TREACE MEDICAL CONCEPTS, INC.
For the period ended Apr 3, 2026. Filed Apr 6, 2026.
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Apr 3, 2026 · Filed Apr 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Treace Medical Concepts, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 6, 2026
Dear Fellow Stockholder:You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Treace Medical Concepts, Inc. ("Treace Medical") to be held on Tuesday, May 19, 2026, at 11:00 a.m., Eastern Time. The Annual Meeting will be held via live webcast. You will be able to attend the 2026 Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TMCI2026. You may vote your shares before the Annual Meeting by regular mail, telephone or online, or you may vote online during the Annual Meeting. Additional information about the matters to be addressed at the Annual Meeting and how to vote your shares can be found in the accompanying proxy statement.
2025 Key Accomplishments
At Treace Medical, our mission is to be the recognized leader in the surgical treatment of bunions and related deformities. Millions of people suffer from bunions, which can have a significant impact on mobility and quality of life. Since our inception, we have worked closely with surgeons to understand and serve the large, unmet needs in the bunion market. In 2018, our Surgeon Advisory Board published a peer-reviewed paper describing four different classes of bunion deformities; these include (1) milder bunion deformities, (2) deformities that are more severe in nature, (3) bunions with a co-existing deformity of the midfoot, and (4) bunions with a co-existing arthritic great toe joint.
In 2025, we continued to execute our strategy to comprehensively address the evolving needs of surgeons and patients with an expanding portfolio of innovative bunion solutions and now offer solutions for all four bunion classes. To address moderate to severe bunions with a three-dimensional correction, our patented Lapiplasty® System leads the way in both market position and innovation with over 134,000 patients treated since late 2015. To address bunions with a co-existing deformity of the midfoot, we introduced our Adductoplasty® System in 2021. To address mild or moderate bunions, which surgeons may prefer to treat with a metatarsal osteotomy, we introduced two minimally invasive osteotomy systems that were fully commercially available in the second half of 2025: (1) the Nanoplasty® 3D Minimally Invasive Bunion Correction System, and (2) the Percuplasty™ Percutaneous 3D Bunion Correction System. To address bunions with a co-existing arthritic great toe joint, we began the full commercial release, also in the second half of 2025, of the SpeedMTP® System which combines our SpeedPlate® compressive fixation technology with additive locking screws to provide surgeons with a new option for great toe fusions. In 2025, we also introduced other new products, including advanced surgical instrumentation, additional SpeedPlate configurations and single use osteotomes, and we made strides to reduce cash usage, enhance our sales force, and improve operations.
In 2026, we expect to release other new solutions to make bunion surgeries more efficient, reproducible and precise and look forward to sharing product and business developments with our stockholders in the year ahead.
Culture of Integrity and Focus on Sound Governance
At Treace Medical, we believe a strong culture of integrity and compliance is critically important to building a world-class business. Our board of directors recognizes that a key element of this culture is sound corporate governance. More information about our corporate governance practices is included in our proxy statement.
On behalf of the board of directors, the officers and employees of Treace Medical, I would like to thank our stockholders for their continued support. We look forward to seeing you at the Annual Meeting.
Sincerely,
John T. Treace,
Chief Executive Officer, Chair of the Board and Founder
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY given that the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Treace Medical Concepts, Inc., a Delaware corporation (the "Company"), will be held by means of a virtual webcast at 11:00 a.m., Eastern Time, on Tuesday, May 19, 2026 for the following purposes:
Voting Items
To elect three Class II directors to serve for a three-year term of office expiring at the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
To approve, on an advisory, non-binding basis, the compensation of our named executive officers;
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
These proposals are more fully described in the proxy statement following this Notice.
The board of directors of the Company recommends that you vote "FOR" the election of the three nominees to serve as Class II directors of the Company, "FOR" the advisory approval of the compensation of our named executive officers, and "FOR" the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026.
The board of directors has fixed the close of business on March 23, 2026, as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2025, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE "QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING" SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors,
Scot M. Elder
Chief Legal and Compliance Officer, Corporate Secretary
April 6, 2026
YOUR VOTE IS IMPORTANT.
Please vote via the mail, internet or telephone.
Internet: www.proxyvote.com
Phone: 1-800-690-6903
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 19, 2026 at 11:00 am ET via live webcast at www.virtualshareholdermeeting.com/TMCI2026. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at http://materials.proxyvote.com/89455T.
TABLE OF CONTENTS
| 1 | About the Meeting | 29 | Executive Officers | |
| 30 | Executive Compensation | |||
| 2 | Questions and Answers about these Proxy Materials and Voting | 30 | Compensation Discussion and Analysis | |
| 8 | Board of Directors and Corporate Governance | 41 | Summary Compensation Table | |
| 42 | Grants of Plan-Based Awards | |||
| 44 | Outstanding Equity Awards at 2025 Fiscal Year-End | |||
| 8 | Directors and Nominees | 46 | Options Exercised and Stock Vested | |
| 12 | Family Relationships | 47 | Executive Compensation Arrangements | |
| 12 | Board Composition | 48 | Potential Payments upon Termination or Change in Control | |
| 13 | Meetings of our Board of Directors and Committees | |||
| 49 | Pay Ratio Disclosure | |||
| 13 | Board Committees | 50 | Pay Versus Performance | |
| 16 | Corporate Governance Matters | |||
| 21 | Corporate Responsibility | 53 | Equity Compensation Plans | |
| 23 | Director Compensation | 54 | Certain Relationships and Related Party Transactions | |
| 25 | Matters to Come before the Annual Meeting | |||
| 55 | Stock Ownership | |||
| 25 | Proposal No. 1: Election of Directors | 57 | Stockholder Proposals for 2027 Annual Meeting of Stockholders | |
| 26 | Proposal No. 2: Advisory Vote on Executive Compensation | |||
| 58 | Delivery of Documents to Stockholders Sharing an Address | |||
| 27 | Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm | |||
| 58 | Other Matters | |||
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 19, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.