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CONMED Corp

For the period ended May 20, 2025. Filed Apr 8, 2025.

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About this filing

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.

May 20, 2025 · Filed Apr 8, 2025

CNMD$51.50-2.5%Stored close · as of Nov 6, 2026
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Contents

Compensation Setting Process

Our Compensation Committee uses a comparative framework to help define the competitive market by referencing specific peer companies and various broad-based executive compensation survey data sources to help with the assessment. Additionally, the Board and the Compensation Committee believe we employ some of the most talented executive officers in our industry. Our executives are routinely recruited as candidates to lead other life science companies. Given the strength of our executives, the Compensation Committee believes it is critical they receive target total direct compensation opportunities reflecting their individual skills and experiences to retain and properly motivate them, while ensuring that the executive compensation is aligned with the creation of long-term value for our stockholders.

We regularly review this competitive market data, which includes data with respect to salary, bonus, total cash compensation, equity, and target total direct compensation.

Total Company performance is the leading factor in informing the appropriate target compensation levels. In addition, when assessing where to position each individual executive’s pay, we also consider other factors such as:

•Individual performance over time;
•Anticipated future impact;
•Experience, unique skills/talents, knowledge;
•Individual motivators; and
•Internal equity among executives.

It is with this macro-view that we evaluate the available competitive market data alongside the experience, skills, delivered results, and leadership of individuals. Our peer data is based on public filings and broad-based compensation survey data from the Radford Global Life Sciences Survey.

Each year, the Compensation Committee works with its independent compensation consultant to review compensation for similar positions at other corporations within a designated peer group of companies, to help ensure that the Company’s overall compensation levels, and the elements thereof, are reasonable and appropriate.

As our Company evolves, we continue to revisit and refine this peer group as needed. To select peers for 2024, we worked with Compensia to consider companies that generally fit within the following criteria:

•Market Capitalization – 1/3 to 3x the Company’s 30-day average market value, now ranging from $1.35 billion to $12.14 billion, with CONMED landing at the 43rd percentile;
•Revenue – 1/3 to 3x the Company’s trailing twelve-month revenue, now ranging from $366 million to $3.29 billion, with CONMED falling at the 39th percentile;
•Headcount – 1/3 to 3x the Company’s headcount, now ranging from 1,367 to 12,300, with CONMED being at the 64th percentile.
342025 Proxy Statement

Compensation Discussion and Analysis

During 2024, our Peer Group was as follows:

EnovisIntegra LifeSciencesNatus Medical
Globus MedicalLivaNovaPenumbra
HaemoneticsMasimoTeleflex
ICU MedicalMerit Medical SystemsVarex Imaging

Our peer group for 2024 is the same as 2023, with the exception of the removal of Nevro and NuVasive. Nevro and NuVasive were removed from the peer group as they fell outside of the above Market Capitalization and Headcount criteria. Enovis and Teleflex were added based on the aforementioned criteria and financial fit.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.