TREACE MEDICAL CONCEPTS, INC.
For the period ended Apr 7, 2025. Filed Apr 7, 2025.
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Apr 7, 2025 · Filed Apr 7, 2025
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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 (Amendment No. )
Filed by the Registrant ☒
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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Treace Medical Concepts, 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 all boxes that apply):
| ☒ | 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. |
April 7, 2025
Dear Fellow Stockholder:You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Treace Medical Concepts, Inc. ("Treace Medical") to be held on Tuesday, May 20, 2025, at 11:00 a.m., Eastern Time. The Annual Meeting will be held via live webcast. You will be able to attend the 2025 Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TMCI2025. You may vote your shares before the Annual Meeting by regular mail, telephone or online, or you may vote online during the Annual Meeting. Additional information about the matters to be addressed at the Annual Meeting and how to vote your shares can be found in the accompanying proxy statement.
2024 Key Accomplishments - Introducing Solutions for All 4 Bunion Classes
At Treace Medical, our goal is to advance the standard of care for the surgical management of bunion and related midfoot deformities. Millions of people suffer from bunions, which can have a significant impact on mobility and quality of life.
In 2024, we executed on our agenda to comprehensively address the evolving needs of surgeons and patients with an expanding portfolio of innovative bunion solutions. Since our inception, we have worked closely with surgeons to understand and serve the large, unmet needs in the bunion market. In 2018, our Surgeon Advisory Board published a peer-reviewed paper describing four different classes of bunion deformities; these include (1) milder bunion deformities, (2) deformities that are more severe in nature, (3) bunions with a co-existing deformity of the midfoot, and (4) bunions with a co-existing arthritic great toe joint.
To address bunions across a broad spectrum of bunion classes, our patented Lapiplasty® System leads the way in both market position and innovation with over 120,000 patients treated since late 2015. To address bunions with a co-existing deformity of the midfoot, we introduced our Adductoplasty® System in 2021. To address mild or moderate bunions, which surgeons may prefer to address with a metatarsal osteotomy, we introduced two systems for osteotomy surgeries in late 2024: (1) the Nanoplasty™ 3D Minimally Invasive Bunion Correction System, and (2) the Percuplasty™ Percutaneous 3D Bunion Correction System. To address bunions with a co-existing arthritic great toe joint, in late 2024, we introduced our SpeedMTP™ System which combines our SpeedPlate™ compressive fixation technology with additive locking screws to provide surgeons with a new option for great toe fusions. We look forward to sharing more product and business developments with our stockholders during 2025.
Culture of Integrity and Focus on Sound Governance
At Treace Medical, we believe a strong culture of integrity and compliance is critically important to building a world-class business. Our board of directors recognize that a key element of this culture is sound corporate governance. More information about our corporate governance practices is included in our proxy statement.
As the Annual Meeting approaches, I wanted to take a moment to thank James T. Treace who will be retiring from our board of directors at the Annual Meeting. Jim has served as chairman of the board of directors since Treace Medical's inception in 2014. His unwavering service and insightful advice has been a meaningful part of the company's operational success.
On behalf of the board of directors, the officers and employees of Treace Medical, I would like to thank our stockholders for their continued support. We look forward to seeing you at the Annual Meeting.
Sincerely,
John T. Treace, Chief Executive Officer, Director and Founder
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY given that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Treace Medical Concepts, Inc., a Delaware corporation (the "Company"), will be held by means of a virtual webcast at 11:00 a.m., Eastern Time, on Tuesday, May 20, 2025 for the following purposes:
Voting Items
To elect two Class I directors to serve for a three-year term of office expiring at the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
To approve, on an advisory, non-binding basis, the compensation of our named executive officers;
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
These proposals are more fully described in the proxy statement following this Notice.
The board of directors of the Company recommends that you vote "FOR" the election of both nominees to serve as Class I directors of the Company, "FOR" the advisory approval of the compensation of our named executive officers, and "FOR" the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025.
The board of directors has fixed the close of business on March 24, 2025, as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE "QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING" SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors,
Scot M. Elder
Chief Legal and Compliance Officer, Corporate Secretary
April 7, 2025
YOUR VOTE IS IMPORTANT.
Please vote via the mail, internet or telephone.
Internet: www.proxyvote.com
Phone: 1-800-690-6903
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 20, 2025 at 11:00 am ET via live webcast at www.virtualshareholdermeeting.com/TMCI2025. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at http://materials.proxyvote.com/89455T.
TABLE OF CONTENTS
| 1 | About the Meeting | 30 | Executive Officers | |
| 31 | Executive Compensation | |||
| 2 | Questions and Answers about these Proxy Materials and Voting | |||
| 31 | Compensation Discussion and Analysis | |||
| 8 | Board of Directors and Corporate Governance | 43 | Summary Compensation Table | |
| 44 | Grants of Plan-Based Awards | |||
| 46 | Outstanding Equity Awards at 2024 Fiscal Year-End | |||
| 8 | Directors and Nominees | 47 | Options Exercised and Stock Vested | |
| 12 | Family Relationships | 48 | Executive Compensation Arrangements | |
| 12 | Board Composition | 49 | Potential Payments upon Termination or Change- in-Control | |
| 13 | Meetings of our Board of Directors and Committees | |||
| 50 | Pay Ratio Disclosure | |||
| 14 | Board Committees | 51 | Pay Versus Performance | |
| 16 | Corporate Governance Matters | |||
| 21 | Corporate Responsibility | 53 | Equity Compensation Plans | |
| 23 | Director Compensation | 54 | Certain Relationships and Related Party Transactions | |
| 26 | Matters to Come before the Annual Meeting | |||
| 55 | Stock Ownership | |||
| 26 | Proposal 1: Election of Directors | 57 | Stockholder Proposals for 2026 Annual Meeting of Stockholders | |
| 27 | Proposal 2: Advisory Vote on Executive Compensation | |||
| 58 | Delivery of Documents to Stockholders Sharing an Address | |||
| 28 | Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | |||
| 58 | Other Matters | |||
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 20, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.