TREACE MEDICAL CONCEPTS, INC.
For the period ended Apr 7, 2025. Filed Apr 7, 2025.
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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.
Apr 7, 2025 · Filed Apr 7, 2025
Contents
Pay Versus Performance
The following table and graphs provide information required under the SEC's "pay versus performance" rules over the last three years as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The graphs below show the relationship of "compensation actually paid" to our principal executive officer ("PEO") and other NEOs (who are also referred to as "Non-PEO NEOs") in 2022, 2023 and 2024.
| Value of Initial Fixed$100 Investment based on:(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Totalfor PEO(1)($) | CompensationActually Paid to PEO(1)(2)(3) ($) | AverageSummaryCompensationTable Total forNon-PEO NEOs(1) | AverageCompensationActually Paidto Non-PEONEOs(1)(2)(3) | TSR($) | Peer GroupTSR ($) | Net Income ($ Millions) | Revenue ($ Millions)(5) |
| 2024 | 6,597,160 | 1,136,797 | 3,837,863 | 2,058,881 | 39.91 | 76.22 | (56) | 209.4 |
| 2023 | 8,422,635 | 2,838,120 | 3,974,434 | (236,975) | 68.40 | 72.30 | (50) | 187.1 |
| 2022 | 3,617,249 | 4,320,166 | 1,483,378 | 3,117,740 | 123.34 | 76.64 | (43) | 141.8 |
(1)
John T. Treace was our PEO for each year presented. In 2022 and 2023 our NEOs were Mark L. Hair and Aaron J. Berutti. In 2024 our NEOs were Mark L. Hair, Scot M. Elder, Sean F. Scanlan and Gaetano M. Guglielmino.
(2)
The amounts shown in the Compensation Actually Paid column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC Topic 718.
| PEO | 2022 | 2023 | 2024 |
|---|---|---|---|
| Summary Compensation-Table Total Compensation | $3,617,249 | $8,422,635 | $6,597,160 |
| Less: Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,580,560 | $7,328,555 | $5,768,814 |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $3,283,477 | $3,172,507 | $2,651,058 |
| Plus: Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | — | $(1,479,819) | $(2,400,037) |
| Plus: Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — |
| Plus: Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | $51,352 | $57,430 |
| Less: Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — |
| Equals: Compensation Actually Paid | $4,320,166 | $2,838,120 | $1,136,797 |
| Non-PEO NEOs | 2022 | 2023 | 2024 |
|---|---|---|---|
| Summary Compensation-Table Total Compensation | $1,483,378 | $3,974,434 | $3,837,863 |
| Less: Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $909,370 | $3,432,474 | $3,414,704 |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,227,966 | $1,487,387 | $2,651,551 |
| Plus: Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $998,374 | $(1,634,619) | $(806,059) |
| Plus: Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | $32,228 |
| Plus: Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $317,392 | $(631,703) | $(241,998) |
| Less: Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — |
| Equals: Compensation Actually Paid | $3,117,740 | $(236,975) | $2,058,881 |
(4)
The Peer Group TSR set forth in this table utilizes the peer companies used for compensation benchmarking purposes, which are summarized in the Compensation Discussion and Analysis section above. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the compensation benchmarking peers, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other NEOs in 2024.
| 2025 PROXY STATEMENT | 51 |
Relationship Between Compensation Actually Paid and Performance Measures
"Compensation actually paid" calculated per SEC Item 402(v) of Regulation S-K ("CAP") reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals.
Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our Company performance. For a discussion of how our Compensation Committee assessed "pay-for-performance" and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the Compensation Discussion and Analysis section above.
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the cumulative TSR over the three most recently completed fiscal years for the Company and the Peer Group TSR.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.
Relationship Between PEO and Other NEO Compensation Actually Paid and Revenue
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our Revenue during the three most recent fiscal years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.