CONMED Corp
For the period ended May 18, 2026. Filed Apr 7, 2026.
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May 18, 2026 · Filed Apr 7, 2026
Contents
Additional Compensation Programs
| Compensation Discussion and Analysis | Table of Contents |
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Additional Compensation Programs
PERQUISITES
Mr. Beyer
Since Mr. Beyer is located in the U.K., the Compensation Committee has approved perquisites that it believes were necessary to attract and retain Mr. Beyer, including for Mr. Beyer to assume additional responsibilities upon various promotions, and are consistent with similarly situated executives for peer companies. The Compensation Committee annually reviews such perquisites for their necessity, reasonableness and market practices and that they continue to serve their intended objectives.
Due to Mr. Beyer’s regular business visits to the U.S., Mr. Beyer receives (i) a Company-provided apartment near our headquarters, (ii) a rental car, (iii) the cost of certain personal air travel and (iv) a tax gross-up payment on certain imputed income deemed taxable in the U.S. (primarily the foregoing items) to ensure that Mr. Beyer did not bear the costs for the taxable value that Mr. Beyer incurred as a result of assuming these responsibilities at the Company’s request.
Since Mr. Beyer is unable to participate in specified U.S. compensation and benefits plans, Mr. Beyer receives comparable benefits, including (i) retirement plan payments that compensate Mr. Beyer similarly to the Benefits Restoration Plan and (ii) a supplemental payment to cover the projected cost for health insurance under standard employee plans made available to U.S. employees.
Mr. Beyer negotiated certain perquisites in the Amended Beyer Service Agreement, including (i) a car in the U.K. and (ii) tax preparation services given the complexities of Mr. Beyer’s compensation structure.
CORPORATE AVIATION POLICY
In September 2019, the Board approved the purchase of fractional aircraft interests. Consistent with the Company efforts to reduce our impact on the environment, the Company also purchased corresponding carbon-offsets and adopted a policy regarding the use of corporate aircraft. The Board believes the use of the aircraft pursuant to the policy enhances productivity, minimizes distractions and maximizes the efficient use of travel time by our executives, as well as other employees whose travel on the aircraft is approved by the CEO. Pursuant to the Company policy, executive officers are permitted to use the plane for business purposes. Executives do not use the plane for personal travel. If the spouse, family member or guest of an executive officer is permitted to accompany an executive on a flight, the related executive officer is responsible for any income imputed for tax purposes, as well as any associated taxes.
RETIREMENT BENEFITS
All employees in the U.S., including the U.S. based NEOs, are eligible to participate in the Retirement Savings Plan. The Company also maintains the Benefits Restoration Plan for eligible employees, including the U.S. based NEOs.
Retirement Savings Plan: The Retirement Savings Plan is a tax-qualified (Section 401(k)) retirement savings plan pursuant to which all U.S. employees are eligible after completing three months of service, including the NEOs who meet the Retirement Savings Plan’s requirements. The Retirement Savings Plan generally provides a matching contribution up to a maximum of 7% of the participant’s (including each NEO’s) compensation per pay period during the year up to $7,000 annually. The Company reserves the right, in its sole discretion, to provide a discretionary contribution.
Benefits Restoration Plan: The Company has established a Benefits Restoration Plan effective January 1, 2010. The Benefits Restoration Plan is a nonqualified deferred compensation plan that provides eligible employees the opportunity to defer receipt of up to 50% of their base salary and up to 100% of their annual bonus and to receive matching contributions or other contributions from the Company. In addition, similar to the Retirement Savings Plan, the Company has the discretion to contribute to the Benefits Restoration Plan in addition to the match.
In 2025, Mr. Garner, Mr. Lalomia and Mr. Shagory were eligible participants. Ms. Foust was not eligible based on the timing of Ms. Foust’s hiring. As a U.K. resident, Mr. Beyer is not eligible to participate in the Benefits Restoration Plan. Instead, Mr. Beyer participates in a program designed to compensate Mr. Beyer in a similar fashion in accordance with practices in the U.K. (see “- Perquisites” above).
| 44 | CONMED 2026 Proxy Statement |
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