SI-BONE Inc

Role of the Compensation Committee

The Compensation Committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our Named Executive Officers, though it makes recommendations to our Board of Directors in the case of our CEO. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our Named Executive Officers. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on our Company website at http://www.si-bone.com/.

At the beginning of each year, the Compensation Committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions (i) are properly coordinated, (ii) are aligned with our mission, vision, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our Named Executive Officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at our peer companies. Following this assessment, the Compensation Committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements.

The factors considered by the Compensation Committee in determining the compensation of our Named Executive Officers for 2023 (or recommending to the Board in the case of our CEO) included:

•the recommendations of our CEO (except with respect to her own compensation) as described below;

•our corporate growth and other elements of financial performance;

•our corporate achievements against one or more short-term and long-term performance objectives;

•the individual performance of each Named Executive Officer against his or her management objectives;

•a review of the relevant competitive market data and executive retention analysis as prepared by its compensation consultant (as described below);

•the expected future contribution of the individual Named Executive Officer;

•historical compensation awards we have made to our Named Executive Officers; and

•internal pay equity based on the impact on our business and performance.

The Compensation Committee did not weight these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the Compensation Committee considered this information in light of their individual experience, knowledge of the company, knowledge of each Named Executive Officer, knowledge of the competitive market, and business judgment.

As part of this process, the Compensation Committee also evaluates the performance of our CEO each year and makes all decisions regarding recommending to the Board her base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding her compensation, and no Named Executive Officer is present during any deliberations regarding their compensation.

Role of Our CEO

Our CEO works closely with the Compensation Committee in determining the compensation of our other Named Executive Officers. Typically, our CEO works with the Compensation Committee to recommend the structure of the annual bonus plan, to identify and develop corporate performance objectives for such plan, and to evaluate actual performance against the selected measures. Our CEO also makes recommendations to the Compensation Committee as described in the following paragraph and is involved in the determination of compensation for the respective Named Executive Officers who report to her.

At the beginning of each year, our CEO reviews the performance of our other Named Executive Officers for the previous year, and then shares these evaluations with, and makes recommendations to, the Compensation Committee for each element of compensation. Using her subjective evaluation of each executive officer’s performance and taking into consideration historical compensation awards to our Named Executive Officers and our corporate performance during the preceding year, these recommendations concern base salary adjustments, target annual cash bonus opportunities, actual bonus payments, and long-term incentives in the form of equity awards for each of our Named Executive Officers (other than herself) based on our results, the individual executive officer’s contribution to these results, and his performance toward achieving his individual performance goals. The Compensation Committee then reviews these recommendations and considers the other factors described above and makes decisions as to the target total direct compensation of each executive officer (other than our CEO), as well as each individual compensation element.

While the Compensation Committee considers our CEO’s recommendations, as well as the competitive market analysis prepared by its compensation consultant, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our Named Executive Officers. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements and amount of each element for our Named Executive Officers.

Role of Compensation Consultant

Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determined in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee.

In 2023, pursuant to this authority, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the Compensation Committee by Compensia in 2023 were as follows:

•Reviewed and updated the compensation peer group;

•Provided advice with respect to compensation best practices and market trends;

•Conducted an analysis of the levels of overall compensation and each element of compensation for our Named Executive Officers and for the members of our Board of Directors; and

•Provided ad hoc advice and support on compensation and governance topics throughout the year.

Representatives of Compensia attend meetings of the Compensation Committee as requested and also communicate with the Compensation Committee outside of meetings. Compensia reports to the Compensation Committee rather than to management, although Compensia may meet with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the Compensation Committee. During 2023, Compensia met with members of our management team to collect data and obtain their perspective on various executive compensation proposals.

The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to us and has received no compensation other than with respect to the services described above.

The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Stock Market, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee has not raised any conflict of interest.

Competitive Positioning

Given our unique business profile, history, and market competitors, the Compensation Committee believes that the competitive market for executive talent includes primarily medical device and equipment companies and, to a lesser extent, the broader healthcare sector. Accordingly, it develops a compensation peer group to contain a carefully selected cross-section of such public companies with revenues and market capitalizations that are similar to ours, using factors described below. The Compensation Committee considers the compensation practices of these peer group companies as one factor in its compensation deliberations. This peer group data is supplemented with executive compensation survey data representing public medical device, technology, and life sciences companies that are of similar size to SI-BONE, as well as market trends and best practices in executive compensation and the judgment of the Compensation Committee members. Other important factors taken into consideration when determining executive pay levels include employee knowledge, skills and experience; individual performance; scope of responsibilities; and any retention concerns.

2023 Compensation Peer Group

In September 2022, the Compensation Committee, with the assistance of Compensia, approved of the following target criteria for determining the composition of our peer group for purposes of evaluating the compensation of our Named Executive Officers for 2023.

•Revenue: 0.4x to 2.5x our revenue

•Market capitalization: 0.25x to 4.0x our market capitalization

•Industry: medical device and equipment

•Location: public companies headquartered in the United States

The following 17 companies were selected by the Compensation Committee as the defined peer group for purposes of 2023 executive compensation decisions:

The Compensation Committee reviews the compensation peer group on an annual basis and adjusts the company composition as needed based on the current financial profile and business focus of the included companies relative to SI-BONE.