CONMED Corp

The Company’s executive compensation has been highly correlated with the Company’s performance. Each year, the Compensation Committee assesses the performance of the Company over time, the prior year’s performance, as well as the anticipated performance in the coming year to determine the appropriate level of compensation.

The Pay versus Performance table below shows the strong link between Compensation Actually Paid (“CAP”) and the performance of the Company. The strong correlation between TSR and CAP results from two factors: (i) the role of revenue growth and adjusted diluted net earnings per share in driving the executive bonus plan payouts; and (ii) the fact that our NEOs do not realize value from stock options unless stockholders also see an increase in the stock price, which is the sole driver of value for the stock options (as we do not allow for dividend equivalents for unvested stock options). The Company added PSUs to its long-term incentive compensation program in 2023. These PSUs will be earned and vest based on the relative performance of the Company’s TSR compared to an index of similar companies.

Most Important Performance Measures

The table below lists our most important performance measures used to link compensation actually paid to our NEOs for 2024 to Company performance, as further described in the sections titled “2024 Executive Bonus Plan” and “2024 Equity Compensation” of the CD&A.

Relationship Between Compensation and Financial Performance

The table below shows the alignment between Compensation Actually Paid (CAP) to our CEO and Average CAP to the

non-CEO

NEOs, and our performance, consistent with our compensation philosophy as described in our “Compensation Discussion and Analysis.” The following graph displays CONMED TSR, Peer Group TSR, the CAP for our PEO and the average

non-PEO

NEO CAP, for the years 2020, 2021, 2022, 2023, and 2024.

The following graph displays Net Income and CAP of our PEO and the average

non-PEO

NEOs for the years 2020, 2021, 2022, 2023, and 2024.

The following graph displays our Company selected measure, Adjusted Diluted Net EPS, and the CAP for our PEO and the average

non-PEO

NEO CAP for the years 2020, 2021, 2022, 2023, and 2024.

Board of Directors and Compensation Committee Interlocks and Insider Participation; Certain Relationships and Related Transactions

The Company’s Board of Directors, which is presently composed of Patrick Beyer, David Bronson, Brian P. Concannon, LaVerne Council, Charles M. Farkas, Martha Goldberg Aronson, Mark Kaye, Barbara J. Schwarzentraub and John L. Workman, establishes the compensation plans and specific compensation levels previously for Mr. Hartman in his role as President and CEO, for Mr. Beyer in his role as President and CEO and for other executive officers through the Compensation Committee, and administers the Company’s equity incentive plans through the Compensation Committee. Mr. Hartman did not, and Mr. Beyer does not, participate in any deliberations or voting of the Compensation Committee or Board regarding CEO compensation. During the year ended December 31, 2024, Brian Concannon, LaVerne Council, Charles Farkas, Jerome Lande, and John Workman served as members of our Compensation Committee. No member of our Compensation Committee is or has been an officer or employee of the Company. No member of our Compensation Committee or our Board is or has been in 2024 an executive officer of another entity at which one of our executive officers serves or has in 2024 served on either the Board of Directors or Compensation Committee.

In March 2003, the Audit Committee adopted a written policy specifying that it wouldpre-approve all transactions in which the Company is a participant and in which a related person has or will have a direct or indirect material interest, including, without limitation, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships, other than related party transactions to any person or entity that are, individually or in the aggregate on an annual basis, more than $5,000. This was reaffirmed in the Audit Committee Charter adopted as of December 2024. Pursuant to the related-party policy, which the Audit Committee reviews annually, requests forpre-approvals can be submitted to the Chair of the Audit Committee forpre-approval, with the Chair to report any suchpre-approvals at the next scheduled meeting of the Audit Committee. Under the policy, such related-person transactions as further defined in the Company’s related-party policy must be approved or ratified by the Audit Committee. Further, any related-party transaction in which the projected spending is over $50,000 requires management to secure competitive bids to ensure that any proposal is reasonable with respect to costs. The Audit Committee may also determine that the approval or ratification of such transaction should be considered by all the disinterested members of the Board. Related persons include any of our directors or executive officers and their family members.

In considering whether to approve or ratify any related-person transaction, the Chair or Audit Committee, as applicable, may consider all factors that they deem relevant to the transaction, including, but not limited to: the size of the transaction and the amount payable to or receivable from a related person; the nature of the interest of the related person in the transaction; the Company’s prior dealings, if any, with the related party; whether the transaction may involve a conflict of interest; and whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.

To identify related-person transactions, at least once a year, all directors and executive officers of the Company are required to complete questionnaires seeking, among other things, disclosure with respect to such transactions of which such director or executive officer may be aware.

The Company employs Devon Hartman, who is thedaughter-in-law of Mr. Hartman, as a product manager. As such, she is paid a salary and is enrolled in the Employee Incentive Program at a rate commensurate with others in similar positions within the company with similar performance and experience levels. In addition, she is eligible to participate in other compensation programs, such as the Retirement Savings Plan, on the same terms available to all other employees. During 2024, she earned total compensation of $151,001.18.