Orthofix Medical Inc

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:

(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):

Lewisville, Texas 75056

Dear Shareholders:

We will hold the 2024 Annual Meeting of Shareholders of Orthofix Medical Inc. on June 18, 2024 at 10:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West, 6007 Legacy Drive, Plano, Texas 75024.

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.

Sincerely,

Catherine M. Burzik

Chair of the Board

April 29, 2024

Notice of Annual Meeting of Shareholdersand Proxy Statement

Notice and Proxy Statement for Shareholders of

Lewisville, Texas 75056

for

2024 ANNUAL MEETING OF SHAREHOLDERS

to be held on June 18, 2024

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 2024 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 18, 2024 at 10:00 a.m. Central Daylight Time, at the Renaissance Dallas at Plano Legacy West, 6007 Legacy Drive, Plano, Texas 75024.

Proposals to be Considered at the Annual Meeting

Please read a detailed description of proposals 1 through 5 above beginning on page 71 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 22, 2024, 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.

By Order of the Board of Directors

Kimberley Elting

President, Global Orthopedics, and Interim Corporate Secretary

April 29, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD JUNE 18, 2024: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD, AND THE ORTHOFIX ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE ATWWW.PROXYDOCS.COM/OFIX.

Proxy Summary

The summary highlights certain information about our business and 2023 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.

2023 Business Highlights

Notable financial results and operational accomplishments in 2023 include the following:

•

Net sales were $746.6 million, an increase of 62.1% on a reported basis and 61.6% on a constant currency basis

•

Bone Growth Therapies growth of 13.5%, with each of the last four consecutive quarters exhibiting double-digit net sales growth

•

U.S. Spinal Implants, Biologics, and Enabling Technologies net sales growth of 7.6% on a pro forma basis over 2022

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Global Orthopedics net sales growth of 7.2% on a reported basis and 5.2% on a constant currency basis

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Adjusted EBITDA of $46.3 million compared to pro forma adjusted EBITDA in 2022 of $27.4 million

•

Merger with SeaSpine Holdings Corporation (“SeaSpine”) was consummated in January 2023

Our Business Segments

Orthofix manages its business by two reporting segments, Global Spine and Global Orthopedics, which accounted for 85% and 15%, respectively, of our total net sales in 2023. 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, 2023, 2022, and 2021.

Standing Committees(1); Standing Nominees

(1) Three currently serving directors, Catherine M. Burzik (current Chair of the Board), Stuart M. Essig, Ph.D. and James F. Hinrichs, are not standing for re-election at the Annual Meeting, and the size of the Board is being reduced from 12 to 9 seats as of the date of the Annual Meeting. The Board expects to elect a new Chair of the Board, as well as Chairs of each Standing Committee of the Board, immediately following the occurrence of the Annual Meeting.

(2) Mr. Burris served as a director from September 2021 until the consummation of the Company’s merger with SeaSpine on January 5, 2023, and rejoined as a director on June 19, 2023 upon his election at the 2023 annual meeting of shareholders.

(3) Mr. Henneman was appointed as a director as of January 5, 2023 in connection with the consummation of the Company’s merger with SeaSpine. Prior to such merger, Mr. Henneman had served on SeaSpine’s Board of Directors since July 2015.

(4) Ms. Maniar was appointed as a director as of January 5, 2023 in connection with the consummation of the Company’s merger with SeaSpine. Prior to such merger, Ms. Maniar had served on SeaSpine’s Board of Directors since April 2021.

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 2023 annual meeting of shareholders, 95% of the votes cast were in favor of the advisory vote on our executive compensation, or the say-on-pay proposal. At least 95% of the votes cast were in favor of the say-on-pay proposal at each of our last five annual meetings. We believe this consistent shareholder support validates our pay for performance approach to executive compensation.

2023 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 Keith C. Valentine, our President and Chief Executive Officer through September 2023, and our other named executive officers for 2023. These charts illustrate that 89% of Mr. Valentine's (our former Chief Executive Officer) annual total target direct compensation and 74% of our other 2023 named executive officers' annual total target direct compensation was performance-based or variable. In addition, 86% of Mr. Calafiore's (our new President and Chief Executive Officer) 2024 compensation package is 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 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

 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, unvested 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

XReprice stock options without shareholder approval

XProvide 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

•

All directors are elected annually for a one-year term

•

We have a majority votes standard for uncontested elections of directors

Board Independence

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All of our director nominees, other than our President and Chief Executive Officer, are independent under Nasdaq listing standards

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All directors serving on the Audit and Finance, Compensation and Talent Development, and Nominating, Governance and Sustainability Committees in 2023 were independent directors

Standing Board Committees

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Audit and Finance Committee (met 9 times in 2023)

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Compensation and Talent Development Committee (met 6 times in 2023)

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Nominating, Governance and Sustainability Committee (met 5 times in 2023)

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Compliance and Ethics Committee (met 5 times in 2023)

Practices and Policies

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Experienced, multi-dimensionally diverse Board with extensive business expertise in life sciences, finance, international business, and operational matters

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Commitment to frequent Board refreshment, with two of the director nominees standing for election at the Annual Meeting having joined the Board in January 2023 in connection with the Company’s merger with SeaSpine, and three of the director nominees having joined the Board in December 2023 following constructive engagement and entry into a cooperation agreement with one of the Company’s significant institutional shareholders, Engine Capital Management , described in more detail on page 16 of this proxy statement

•

Independent directors met in executive session at every regularly scheduled quarterly Board meeting in 2023

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99% average attendance by directors at Board and committee meetings in 2023

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Separation of the Chair of the Board and CEO positions for the majority of 2023, with the Chair stepping in as interim CEO on September 12, 2023 until January 7, 2024, at which time the Chair of the Board and CEO positions again became separated

•

Active Board and committee oversight in the area of enterprise risk management, cybersecurity, and environmental, social, and governance (“ESG”) matters, inclusive of climate-related matters, with direct oversight of enterprise risk management and cybersecurity matters provided by the Audit and Finance Committee and direct oversight of ESG-related matters provided by the Nominating, Governance, and Sustainability Committee

•

Compliance and Ethics Committee oversees and monitors a comprehensive, company-wide compliance and ethics program

•

Corporate codes of conduct enforced at all levels of the Company and its subsidiaries

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Commitment to attracting, retaining, and promoting a diverse workforce through programs such as the Moving 4Ward Diversity, Equity & Inclusion Program, the Orthofix Women’s Network (“OWN”), and the Orthofix Young Professionals Group

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Commitment to healthy company culture that strives to directly impact communities around the world through meaningful partnerships, our employee volunteer program Orthofix Gives Back, and charitable contributions

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Ongoing commitment of resources to keep pace with evolving data privacy and cybersecurity industry practices and regulatory standards

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Commitment to sustainable practices in our operations, manufacturing, and supply chain through the use of sustainable energy, waste reduction, and waste and equipment recycling

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Annual Board and Board committee self-assessments, including individual board member performance evaluations

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Board regularly reviews director and executive succession planning

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Robust stock ownership guidelines for our executive officers and directors

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Majority voting in the election of directors in uncontested elections

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Structured director education and onboarding program

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Shareholders owning at least 25% of our outstanding common stock may call a special meeting of shareholders

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No shareholder rights plan (commonly referred to as a “poison pill”) or blank check preferred stock

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Single class of shares with equal voting rights (no super voting share class)

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No supermajority voting requirements to approve mergers or other business combination transactions

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No political or PAC contributions by the Company

TABLE OF CONTENTS

PROXY STATEMENT FOR THEORTHOFIX MEDICAL INC.2024 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MAY 7, 2024.