Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Policy With Respect to the Payment of Taxes Upon Vesting of Restricted Stock Units for Section 16 Officers

On February 19, 2025, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Orchestra BioMed Holdings, Inc. (the "Company") approved a policy regarding tax payments upon the vesting of restricted stock units ("RSUs") for all executive officers and any other person required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16 Officers"). Under the current policy, Section 16 Officers will have the tax liabilities associated with the vesting of their RSUs satisfied through the withholding of shares of the Company's common stock (the "Common Stock") from the shares that would otherwise be issued to the Section 16 Officers upon the vesting of their RSUs. Accordingly, until this policy is changed, the Section 16 Officers will not be selling shares of Common Stock upon the vesting of their RSUs to cover related tax liabilities, even though they will be required to file Form 4s showing the disposition of shares of Common Stock due to the withholding of shares to cover tax liabilities. All shares for disposition referenced in such Form 4 filings shall be returned to the share reserve for the Company's 2023 Equity Incentive Plan.

Cash Bonus Plan

Under the terms of their respective employment agreements, Mr. Hochman, the Company's Chief Executive Officer, and Mr. Sherman, the Company's President and Chief Operating Officer, are each entitled to an annual incentive-based cash bonus with a target of 80% of their respective base salaries. Mr. Taylor, the Company's Chief Financial Officer, is entitled to annual incentive-based cash bonus with a target of 50% of his base salary under the terms of his offer letter.

On February 19, 2025, the Committee approved a new cash bonus plan for all executive officers (the "Plan"). The Plan:

	·	establishes annual goals with mid-year key deliverables approved by the Committee or the Board;
	·	provides for a mid-year performance review of measurable performance metrics and the payment of up to 35% of annual bonuses in the third quarter of 2025 based on the achievement of those metrics;
	·	provides the Committee with the ability to make mid-year adjustments to the full year goals if the full year goals become unachievable due to unanticipated events;
	·	provides that up to 65% of bonus amounts are to be paid in the first quarter of 2026 based on full year performance, taking into account the mid-year adjustments discussed above, if any; and
	·	includes stretch goals, with the potential for additional bonuses if those stretch goals are achieved, as discussed further below.

On February 19, 2025, the Committee also adopted 2025 goals and objectives for Plan (each with mid-year and full-year targets), which relate to the following matters (the "2025 Goals and Objectives"):

	·	achieving certain enrollment targets with respect to the BACKBEAT (BradycArdia paCemaKer with AVIM for Blood prEssure treAtmenT) global pivotal study and achieving certain other milestones;
	·	advancing the Virtue Sirolimus AngioInfusion Balloon program for the treatment of atherosclerotic artery disease;
	·	advancing the Company's pipeline programs and partnership opportunities; and
	·	achieving certain financial and operating objectives.

If all the 2025 Goals and Objectives are achieved, bonuses will be paid out at 100% of each executive officer's target bonus, subject to upward adjustment to the extent the 2025 Stretch Goals (as defined below) are achieved. In addition to the 2025 Goals and Objectives, the Committee adopted certain 2025 stretch goals (the "2025 Stretch Goals"), which the Committee viewed as very difficult to achieve. The 2025 Stretch Goals generally relate to the same subject matter as the 2025 Goals and Objectives. If the 2025 Stretch Goals are all achieved, it would increase the achievement score for the 2025 Goals and Objectives by up to 60%.