TREACE MEDICAL CONCEPTS, INC.

Role of the Compensation Committee. The Compensation Committee is responsible for establishing and administering the annual incentive programs for the NEOs, overseeing and administering our equity incentive plans, and setting the compensation for the NEOs other than the CEO. The Compensation Committee recommends the compensation for our CEO to the independent members of our Board for their approval.

Role of Outside Consultants. From time to time, the Compensation Committee may use outside compensation consultants to assist it in analyzing our compensation programs and in determining appropriate levels of compensation and benefits. The Compensation Committee first engaged Compensia, Inc., a compensation consulting firm, to provide advice on compensation before TMCI became a publicly traded company. Since that time, Compensia also has advised the Compensation Committee regarding the selection of a group of peer companies to use for compensation benchmarking purposes, and advised on cash and equity compensation levels and methods for our executives (as well as our directors and other employees) based on current market practices.

Compensia reports directly to the Compensation Committee and does not provide any non-compensation-related services to TMCI. Compensia has affirmed its independence on executive compensation matters. The Compensation Committee has evaluated Compensia on each of the six independence factors established by the SEC, and based on this assessment, the Compensation Committee determined that the engagement of Compensia does not raise any conflict of interest or similar concerns.

The Compensation Committee has evaluated the independence of its other outside advisors, including outside legal counsel, considering the same independence factors, and concluded that their work for the Compensation Committee does not raise any conflict of interest.

Role of Management. In performing its responsibilities, the Compensation Committee consults with members of our management, including our CEO, our CFO and our Chief Human Resources Officer. Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations and viewpoints with respect to adjustments to total direct compensation opportunities, program structures, and other compensation-related matters for our NEOs, other than with respect to the CEO’s own compensation. Our CEO is not present during any deliberations or decision-making regarding his own compensation.

Role of Market Data. The Compensation Committee considers compensation benchmarking data provided by Compensia and approves a compensation comparator group annually. Our comparator group includes direct competitors as well as a broader mix of medical device, medical equipment, and health care technology companies. TMCI was in the 49th percentile of the comparator group for revenue at the time we established the 2024 peer group and at the 25th percentile for market capitalization.

For 2025, after considering advice and market data prepared by Compensia, the Compensation Committee decided to adjust the comparator group by removing three companies and adding two companies. The 2025 comparator group is shown below.

• Added for 2025

Glaukos and Inspire Medical Systems were removed because their revenue and market capitalization are higher than our selection parameters permit, and NuVasive was removed because it was acquired.

The Compensation Committee uses data drawn from our compensation peer group to evaluate the competitive market when determining the total direct compensation packages for our executive officers, including salary, target short-term annual cash incentive award opportunities and long-term incentive compensation opportunities.

Setting Target Total Direct Compensation. The Compensation Committee conducts an annual review of the compensation arrangements of our NEOs, typically during the first quarter of each fiscal year. As part of this review, the Compensation Committee evaluates base salaries, annual cash incentive opportunities, long-term equity incentive opportunities and all performance criteria associated with such incentives. In developing its recommendations, the Compensation Committee aims to provide market competitive total direct compensation, taking into consideration the market data discussed above. In addition to market competitiveness, the Compensation Committee also considers various factors, including the scope and complexity of each executive's role; each executive's experience, qualifications, and skills; historic compensation levels; corporate performance against our financial, operational and strategic objectives; individual performance as compared to our expectations and objectives; our desire to motivate NEOs to achieve results that contribute to our long-term success and are in stockholders’ best interests; internal equity; and the retention risk (and replacement cost) of each NEO. These factors provide a framework for decision-making regarding compensation opportunities and final compensation determinations for each NEO. No single factor is determinative in the Compensation Committee’s decision-making, or weighted in any predetermined manner.

Previous Say-on-Pay Vote. In setting the form and amount of compensation for our NEOs, the Compensation Committee also considered the voting results from our most recent non-binding, advisory stockholder vote on the compensation of our NEOs (a “Say-on-Pay vote”) as well as feedback received from stockholders throughout the year. 91.78% of our stockholders voted to support our 2023 executive compensation program at our 2024 Annual Meeting of Stockholders, which did not lead us to make any fundamental changes to our executive compensation program in 2024. We are conducting a Say-on-Pay vote on the compensation of our NEOs at the 2025 Annual Meeting (see Proposal No. 2). The Compensation Committee will continue to consider stockholder feedback and the results of our Say-on-Pay votes when making compensation decisions for our executive officers, including our NEOs, in the future.