 Proxy Statement and the 2025 Annual Report, including the Company’s Form 10-K for 2025, are available electronically at www.proxydocs.com/CNMD.
Table of Contents
| Proxy Summary | 1 | Non-Employee Director Compensation | 23 | ||
| Proposal One: Election of Directors | 6 | Executive Officers | 26 | ||
| Director Nominees | 7 | Proposal Two: Say on Pay | 29 | ||
| Director Independence | 10 | Compensation Discussion and Analysis | 30 | ||
| Skills Matrix | 11 | Compensation Committee Report | 47 | ||
| Director Availability and Other Public Company Board Service | 12 | NEO Compensation Tables | 48 | ||
| Security Ownership of Certain Beneficial Owners and Management | 62 | ||||
| Board Refreshment and Term Limits | 13 | ||||
| Corporate Governance | 14 | Proposal Three: Ratification of the Appointment of PwC for 2026 | 64 | ||
| Leadership Structure | 14 | ||||
| Other Audit Committee Disclosures | 65 | ||||
| Meetings of the Board | 14 | ||||
| Audit Committee Report | 65 | ||||
| Board Committees | 14 | ||||
| Additional Information | 67 | ||||
| Oversight of Operations and Strategy | 18 | ||||
| Appendix A - Non-GAAP Financial Measures · A-1 | |||||
|---|---|---|---|---|---|
| Oversight of Risk | 18 | ||||
| Key Corporate Governance Policies and Practices | 20 | ||||
| Communications with the Board | 22 | ||||
| Index of Frequently Requested Information | |||
|---|---|---|---|
| Audit Fees | 66 | Key Compensation Elements Summary | 33 |
| Board and Executive Succession Planning | 13; 19 | Pay Ratio | 58 |
| Clawback Policy | 47 | Related Person Transactions | 66 |
| Director Attendance | 3 | Required Approvals for Proposals | 68 |
| Environmental, Social and Governance (ESG) | 20 | Stock Ownership Guidelines - Executive Officers | 46 |
| Executive Compensation Best Practices | 32 | Summary Compensation Table in 2025, 2024 and 2023 | 48 |
| Governance Highlights | 3 | Target Pay Mix | 36 |
| Additional Key Resources | ||
| Corporate Governance | Ethics and Compliance Policies | |
| Audit Committee Charter | Code of Business Conduct and Ethics | |
| Compensation Committee Charter | ADVAMED Code of Ethics | |
| Corporate Governance and Nominating Committee Charter | Global Compliance Program | |
| Stock Ownership Guidelines - Executive Officers | www.conmed.com/en/corporate-footer/policies | |
| Stock Ownership Guidelines - Directors | ||
| Corporate Governance Principles | Investor Relations | |
| www.conmed.com/en/corporategovernance | News Releases | |
| Presentations | ||
| Amended and Restated Certificate of Incorporation | Financial Reports | |
| By-laws | www.conmed.com/en/investor-relations | |
| Clawback Policy | ||
| Insider Trading Policy | Other | |
| www.sec.gov - available as an exhibit to the Company’s Form 10-K, and updated in subsequent reports, if applicable | ESG Report | |
| www.conmed.com/en/why-conmed/esg | ||
The content of our website or the websites of other third parties noted herein are not incorporated by reference in this Proxy Statement.
A copy of the policies will be sent to any stockholder, without charge, upon written request to the Corporate Secretary of the Company, c/o CONMED Corporation, 11311 Concept Boulevard, Largo, FL 33773.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.