Bioventus Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
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Item 11. Executive Compensation
Compensation Recovery Policy
In September 2023, the Company’s Board of Directors adopted the Bioventus, Inc. Compensation Recovery Policy (“Compensation Recovery Policy”) to comply with the clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act which added a new Section 10D to the Securities Exchange Act of 1934. The Compensation Recovery Policy requires the Company to seek the return, repayment, or forfeiture of any cash or equity-based incentive compensation payment or award made or granted to any current or former executive officer of the Company during the three completed fiscal years immediately preceding the date on which the Company is required to prepare a restatement of its financial statements due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws (a “Restatement”), if: (i) the payment or award was granted, earned or vested based wholly or in part upon the attainment of a restated Company financial reporting measure (including, without limitation, company stock price, total shareholder return, global revenues, net income, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted global EBITDA, funds from operations, liquidity measures, returns measures and earnings measures); and (ii) a lower payment or award would have been made or granted to the executive officer based upon the restated financial results had there not been a Restatement
Recovery Analysis of Incentive-based Compensation
As a result of the prior period error disclosed in Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 1. Organization, the Company performed a recovery analysis pursuant to its Compensation Recovery Policy. Through its recovery analysis, the Company determined that the prior period error does not impact the financial reporting measures used by the Company to determine incentive-based compensation of executives, and therefore no incentive compensation had been earned or paid to covered executives during the recovery period based on the pre-restatement financials. Thus, the Company concluded that no recovery was required.
The additional information required by this Item is incorporated by reference from the section captioned “Executive and Director Compensation” contained in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
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