Xtant Medical Holdings, Inc.
For the period ended Jun 23, 2026. Filed Jun 23, 2026.
View on SEC.govAbout 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.
Jun 23, 2026 · Filed Jun 23, 2026
Contents
Director Compensation Program
Our director cash compensation consists of an annual cash retainer paid to each non-employee director and an additional annual cash retainer paid to the Chairman of the Board, Chair of each of our Board Committees, and Board Committee members, and annual equity grants.
The table below sets forth the annual cash retainers for 2025:
| Description | Annual Cash Retainer |
|---|---|
| Non-Employee Director (other than Board Chair) | $55,000 |
| Board Chair | 110,000 |
| Audit Committee Chair | 22,500 |
| Audit Committee Member (other than Chair) | 11,250 |
| Compensation Committee Chair | 16,250 |
| Compensation Committee Member (other than Chair) | 8,125 |
| Nominating and Corporate Governance Committee Chair | 10,000 |
| Nominating and Corporate Governance Committee Member (other than Chair) | 5,000 |
In addition to annual cash retainers, our non-employee director compensation program provides for annual equity grants. In 2025, annual restricted stock unit (“RSU”) or deferred stock unit (“DSU”) awards representing a value of $125,000 were granted to all of our non-employee directors, except our Chairman of the Board who received a higher amount of $187,500 to recognize his additional time and service as Chairman of the Board. In addition to these annual grants, we granted a special DSU award with a value of $250,000 to our Chairman of the Board to recognize the significant time and effort he dedicated to Board matters during 2025. Because we use a 30-day volume weighted average price of our common stock to determine the number of RSUs or DSUs to grant, the grant date fair value of these awards may be different than the value we used in determining the number of RSUs or DSUs. Consistent with our equity grant policy, these equity grants were granted on November 15, 2025, the 15 th day of the month following corporate approval of the awards.
We have adopted a director education reimbursement policy, pursuant to which we will reimburse directors for all reasonable costs of attending director education programs to encourage continuing director education. Amounts reimbursed include costs associated with attending each program, including tuition, travel, lodging and meals. In addition, we will reimburse directors for the reasonable cost of subscriptions to periodicals or online information services relating to corporate governance and other subject matters relevant to board service, as well as membership fees of organizations which promote corporate governance and board education. Directors serving on multiple boards are encouraged to obtain pro rata reimbursement of their director education expenses from each corporation that they serve, but we will nonetheless reimburse 100% of the costs if this is not practicable.
Pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as subsequently amended, the “2023 Plan”), the sum of any cash compensation, or other compensation, and the value of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $400,000 (increased to $600,000 with respect to any non-employee director serving as the Chair of the Board or lead independent director or in the fiscal year of a non-employee director’s initial service as a non-employee director).
We have entered into indemnification agreements with our directors that require us to indemnify them against certain liabilities that may arise by reason of their status or service as directors to the fullest extent permitted by applicable law.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.