Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AINFORMATION

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:

ORTHOFIX MEDICAL 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 the appropriate box):

3451 Plano Parkway

Lewisville, Texas 75056

Dear Shareholders:

We will hold the 2025 Annual Meeting of Shareholders of Orthofix Medical Inc. on June 18, 2025 at 8:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West, 6007 Legacy Drive, Plano, Texas 75024.

This booklet includes the notice of annual meeting and the proxy statement. The proxy statement describes the business that we will conduct at the meeting.

Your vote is important. Please refer to the proxy card or other voting instructions included with these proxy materials for information on how to vote by proxy or in person.

ORTHOFIX MEDICAL INC.

3451 Plano Parkway

Lewisville, Texas 75056

for

2025 ANNUAL MEETING OF SHAREHOLDERS

to be held on June 18, 2025

This notice and the accompanying proxy statement are being furnished to the shareholders of Orthofix Medical Inc., a Delaware corporation ("Orthofix" or the "Company"), in connection with the upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting") and the related solicitation of proxies by the Board of Directors of Orthofix (the "Board of Directors" or "Board") from holders of outstanding shares of common stock, par value $0.10 per share ("common stock"), of Orthofix as of the record date for the Annual Meeting for use at the Annual Meeting and at any adjournment or postponement thereof. In this notice and the accompanying proxy statement, all references to "we," "our" and "us" refer to the Company, except as otherwise provided.

Time, Date and Place of Annual Meeting

Notice is hereby given that the Annual Meeting will be held on June 18, 2025 at 8:00 a.m. Central Daylight Time, at the Renaissance Dallas at Plano Legacy West, 6007 Legacy Drive, Plano, Texas 75024.

Proposals to be Considered at the Annual Meeting

Please read a detailed description of proposals 1 through 3 above beginning on page 69of the proxy statement.

Shareholders Entitled to Vote

All record holders of shares of Orthofix common stock at the close of business on the record date for the Annual Meeting, April 21, 2025, are being sent this notice and will be entitled to vote at the Annual Meeting. Each record holder on such date is entitled to cast one vote per share of common stock.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD JUNE 18, 2025: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD, AND THE ORTHOFIX ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE AT WWW.PROXYDOCS.COM/OFIX.

The summary highlights certain information about our business and 2024 performance, as well as other information in the proxy statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement before voting.

2024 Business Highlights

Notable financial results and operational accomplishments in 2024 include the following:

Our Business Segments

Orthofix manages its business by two reporting segments, Global Spine and Global Orthopedics, which accounted for 84% and 16%, respectively, of our total net sales in 2024. The chart below presents our net sales, which includes product sales and marketing service fees, by reporting segment for each of the years ended December 31, 2024, 2023, and 2022.

Standing Committees; Standing Nominees

(1)Mr. Burris served as a director from September 2021 until the consummation of the Company's merger with SeaSpine on January 5, 2023, and rejoined as a director on June 19, 2023 upon his election at the 2023 annual meeting of shareholders.

(2)Mr. Henneman was appointed as a director as of January 5, 2023 in connection with the consummation of the Company's merger with SeaSpine. Prior to such merger, Mr. Henneman had served on SeaSpine's Board of Directors since July 2015.

(3)Ms. Maniar was appointed as a director as of January 5, 2023 in connection with the consummation of the Company's merger with SeaSpine. Prior to such merger, Ms. Maniar had served on SeaSpine's Board of Directors since April 2021.

Director Background and Qualifications

The following graphics highlight the background and qualifications of our director nominees, both individually and in the aggregate.

Executive Compensation Highlights

We focus our compensation program for our named executive officers and other executive officers on financial, strategic, and operational goals established by the Board of Directors, upon the recommendation of its Compensation and Talent Development Committee, designed to create sustained value for our shareholders. Our guiding compensation principle is to pay for performance. Our compensation program is also designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking. We consider the input of our shareholders on our executive compensation program. At our 2024 annual meeting of shareholders, 97% of the votes cast were in favor of the advisory vote on our executive compensation, or the say-on-pay proposal. At least 90% of the votes cast were in favor of the say-on-pay proposal at each of our last nine annual meetings. We believe this consistent shareholder support validates our pay for performance approach to executive compensation.

2024 Executive Total Compensation Mix

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation and long-term incentive equity compensation awarded at target) for Massimo Calafiore, our President and Chief Executive Officer, and our other named executive officers for 2024. These charts illustrate that 92% of Mr. Calafiore's annual total target direct compensation and 83% of our other 2024 named executive officers' annual total target direct compensation was performance-based or variable.

Governance of Executive Compensation

Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

What we do:

Align executive pay with the overall performance of our business and the Company's common stock

 Set meaningful performance targets for annual and performance-based stock awards, approved by our Compensation and Talent Development Committee

 Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards

 Discourage unnecessary and inappropriate risk taking, and obtain an annual independent risk assessment analysis of our executive compensation program

Maintain robust stock ownership guidelines for our executive officers and directors, which were recently updated in December 2024

 Maintain an incentive compensation clawback policy for executive officers

 Include "double-trigger" change in control ("CIC") vesting provisions in all equity grants to executive officers

Our Compensation and Talent Development Committee directly retains an independent compensation consultant who conducts an annual benchmarking of our executive compensation program against an industry peer group

What we don't do:

XPay dividends or dividend equivalents on unvested stock options, unvested time-based vesting stock awards, or unearned performance-based vesting stock awards

X Have employment agreements with our executive officers

X Pay excise tax gross-ups for change in control payments

X Reprice stock options without shareholder approval

X Provide excessive perquisites

XPermit hedging or pledging of our securities by certain employees considered "insiders", including our executive officers or directors

Corporate Governance Highlights

We are committed to effective corporate governance and the regular review of our corporate governance practices to continue building on our success and long-term shareholder value.

Director Election

Board Independence

Standing Board Committees

Practices and Policies

TABLE OF CONTENTS

THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MAY 9, 2025.

Who can vote?

All record holders of shares of Orthofix common stock at the close of business on April 21, 2025 (the "Record Date"), are entitled to notice of, and will be entitled to vote at, the 2025 Annual Meeting of Shareholders (the "Annual Meeting"). Each record holder on such date is entitled to cast one vote per share of common stock. As of the Record Date, there were 39,180,306 shares of Orthofix common stock outstanding.

How to vote?

YOUR VOTE IS IMPORTANT. If you are a record holder, you may cast your vote online, by phone, by mail, or in person at the Annual Meeting. See your proxy card for your online control number in order to vote.

If you hold your shares in an account at a bank, broker, or other organization, then you are the "beneficial owner of shares held in street name." As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual shareholders are beneficial owners of shares held in street name. If you hold shares in street name, please follow the voting instructions provided to you by your broker. If your shares of common stock are held in street name, you will receive instructions from your broker, bank, or other nominee that you must follow in order to have your shares of common stock voted.

What constitutes a quorum?

The presence, in person or represented by proxy, of the holders of a majority of the shares of Orthofix common stock outstanding on the Record Date is required to constitute a quorum at the Annual Meeting. Abstentions and "broker non-votes" (described below) are counted as shares present for purposes of determining the presence of a quorum.

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What are broker non-votes?

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries that are subject to New York Stock Exchange ("NYSE") rules may use their discretion to vote your uninstructed shares on matters considered to be "routine" under NYSE rules, but not with respect to "non-routine" matters. The NYSE rules apply to broker, bank and other securities intermediary's discretion in voting your uninstructed shares regardless of the fact that we are a Nasdaq-listed company. A broker non-vote occurs when a broker, bank or other agent who has record ownership of the shares held in an account for its client has not received voting instructions from the client who is the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered "non-routine" under NYSE rules. Proposals 1 and 2 are considered to be "non-routine" under NYSE rules and applicable interpretations and your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 3 is considered to be "routine" under NYSE rules and applicable interpretations, and, thus, if you do not return voting instructions to your broker, bank or other agent, your broker, bank or other agent may vote your shares in its discretion on this proposal.

What vote is required to approve each proposal?

Assuming a quorum is present, each director nominee will be elected by a majority of the votes cast with respect to such nominee. In other words, a director nominee will be elected if the number of shares voted "FOR" such nominee exceeds the number of shares voted "AGAINST" such nominee. For purposes of Proposal 1, abstentions and broker non-votes are not counted as votes cast either "FOR" or "AGAINST" a nominee, and have no effect on the outcome of the vote.

Assuming a quorum is present, with respect to each of Proposals 2 and 3, the particular proposal will be approved if it receives the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the applicable proposal. For each of these proposals, abstentions will have the same effect as a vote "AGAINST" the applicable proposal, and broker non-votes (to the extent applicable) will have no effect on the outcome of the vote for the applicable proposal.

Proxies

This proxy statement is being furnished to holders of shares of Orthofix common stock in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting.

All shares of Orthofix common stock that are represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting and which are not validly revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on such proxies. If no instructions are indicated on a properly executed proxy, such proxy will be voted "FOR" the election of each director nominee identified in this proxy statement and "FOR" each of the other proposals. The Board does not know of any other matters that are to be presented for consideration at the Annual Meeting.

Any proxy delivered by a record shareholder may be revoked by the person giving it at any time before voting begins at the Annual Meeting. Proxies may be revoked by (1) timely delivery to our Corporate Secretary of a written notice of revocation bearing a later date than the proxy sought to be revoked, (2) timely delivery to Orthofix of a valid, later-dated proxy (including a proxy given by telephone or online) relating to the same shares

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of Orthofix common stock, or (3) attending the Annual Meeting and voting at the Annual Meeting in person. Attending the Annual Meeting will not in and of itself constitute the revocation of a proxy. Any written notice of revocation or later-dated proxy should be sent so as to be received in a timely manner to: Orthofix Medical Inc., Attn: Corporate Secretary, 3451 Plano Parkway, Lewisville, TX 75056.

Voting is confidential

We maintain a policy of keeping all proxies and ballots confidential.

The costs of soliciting these proxies and who will pay them

We will pay all the costs of soliciting these proxies, including reimbursing banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to beneficial owners. Our directors and employees may also solicit proxies by telephone or electronic means of communication, or in person, and no additional compensation will be paid to such individuals.

Obtaining an Annual Report on Form 10-K

We have filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K") with the U.S. Securities and Exchange Commission (the "SEC"). The 2024 Form 10-K is available on our website at www.orthofix.comand at http://www.proxydocs.com/OFIX. If you would like to receive an additional copy of the 2024 Form 10-K, we will send you one free of charge. Please write to:

Orthofix Medical Inc.

3451 Plano Parkway

Lewisville, TX 75056

Attention: Julie Dewey, IRC, Chief Investor Relations & Communications Officer

You may also contact Ms. Dewey at juliedewey@orthofix.com.

The information on our website is not incorporated by reference in, or considered part of, this proxy statement.

The voting results

We will publish the voting results from the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. You will also be able to find the Form 8-K on our website at www.orthofix.com.

Whom to call if you have any questions

If you have questions about the Annual Meeting, voting or your ownership of shares of Orthofix common stock, please contact Julie Dewey at juliedewey@orthofix.com. Directions to the meeting can be found at http://www.proxydocs.com/OFIX.

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on June 18, 2025

This proxy statement, your proxy voting card, and the 2024 Form 10-K are available at http://www.proxydocs.com/OFIX.

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Who are the principal owners of shares of Orthofix common stock?

The following table shows each person, or group of affiliated persons, who beneficially owned, directly or indirectly, at least 5% of the shares of our common stock. Our information is based on reports filed with the SEC by each of the firms or individuals listed in the table below. You may obtain these reports from the SEC.

The Percent of Class figures for the shares of our common stock are based on 39,180,306 shares of our common stock outstanding as of April 21, 2025. Except as otherwise indicated, each shareholder has sole voting and dispositive power with respect to the shares indicated.

(1) Based solely on information obtained from a Schedule 13G filed with the SEC on February 12, 2024 disclosing shared power to vote or direct the vote of 3,665,000 shares and shared power to dispose of or to direct the disposition of 3,665,000 shares.

(2) Based solely on information obtained from a Schedule 13D (Amendment No. 3) filed with the SEC on February 27, 2025 disclosing sole power to vote or direct the vote of 3,628,227 shares, and sole power to dispose of or to direct the disposition of 3,628,227 shares.

(3)Based solely on information obtained from a Schedule 13G (Amendment No. 2) filed with the SEC on February 14, 2025 disclosing shared power to vote or direct the vote of 3,000,000 shares, and shared power to dispose of or to direct the disposition of 3,000,000 shares.

(4)Based solely on information obtained from a Schedule 13G (Amendment No. 5) filed with the SEC on April 17, 2025 disclosing sole power to vote or direct the vote of 2,923,256 shares and sole power to dispose of or to direct the disposition of 2,989,175 shares.

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(5) Based solely on information obtained from a Schedule 13G filed with the SEC on November 13, 2024 disclosing sole power to vote or direct the vote of 2,556,500 shares, and sole power to dispose of or to direct the disposition of 2,556,500 shares.

(6)Based solely on information obtained from a Schedule 13D (Amendment No. 1) filed with the SEC on April 11, 2025 disclosing shared power to vote or direct the vote of 2,368,500 shares, and sole power to dispose of or to direct the disposition of 2,368,500 shares.

(7) Based solely on information obtained from a Schedule 13G (Amendment No. 6) filed with the SEC on February 13, 2024 disclosing shared power to vote or direct the vote of 25,375 shares, sole power to dispose of or to direct the disposition of 1,940,761 shares, and shared power to dispose of or to direct the disposition of 58,905 shares.

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Shares of common stock owned by Orthofix's directors and executive officers

The following table sets forth the beneficial ownership of shares of our common stock, including stock options currently exercisable and exercisable within 60 days of April 21, 2025 and stock units that are vested or potentially issuable within 60 days of April 21, 2025, by each current director, each director nominee, each named executive officer listed in the Summary Compensation Table, and the persons who were our directors and executive officers as of April 21, 2025, as a group. The Percent of Class figure is based on 39,180,306 shares of our common stock outstanding as of April 21, 2025. Unless otherwise indicated, the beneficial owners exercise sole voting and/or investment power over their shares.

* Represents less than one percent.

(1) The address for each person or entity listed in the table is c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

(2) Reflects 29,718 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(3) Reflects 338 shares owned directly, 24,088 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(4) Reflects 6,383 shares owned directly, 25,315 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

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(5) Reflects 6,012 shares owned directly, 44,790 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 24,701 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(6) Reflects 41,045 shares owned directly, 29,506 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 31,778 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(7) Reflects 943 shares owned directly, 23,502 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 11,913 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(8)Reflects 5,726 shares owned directly, and 29,506 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025.

(9) Reflects 13,407 shares owned directly, 54,700 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 21, 2025, and 30,000 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(10) Reflects 30,094 shares owned directly.

(11) Reflects 6,333 shares owned directly.

(12) Reflects 5,733 shares owned directly.

(13)Reflects 4,800 shares issuable pursuant to restricted stock units that are vested or potentially issuable within 60 days of April 21, 2025.

(14) Reflects 11,423 shares owned directly.

(15)Reflects 7,703 shares owned directly and 16,463 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

(16)Reflects 112,803 shares owned directly based solely on the most recent Form 4 filed with the SEC on April 9, 2024.

(17)Reflects 179,374 shares owned directly and 206,764 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 21, 2025.

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Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, requires our officers and directors, and holders of more than 10% of our common stock (collectively, the "Reporting Persons") to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by regulations of the SEC to furnish us with copies of all such filings. Based on our review of these reports and related representations by the Reporting Persons, we believe that all Section 16(a) reports were filed timely in 2024, except that, due to an internal administrative error, the Forms 4 relating to the grant of deferred stock units to Alan L. Bazaar, Michael M. Finegan and Charles R. Kummeth on January 31, 2024 were filed twenty-six business days late.

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Information concerning our executive officers is set forth below.

Massimo Calafiore.Mr. Calafiore currently serves as Orthofix President and Chief Executive Officer and as a member of the Orthofix Board of Directors. Previously, Mr. Calafiore served as Chief Executive Officer of LimaCorporate S.p.A., a global orthopedic company focused on restoring motion through digital innovation and customized hardware, from September 2022 to January 2024, when it was acquired by Enovis Corporation. Previously, Mr. Calafiore served from September 2021 through August 2022 as Executive Vice President and Chief Commercial Officer of NuVasive, Inc., where he oversaw product marketing, commercial and commercial enablement functions, as well as NuVasive's specialized orthopedics and clinical services. From October 2020 through August 2021, he served as NuVasive's Executive Vice President, Global Business Units, where he was responsible for NuVasive's product and services organization, including Spine, NuVasive Specialized Orthopedics (NSO) and NuVasive Clinical Services, and commercial enablement such as clinical professional development and global marketing. From 2017 until October 2020, he held various other leadership roles at NuVasive with increasing levels of responsibility, serving as Senior Vice President, Spine Business Unit, from January 2020 to October 2020, Senior Vice President, Global Implant Systems and General Manager of NSO, from February 2019 to December 2019, and Senior Vice President, General Manager of NSO from August 2017 to February 2019. Before his executive service at NuVasive, he spent more than 15 years supporting and leading the U.S. business for Waldemar Link, an orthopedics and medical device company. He holds an M.Sc. in Mechanical Engineering from the University of Catania and an MBA from New York University.

Julie Andrews.Ms. Andrews joined Orthofix in 2024 and serves as Chief Financial Officer (CFO). Ms. Andrews brings 30 years of finance and accounting experience to her role, and 24 years of experience in the spine and orthopedics industry. Ms. Andrews served as Senior Vice President, Global Finance at Wright Medical Group N.V. where she led a 170-person finance team responsible for FP&A, accounting, tax, and treasury from September 2019 to December 2020, when the company was acquired by Stryker Corporation. She also served as Wright Medical's VP of Finance and Chief Accounting Officer from May 2012 to August 2019. Prior to this, she spent 14 years in roles of increasing responsibility at Medtronic Inc., including as Vice President of Finance / Business unit CFO for Medtronic's $3.5B Spine and Biologics business, where she provided oversight of all FP&A and accounting functions. Most recently, from 2021 to 2023, she served as CFO for Smart Wires Technology, a global transmission grid technology company focused on enabling the transition to renewable energy. Early in her career, she served as a Senior Financial Analyst for Thomas & Betts and as an auditor for Thomas Havey, LLC. Currently, she serves on the board and as audit committee chair of RxSight, Inc., an ophthalmic medical device company. Ms. Andrews received a Bachelor of Science in Accounting from Indiana University, NW.

J. Andrés Cedrón. Mr. Cedrón joined Orthofix in 2024 as Chief Legal Officer. He brings 20 years of legal experience to his role. Most recently, he served as Vice President and Corporate Secretary at Stryker Corporation. In this corporate officer position, Mr. Cedrón oversaw corporate governance, SEC compliance, merger and acquisition legal activities, and corporate responsibility legal matters since 2022. Prior to that, Mr. Cedrón held leadership roles as Chief Legal Counsel for Stryker's $10B+ MSNT Group of divisions from 2018 to 2022, as well as the company's Europe, Canada, EEMEA and Latin America regions at various times from 2010 to

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2018. He has extensive expertise in regulatory and compliance frameworks, anti-corruption programs, litigation management, and commercial legal practices. Mr. Cedrón started his career as a corporate attorney in private practice. He holds a J.D. from Columbia Law School and a B.A. from Colorado College.

Patrick Fisher. Mr. Fisher joined Orthofix in 2024 as the President of Global Orthopedics. Mr. Fisher previously served as Vice President and General Manager of the Foot and Ankle business unit with Stryker Corporation. Prior to his tenure at Stryker, Mr. Fisher served as the President of Lower Extremity and Biologics for Wright Medical Technology, which was acquired by Stryker in 2020. He joined Wright Medical in 2002 and held multiple roles of increasing responsibility, including Vice President of U.S. Sales. Mr. Fisher has a proven track record of driving revenue growth, expanding EBITDA, and transforming operations within medium to large publicly traded companies. His expertise spans global marketing, R&D, sales, clinical research, and medical education, with a strong focus on integrity, ethics, and quality compliance. Mr. Fisher has a Bachelor of Arts in International Studies from Rhodes College and a Master of Business Administration in International Business from the University of Memphis. Mr. Fisher serves on several boards, including the Greater Memphis Medical Device Council, the Memphis Chairman's Circle, and the University of Tennessee Research Advisory Board. He previously served as Chairman of the Board for Clean Memphis and Project Green Fork.

Max Reinhardt. Mr. Reinhardt joined Orthofix in 2024 as the President of Global Spine. Mr. Reinhardt is responsible for leading the Company's global spine and biologics business. Mr. Reinhardt's experience spans more than 30 years in MedTech and pharmaceuticals, assuming positions of increasing responsibility at Johnson & Johnson from 2002 to 2019, including serving as Worldwide President, DePuy Synthes Spine, achieving the number two market share position in the competitive spine market. Additionally, Mr. Reinhardt served as Vice President, Marketing U.S. Orthopedics, and Global Franchise Leader and Worldwide President of Joint Reconstruction, Sports Medicine and Power Tools. Prior to his experience with Johnson & Johnson, he had senior leadership positions with Steris and Olympus in Europe. Most recently, from 2019 to 2024, he served in different leadership roles for Pacira Biosciences, a company focused on providing innovative non-opioid pain management solutions. Mr. Reinhardt earned his undergraduate diploma from Sparsholt College, Hampshire, U.K. and a Master of Science degree from the University of Hull, U.K.

Lucas Vitale.Mr. Vitale joined Orthofix as Chief People and Business Operations Officer in 2024. Mr. Vitale supports the leadership team in shaping and executing the Company's integration and business transformation strategies. He oversees core shared services functions, including Human Resources, Global Information Services, Global Corporate Marketing, and U.S. Facility Management and Safety. Mr. Vitale has extensive experience in the spine and orthopedics industry having previously served as the Chief Human Resources Officer for NuVasive Inc., a global spine and orthopedic company, from 2019 to 2021, where he led the global HR function and commercial talent strategies. More recently, Mr. Vitale served as Chief Human Resources Officer (CHRO) for ReNAgade Therapeutics, a start-up pharmaceutical company, and Berkeley Lights/PhenomeX, a post-IPO life sciences company. He also served as Senior Vice President of Human Resources at Arena Pharmaceuticals. Earlier in his career, Mr. Vitale held multiple leadership roles at Life Technologies in positions covering various aspects of HR, including mergers, acquisitions and integrations, talent management, leadership development, and establishing culture and diversity initiatives. Mr. Vitale earned a Bachelor of Science in Business Administration from Hawaii Pacific University and a Master of Arts in Industrial/Organizational Psychology from Alliant International University.

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The Board of Directors and Committees of the Board

Our amended and restated bylaws ("Bylaws") provide that the Board shall consist of not less than six and no more than fifteen directors, the exact number to be determined from time-to-time by resolution of the Board. The Board is currently comprised of ten seats. Following the recommendation of the Nominating, Governance and Sustainability Committee, the Board has nominated each of the ten current directors for election to the Board at the Annual Meeting.

Directors are elected at each annual meeting of shareholders by a majority of the votes cast with respect to the director, provided, however, that directors are elected by the vote of a plurality of the votes cast if (i) the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for directors set forth in our Bylaws, which nomination is not subsequently withdrawn, or (ii) the number of nominees for election to the Board at such meeting exceeds the number of directors to be elected. For purposes of this standard, a "majority of the votes cast" means that the number of shares voted "FOR" a director nominee must exceed the number of votes cast "AGAINST" that director nominee. The Company has not received any director nominations from shareholders for the Annual Meeting, and the number of nominees is equal to the number of directors to be elected at the Annual Meeting. As such, a "majority of the votes cast" will be the standard for election at the Annual Meeting.

Under our Bylaws, any incumbent director who is nominated for election by the Board or a committee thereof must, as a condition to such nomination, submit to the Chair of the Board (a) in the case of a contested election, a conditional letter of resignation, and (b) in the case of an uncontested election, a conditional and irrevocable letter of resignation. If an incumbent director is not elected (that is, the incumbent director receives more "AGAINST" votes than "FOR" votes), the Nominating, Governance and Sustainability Committee is required to consider the conditional resignation of such nominee and make a recommendation to the Board on whether to accept or reject the conditional resignation, or whether other action should be taken. In such event, the Board is required to act on the Nominating, Governance and Sustainability Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results for the Annual Meeting. If the Board's decision is to accept the director's resignation, then the Board may fill the resulting vacancy in accordance with our Bylaws. The director whose conditional resignation is being considered may not participate in the Nominating, Governance and Sustainability Committee's recommendation or the Board's decision.

It is our policy that all directors attend the Annual Meeting, and at last year's annual meeting of shareholders, all of our directors who were serving at the time attended the meeting in person. We expect that all ten directors who are standing for election will attend the Annual Meeting in person.

The Board meets at least four times per year in person at regularly scheduled quarterly meetings, but will meet more often in person if necessary. In addition, the Board typically holds several telephonic or virtual meetings each year as events require. The Board met 10 times during 2024. The Board has four standing committees: the Audit and Finance Committee, the Compensation and Talent Development Committee, the Compliance and Ethics Committee, and the Nominating, Governance and Sustainability Committee. During 2024, every director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served that were held during the period for which he or she was a director or committee member, as applicable.

Of our ten director nominees, the Board has determined that each of Mr. Bazaar, Mr. Burris, Ms. Capps, Mr. Finegan, Mr. Hannon, Mr. Henneman, Mr. Kummeth, Ms. Maniar and Mr. Paolucci are independent under the

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current Nasdaq listing standards. Mr. Calafiore is not considered independent because he serves as our President and Chief Executive Officer. A list of our director nominees, including background information for each of them, is presented in the section "Proposal 1: Election of Directors," beginning on page 69.

Board Leadership Structure

Mr. Finegan, who is an independent director, serves as Chair of the Board. Mr. Calafiore, who is also a director, serves as the Company's President and Chief Executive Officer.

Consistent with our corporate governance guidelines, the Chair and CEO positions will continue to be separate. The Board believes that the separation of these two critical roles best serves the Company's shareholders because it allows our President and Chief Executive Officer to focus on providing leadership over our day-to-day operations while the Chair of the Board focuses on the leadership of the Board.

The Audit and Finance Committee

Our Audit and Finance Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The committee oversees the Company's financial reporting process on behalf of the Board. The committee is responsible for the selection, compensation, and oversight of the Company's independent registered public accounting firm. The committee reviews matters relating to the Company's internal controls, as well as other matters warranting committee attention. The committee also meets privately, outside the presence of Orthofix management, with our independent registered public accounting firm. The Audit and Finance Committee's report for 2024 is printed below at page 81.

The Audit and Finance Committee also oversees the Company's (i) enterprise risk management program, reviews risk assessments, and receives reports from management on risk areas and mitigation plans, and (ii) regularly reviews the Company's cybersecurity and other IT risks, controls, and procedures, including plans to mitigate cybersecurity risks and respond to data breaches, with updates provided on at least a quarterly basis.

The Board has adopted a written charter for the Audit and Finance Committee, a copy of which is available for review on our website at www.orthofix.com.

The Audit and Finance Committee met 5 times during 2024.

Mr. Bazaar, Mr. Burris, Mr. Henneman and Ms. Maniar currently serve as members of the Audit and Finance Committee, with Mr. Burris serving as Chair. All members of the committee have been determined by the Board to be independent under applicable Nasdaq rules and pursuant to Rule 10A-3 of Schedule 14A under the Exchange Act. The Board has determined that each of Mr. Burris, Mr. Henneman, and Ms. Capps qualify as an "audit committee financial expert" as that term is defined in Item 407(d) of Regulation S-K.

The Compensation and Talent Development Committee

The Compensation and Talent Development Committee is responsible for establishing compensation policies and determining, approving, and overseeing the total compensation packages for our executive officers, including all elements of compensation. The committee administers our Amended and Restated 2012 Long-Term Incentive Plan (the "2012 LTIP"), the primary equity incentive plan under which we make equity-related awards, as well as the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (the "SeaSpine 2015 Plan"), which was assumed in the merger with SeaSpine. In addition, the committee administers our Second Amended and Restated Stock Purchase Plan (the "SPP"), an equity plan under which most of our employees and directors are eligible to purchase shares of Company common stock at a discount.

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The Compensation and Talent Development Committee met 9 times during 2024.

The Board has adopted a written charter for the Compensation and Talent Development Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Bazaar, Mr. Hannon, Mr. Kummeth and Mr. Paolucci currently serve as members of the Compensation and Talent Development Committee, with Mr. Kummeth serving as Chair. Each of these members (i) are non-employee, non-affiliated, outside directors who have been determined by the Board to be independent under applicable Nasdaq rules, and (ii) satisfy the qualification standards of Section 16 of the Exchange Act.

No interlocking relationship, as defined in the Exchange Act, currently exists, nor existed during 2024, between the Board or Compensation and Talent Development Committee and the board of directors or compensation committee of any other entity.

The Compliance and Ethics Committee

The Compliance and Ethics Committee assists the Board in overseeing the Company's Corporate Compliance and Ethics Program and the Company's global compliance with various international and domestic laws and regulations, including those related to the U.S. Food and Drug Administration and requirements of the U.S. Foreign Corrupt Practices Act and other applicable global anti-corruption laws. The committee also assists the Board in overseeing the Company's compliance with quality and regulatory standards and policies, and compliance with the Company's own Corporate Code of Conduct, policies, and procedures.

The Compliance and Ethics Committee met 4 times in 2024.

The Board has adopted a written charter for the Compliance and Ethics Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Hannon, Mr. Finegan, and Ms. Maniar currently serve as members of the Compliance and Ethics Committee, with Mr. Hannon serving as Chair. Each of these members have been determined by the Board to be independent under the current Nasdaq and SEC rules. The Compliance and Ethics Committee's charter requires that a majority of members must be independent.

The Nominating, Governance and Sustainability Committee

The Nominating, Governance and Sustainability Committee assists the Board in identifying qualified individuals to become Board members, recommends nominees for election at each annual meeting of shareholders to the Board, develops and recommends the Company's corporate governance principles and guidelines to the Board, and evaluates potential candidates for executive positions as appropriate. In connection with this role, the committee periodically reviews the composition of the Board in light of the characteristics of independence, skills, experience, and availability of service, with an emphasis on the particular areas of skill and experience needed by the Board at any given time. The committee periodically reviews succession planning with the Chair of the Board and the President and Chief Executive Officer, and makes recommendations to the Board in connection with succession planning. The committee oversees the Board's annual self-evaluation process, which includes the completion of an evaluation process covering the Board, each committee, and individual director performance. In addition, the committee oversees the Company's CR programs, inclusive of climate-related matters; reviews gap analyses; company initiatives; and receives reports from management on CR matters.

The Nominating, Governance and Sustainability Committee met 5 times in 2024.

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The Board has adopted a written charter for the Nominating, Governance and Sustainability Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Burris, Mr. Henneman, Mr. Kummeth and Mr. Paolucci currently serve as members of the Nominating, Governance and Sustainability Committee, with Mr. Henneman serving as Chair. All members of the committee have been determined by the Board to be independent under applicable Nasdaq rules.

Board's Role in Risk Oversight

The Board plays an important role in overseeing various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee's expertise or charter. For example, the Audit and Finance Committee oversees our financial statements and receives reports on the Company's enterprise risk management program, the Compliance and Ethics Committee assists in the Board's oversight of compliance with certain legal and regulatory requirements, the Compensation and Talent Development Committee oversees the Company's compensation plans and assures that such plans properly discourage unnecessary and inappropriate risk taking by management, and the Nominating, Governance and Sustainability Committee oversees the identification of potential Board or executive candidates and the Company's CR programs, inclusive of climate-related matters. The Board believes the composition of its committees, and the distribution of the particular expertise of each committee's members, makes this an appropriate structure to more effectively monitor these risks.

An important feature of the Board's risk oversight function is to receive updates from its committees and management, as appropriate. In that regard, the Board regularly receives updates from the President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Compliance and Risk Officer, including in connection with material litigation and legal compliance matters. The Board also receives updates at quarterly in-person or virtual Board meetings on committee activities from each committee Chair. In addition, the senior executive of each Company division or business unit periodically reviews and assesses the most significant risks associated with his division or unit. These assessments are then aggregated by our management team and presented to the Board. The Board regularly discusses with management these risk assessments and includes risk management and risk mitigation as part of its oversight of the enterprise risk management program and its ongoing strategic planning process.

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Cybersecurity Risk Management

We have implemented cybersecurity programs designed to maintain and protect our information technology systems and the confidentiality, integrity, and availability of our data. These programs serve to maintain compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers, and business partners. We engage third parties as part of our cyber program, including external security firms that provide security technology, conduct regular security audits, and conduct penetration testing. We also engage third parties to conduct regular drills, such as tabletop exercises, to help with our overall preparedness. Our employees are responsible for complying with our data security standards and are required to complete annual training to understand the behaviors and technical requirements necessary to keep data secure. We also require that cybersecurity training be part of the onboarding process for new hires. Cybersecurity is an important component of our enterprise risk management program. The Board of Directors Audit and Finance Committee has oversight over and regularly reviews our cybersecurity, including IT risks, controls, procedures, and plans to mitigate cybersecurity risks and respond to security incidents. The Audit and Finance Committee receives reports on at least a quarterly basis on, among other issues, our cyber risks and threats, the status of projects, management's strategies to strengthen our IT systems, assessments of our security program, third-party assessments and testing, our emerging threat landscape, and the review of our cybersecurity insurance policy. Pursuant to our incident response procedures, material cyber incidents will be reported to the Chair of the Audit and Finance Committee upon a determination of material status. Due to the importance of cybersecurity, the full Board also receives updates on cybersecurity matters from management at least annually.

Corporate Code of Conduct

We maintain a corporate code of conduct ("Code of Conduct") that is applicable to our directors and all employees worldwide, inclusive of executive officers. The Code of Conduct is available for review under the "Investors > Governance > Governance Documents" section of our website at www.orthofix.com.

The goals of our Code of Conduct, as well as our general corporate compliance and ethics program, are to deter wrongdoing and to promote (i) honest and ethical conduct, (ii) full, fair, accurate, timely, and understandable disclosures to the SEC and in other public communications made by us, (iii) compliance with applicable laws, rules, and regulations, (iv) prompt reporting of suspected violations of our Code of Conduct through appropriate and identified channels, and (v) accountability for adherence to our Code of Conduct. Our Code of Conduct applies to all areas of professional conduct, including customer relationships, conflicts of interest, financial reporting, use of company assets, insider trading, intellectual property, confidential information, and workplace conduct. Under our Code of Conduct, employees, directors, and executive officers must promptly report potential violations of the Code of Conduct, or any applicable law or regulation to appropriate personnel or via our hotline.

We intend to disclose any substantive amendment to, or a waiver from, a provision of the Code of Conduct for a principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on our website at the address specified above.

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Insider Trading; Hedging and Pledging Policies

We have an insider trading policythat governs the purchase, sale and other transactions of our securities by directors, officers and employees, as well as consultants, independent contractors or designated agents, and their respective family members and controlled entities. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Standards. Our Insider Trading Policy prohibits persons covered by the policy from engaging in certain speculative transactions or transactions designed to offset decreases in the market value of our securities, including short sales, publicly-traded options and hedging. Our Insider Trading Policy also prohibits persons covered by the policy from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan. The full text of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Under the Company's Corporate Governance Guidelines and Insider Trading Policy, all directors, executive officers and certain employees considered "insiders" are prohibited from engaging in hedging transactions involving the Company's common stock, including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, all such persons are prohibited from holding the Company's common stock in a margin account or otherwise pledging such shares as collateral for a loan.

Shareholder Communications with the Board

To facilitate the ability of shareholders to communicate with the Board, we have established an electronic mailing address and a physical mailing address to which communications may be sent: boardofdirectors@orthofix.com, The Board of Directors, c/o Chair of the Board, Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

The Chair of the Board reviews all correspondence addressed to the Board and presents to the Board a summary of all such correspondence and forwards to the Board or individual directors, as the case may be, copies of all correspondence that, in the opinion of the Chair of the Board, deals with the functions of the Board or committees thereof or that they otherwise determine requires their attention. Examples of communications that would not be forwarded include solicitations for products and services or items of a personal nature not relevant to us or our shareholders. Directors may at any time review the log of all correspondence received by Orthofix that is addressed to members of the Board and request copies of any such correspondence.

Nomination of Directors

As provided in its charter, the Nominating, Governance and Sustainability Committee identifies and recommends nominees for election to the Board and will consider nominations submitted by shareholders. The Nominating, Governance and Sustainability Committee Charter is available for review on our website at www.orthofix.com.

The Nominating, Governance and Sustainability Committee seeks to create a Board that is strong in its collective diversity of skills and experience with respect to executive leadership, finance, research and development, corporate governance, corporate responsibility, operations, compliance, quality and regulatory matters, global business, sales, distribution, technologies and industry knowledge. The Nominating, Governance and Sustainability Committee reviews with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence, skills, experience, and availability of service to Orthofix of its members and of anticipated needs. If necessary, we will retain a third party to assist us in identifying or evaluating any potential nominees for director. When the Nominating, Governance and Sustainability

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Committee reviews a potential new candidate, it looks specifically at the candidate's qualifications in light of the needs of the Board at that time given the then current mix of director attributes.

As provided for in our Corporate Governance Guidelines, in nominating director candidates, the Nominating, Governance and Sustainability Committee strives to nominate directors that exhibit high standards of ethics, integrity, commitment, and accountability. In addition, our Corporate Governance Guidelines state that all nominations should attempt to ensure that the Board shall encompass a range of talent, skills, and expertise sufficient to provide sound guidance with respect to our operations and activities. Other than as set forth in the Corporate Governance Guidelines with respect to the Board's objective in seeking directors with a collective diversity and range of talent, skills and expertise, the Board and the Nominating, Governance and Sustainability Committee do not have a formal policy with respect to the ethnic or gender diversity of directors, but consider guidelines issued by regulatory agencies and the policies and input of institutional investors.

Under our Corporate Governance Guidelines, directors must inform the Chair of the Board and the Chair of the Nominating, Governance and Sustainability Committee in advance of accepting an invitation to serve on another company's board of directors. In addition, no director may sit on the board of directors of, or beneficially own a significant financial interest in, any business that is a material competitor of Orthofix. The Nominating, Governance and Sustainability Committee reviews any applicable facts and circumstances relating to any such potential conflict of interest and determines in its reasonable discretion whether a conflict exists.

To recommend a director nominee, a shareholder may send a notice addressed to The Board of Directors, Chair of the Nominating, Governance and Sustainability Committee of Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056. This notice must be received in a timely manner in accordance with the requirements of our Bylaws and must include certain information regarding the candidate, a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above, and the candidate's signed consent to be named in the proxy statement and to serve as a director if elected. See the section titled, "Information About Shareholder Proposals," below, for additional information. Once we receive the recommendation, the Nominating, Governance and Sustainability Committee will determine whether to contact the candidate to request that he or she provide us with additional information about the candidate's independence, qualifications and other information that would assist the Nominating, Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Candidates must respond to our inquiries within the time frame provided in order to be considered for nomination by the Nominating, Governance and Sustainability Committee.

The Nominating, Governance and Sustainability Committee has not received any nominations for director from shareholders for the Annual Meeting.

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Since 1980, Orthofix has evolved and grown to become a leading medical device company focused on spine and orthopedics solutions. Our mission is to provide medical technologies that heal musculoskeletal pathologies for patients and the healthcare professionals who treat them. We approach issues surrounding sustainability guided by our mission.

Over the past few years, we have enhanced our CR strategy to align with the broader transformation of our business. Our Executive Leadership Team ("ELT") and our Board recognized the importance of embedding environmental and social priorities within our business operations and approved an enhanced and modernized CR strategy intended to drive additional progress on initiatives that promote sustainability. The Nominating, Governance, and Sustainability Committee of the Board provides direct oversight of our practices and reporting with respect to sustainability, with updates provided on sustainability matters on a regular basis.

In 2024, we continued to build on our strong Corporate Responsibility foundation, accelerating the positive impact on our stakeholders through education and awareness of our sustainability strategy, embedding sustainability principles into our business, and setting realistic targets for measuring our efforts as we make progress. With a strong foundation and clear direction, we moved forward in 2024 with new programs and initiatives designed to advance our long-term sustainability, financial, and reputational goals. We also bolstered our CR Working Group, which is responsible for leading our sustainability strategy and monitoring our CR initiatives, by including a broader group of employees. This group includes cross-functional subject matter experts from Finance, Operations, Supply Chain Management, Quality, Facilities, and Regulatory Compliance.

In 2024, we focused on ensuring compliance with current and upcoming regulations both in the U.S. and E.U. We also updated our Sustainability Roadmap to guide us through the next several years.

Against this backdrop, we continue to engage with our internal and external stakeholders on sustainability topics to help further inform our future direction and priorities. The five tenets of our sustainability strategy are:

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Orthofix's website contains information on our governance, environmental and social policies and programs, including the following:

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For more information on our Corporate Responsibility program, or to read our ESG Fact Sheet, please visit our corporate website:

https://ir.orthofix.com/governance/corporate-sustainability/default.aspx

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Compensation Committee Interlocks and Insider Participation

The Compensation and Talent Development Committee, comprised entirely of independent, non-management directors, is responsible for establishing and administering the Company's policies involving the compensation of its executive officers. No member of the Compensation and Talent Development Committee (i) was, during the year ended December 31, 2024, or has previously been, an officer or employee of the Company, or (ii) had any material interest in a transaction with the Company or a business relationship with, or any indebtedness, to the Company. No interlocking relationships existed during the year ended December 31, 2024 between any member of the Board or the Compensation and Talent Development Committee and an executive officer of the Company.

Approval of Related Person Transactions

Our policy regarding transactions with related persons, which is set forth in our Corporate Code of Conduct and Audit and Finance Committee charter, is that the Audit and Finance Committee will review and approve or ratify all transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) involving amounts exceeding $120,000 in which the related person has a direct or indirect material interest.

Transactions with related persons in 2024

One former member of the Board, Dr. Stuart M. Essig, who served as a director until June 2024, is currently Chair of the Board of Directors of Integra LifeSciences Holdings Corporation ("Integra"), a position he has held since January 2012, having served on the Integra Board of Directors since December 1997. In February 2024, Dr. Essig became Integra's Executive Chairman in connection with its search for a new President and Chief Executive Officer. He also served as Integra's Chief Executive Officer from 1997 until 2012. As a result of the Company's merger with SeaSpine, Orthofix is party to a supply agreement between Integra and SeaSpine. Integra is the Company's supplier of microfibrillar collagen for our product currently marketed as IsoTis MozaikTM Collagen Ceramic Matrix. The Company paid Integra $0.6 million during Dr. Essig's 2024 term in connection with this supplier agreement. This transaction was disclosed to and approved by the Audit and Finance Committee in compliance with our Corporate Code of Conduct and Audit and Finance Committee charter.

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Executive Overview

We focus our compensation program for our named executive officers ("NEOs") and other executives on financial, strategic, and operational goals established by the Board of Directors and designed to create sustained value for our shareholders. Our guiding compensation principle is to pay for performance. Our executive compensation program is designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking.

Consistent with our pay-for-performance philosophy, a significant portion of our NEOs' compensation was delivered in equity-based awards for 2024. For the 2024 annual equity-based grant (excluding inducement awards), 50% of the award value was delivered via performance-based restricted stock units, 25% percent of the award value via time-based vesting stock options and 25% percent of the award value delivered via time-based vesting restricted stock units. For information on inducement awards to our NEOs hired in 2024, see "Executive Leadership Transition" below.

In addition, a significant portion of our NEOs' cash compensation was at risk via our annual cash incentive program, which is 100% performance-based. The Compensation and Talent Development Committee (referred to throughout this Compensation Discussion and Analysis section as the "Committee") has consistently set challenging financial performance goals under the annual cash incentive plan that rewards executives for achieving or exceeding the annual operating plan. The approach for setting the financial performance goals under the annual cash incentive plan was similar in 2024 as compared to prior years. Our annual cash incentive program in 2024 also included an enterprise CR objective relating to community service. Actual performance for individuals serving in the offices of Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People and Business Operations Officer exceeded target performance goals in 2024. Actual performance of the Global Spine business in 2024 fell short of the target performance goals, which resulted in a lower than target payout for Mr. Reinhardt.

The Committee believes that its overall compensation program for NEOs demonstrates the Committee's pay-for-performance philosophy.

Notable financial results and operational accomplishments in 2024 include the following:

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Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

What we do:

Align executive pay with the overall performance of our business and the Company's common stock

Set meaningful performance targets for annual and long-term performance-based awards, approved by the Committee

 Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards

Discourage unnecessary and inappropriate risk taking, and we obtain an annual independent risk assessment analysis of our executive compensation program

Maintain robust stock ownership guidelines for our executive officers and directors, which were recently updated in December 2024

Maintain an incentive compensation clawback policy for executive officers

Include "double-trigger" change in control vesting provisions in all equity grants to executive officers; we have no "single-trigger" cash or similar payment rights for executives upon a change in control

Retain an independent compensation consultant

What we don't do:

X Pay dividends or dividend equivalents on unvested stock options, unvested time-based vesting stock awards, or unearned performance-based vesting stock awards

XHave employment agreements with our executive officers (unless required by law)

XPay excise tax gross-ups for change in control payments

XReprice stock options without shareholder approval

XProvide excessive perquisites

XPermit hedging or pledging of our securities by certain employees considered "insiders", including our executive officers or directors

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Named Executive Officers

For 2024, our NEOs were the following individuals:

Executive Leadership Transition

During the first eight months of 2024, the Board appointed a new senior leadership team, following the departures of three executive officers in September 2023. This included hiring a new President and Chief Executive Officer and new Chief Financial Officer in January 2024 and hiring a new Chief People and Business Operations Officer, Chief Legal Officer and President, Global Spine, in the months that followed.

As part of the hiring process, the Committee approved compensation offers designed to incentivize top talent to join the organization, taking into account current market dynamics in the medical device industry and the desire to align compensation with the creation of long-term shareholder value. In determining compensation levels, the Committee evaluated each executive's background, experience and role within the organization relative to market data for similarly situated executives in the Company's approved peer group and market survey data, to align the sign-on package with industry standards. The Committee also considered the executive's previous compensation, including any awards, bonuses or benefits that they had to forego by leaving their former employer.

Equity awards given to executives as an employment inducement were designed to include both a one-time "sign-on" amount and a regular annual grant, which were sometimes awarded separately and other times combined into a single aggregate award. For Mr. Calafiore, Ms. Andrews, Mr. Cedrón and Mr. Reinhardt, 50% of the equity awards were performance-based restricted stock units. These vest after three years, depending on how well the Company's stock performs compared to an industry index. Vesting can range from 0% to 200% of the target, based on the achievement of performance goals. Additionally, 25% of the equity awards were time-based stock options. These stock options also have the vesting condition that the Company's stock price must reach 150% of the grant price over a one-month period during the term. Therefore, 75% of these equity awards are performance-driven, rewarding executives only if the Company creates shareholder value, and 25% are based solely on the passage of time.

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The following describes the specific awards made to each NEO hired in 2024:

In connection with the appointment of Mr. Calafiore and Ms. Andrews, the respective interim positions held by Ms. Burzik and Mr. Gillespie terminated. Mr. Gillespie continues to serve as Chief Accounting Officer.

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Ms. Elting departed the Company as an employee and officer effective July 5, 2024, after eight years of executive officer service at the Company and executive leadership transition activities that provided her with the right to receive certain "good reason"-based severance payments and equity award acceleration rights upon resignation under her Change in Control and Severance Agreement. In connection with her separation, the Committee and Ms. Elting negotiated and entered into a separation and release agreement. This agreement memorialized Ms. Elting's rights to receive payments and benefits under her Change in Control and Severance Agreement, accelerated certain time-based vesting equity awards granted in 2023 and 2024, and provided for a 12-month extension of her stock option exercise period from the length provided under her Change in Control and Severance Agreement. In determining to approve the terms of this separation and release agreement, including the additional equity acceleration and extended stock option exercise period, the Committee took into account that the separation and release agreement (i) required Ms. Elting to comply with certain post-closing restrictive covenants, and that her severance payment would not be made until 6 months following separation and would be subject to compliance with such covenants, and (ii) contained a general release of claims. In addition, the Committee took into account that, upon the departure of the Company's prior interim Chief Legal Officer in November 2024, Ms. Elting had fulfilled the interim Chief Legal Officer function until April 2024, while also serving as the Company's President, Orthopedics. The Committee also noted Ms. Elting's important role in helping to integrate new leadership team members during the first half of 2024, and her continuing and ongoing cooperation with the Company with various transition activities related to the Orthopedics business unit and legal department.

Compensation Guiding Principles and Philosophy

The Committee is comprised solely of independent directors. The Committee recommends to the Board for determination by the Board, the President and Chief Executive Officer's compensation, and discharges the responsibilities of the Board relating to all compensation of the Company's other Section 16 officers and ELT members, including equity-based compensation for other key employees. The Committee conducts itself in large part by our Executive Compensation Guiding Principles. These guiding principles include a compensation approach for executives that reflects a meaningful "pay-for-performance" philosophy and seeks to align compensation payouts with the goals of growing our business and increasing sustainable shareholder value.

Our Executive Compensation Guiding Principles, which are reviewed and affirmed by the Committee annually, are as follows:

Management is responsible for effectively communicating the design and administration of the compensation program to employees. Consistent with these principles, the Committee's compensation philosophy is to fairly compensate executive officers with an emphasis on providing incentives that balance our short-term and long-term objectives.

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In implementing the "pay-for-performance" compensation philosophy for the Company's executive officers, the Committee places considerable emphasis on variable elements of pay within the executive compensation program. For 2024, the variable elements of our executive compensation program consisted of the Company's annual cash incentive plan, which is designed to reward executive officers for achieving specific financial and operational performance goals during the fiscal year, as well as a long-term incentive plan that consisted of a combination of (i) stock options, which only have value if the value of our stock price appreciates over the life of the option, (ii) performance-based vesting restricted stock units, and (iii) time-based vesting restricted stock units.

The Committee seeks to provide payouts through the annual cash incentive plan based on actual performance relative to pre-established financial and operational performance goals reflecting strong financial performance by the Company and its business units. These pre-established performance goals also incorporated (i) an operational objective related to the launch of new products and (ii) an enterprise CR objective relating to community service.

The Committee also seeks to align executives' interests with shareholders via grants of equity compensation, which encourage executives to focus on achieving longer-term goals and sustained increases in shareholder value, as the value of these awards is directly commensurate with the fluctuations in the value of the Company's common stock.

In addition to variable compensation programs, executives also receive health and welfare benefits (including our 401(k) plan) that are generally consistent with the level of health and welfare benefits provided to all U.S. based Company employees and those provided by companies in our industry peer group.

Compensation Process

The Committee is responsible for establishing and evaluating Company compensation policies and determining, approving and evaluating executive compensation programs, including the total compensation packages for our Section 16 officers and other members of our ELT. The Committee is also responsible for administering the Company's equity incentive plans and other executive compensation policies. The Committee recommends for approval by the Board the compensation of the President and Chief Executive Officer and specifically considers and approves the individual compensation for our other Section 16 officers and members of our ELT. The President and Chief Executive Officer is prohibited from being present during Committee or Board voting or deliberations with respect to his own compensation arrangements. The Committee also is responsible for making recommendations to the Board regarding the compensation of non-employee directors. The Committee relies on the President and Chief Executive Officer to make recommendations on certain aspects of compensation, as discussed below. The Committee acts under a written charter adopted by the Board. The Committee reviews its charter annually and recommends any changes to the Board. The charter is available on our website at www.orthofix.com. Messrs. Bazaar, Hannon, Kummeth and Paolucci currently serve as the members of the Committee, with Mr. Kummeth serving as Chair.

Each member of the Committee is an independent, non-employee, non-affiliated, outside director. The Committee has furnished its report below.

Role of Executive Officers

At the Committee's request, from time to time, certain of our senior management present compensation-related topics to the Committee. For instance, while the Committee approves, or recommends to our Board for

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approval, all elements of compensation of our Section 16 officers and other members of the ELT, the Committee requests on an annual basis that senior management aid the Committee in fulfilling its duties by facilitating the gathering of information relating to potential financial and/or operational performance targets and actual performance under our annual cash incentive program, as well as for possible equity incentive grants. The Committee then reviews this information in connection with making recommendations to the Board, setting annual incentive targets, making equity compensation grants, ratifying the achievement of financial or operational metrics under the Company's annual cash incentive plan, or in approving that certain performance or market criteria have been achieved for certain equity awards.

Under our Executive Compensation Guiding Principles, management is responsible for compensation decisions related to all employees who are not Section 16 officers or members of the ELT, subject to limits established by the Committee (e.g., long-term incentive awards and change in control agreement participation). In this context, our President and Chief Executive Officer has general oversight of the compensation process for such employees and provides input to the Committee in such capacity. Our President and Chief Executive Officer also provides the Committee with additional input, perspective, and recommendations in connection with the Committee's salary determinations for our Section 16 officers (other than himself) and members of the ELT. Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief People and Business Operations Officer, and Chief Human Resources Officer frequently attend meetings of the Committee in these respective capacities. These individuals are excluded from any Committee or Board deliberations or votes regarding their own compensation.

Compensation Consultant

The Committee has the authority under its charter to retain, at the Company's expense, independent compensation consultants to assist in evaluating compensation decisions. The Committee also has the authority to terminate those engagements. In accordance with this authority and to aid the Committee in fulfilling its duties, the Committee has engaged Meridian Compensation Partners ("Meridian") as its independent compensation consultant since September 2024. Prior to September 2024, Mercer had been engaged by the Committee to provide executive compensation consulting services.

At the Committee's request, the compensation consultant periodically conducts reviews and recommends updates to our executive officer and director compensation programs and long-term incentive practices.

In connection with their engagement, Mercer and Meridian each reported to the Committee regarding their respective independence based on the six factors outlined in SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Committee considered these factors and concluded that both Mercer and Meridian are independent and that their respective engagement by the Committee raised no conflicts of interest.

Peer Group Benchmarking

Decisions related to executive compensation program design and pay levels are informed, in part, by the practices and pay levels of comparable peer organizations. The Committee engages its independent compensation consultant to conduct an annual executive compensation analysis that provides market competitive levels of total compensation. The assessment used in connection with setting 2024 compensation was provided by Mercer and compared the compensation levels of our Section 16 officers and members of our ELT with market data to determine whether their compensation levels remained consistent with market practice and our compensation philosophy. In conducting the assessment, Mercer made comparisons to our industry peer group and survey data including companies in the life sciences/medical devices industries.

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In conducting the benchmarking for 2024 pay decisions, Mercer utilized a selection of 18 peer companies. The members of the peer group were selected for inclusion principally because of their overall similarity to Orthofix in terms of annual revenue, industry sector/sub-sector, medical technology product lines and international penetration. The peer group for 2024 pay decisions consisted of the following companies in the life sciences/medical devices industries, with whom we compete against for executive talent:

1NuVasive, Inc. merged with Globus Medical in September 2023

The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholders with the opportunity to cast an annual advisory, non-binding vote on executive compensation (a "say-on-pay proposal"), and subsequently evaluates these results and any feedback received by shareholders. At the 2024 annual meeting of shareholders, the Company's say-on-pay proposal was supported by approximately 97% of the votes cast at the meeting, which we believe supports the Company's "pay-for-performance" approach to executive compensation.

The Committee evaluated the results of the vote and believes that the voting results over the course of the last several years (which has included 90% or greater approval votes at each of the Company's last nine annual meetings of shareholders) affirm shareholders' overall support of the Company's approach to executive compensation. The Committee believes that its continued efforts to evolve the Company's compensation programs towards policies viewed by institutional and other shareholders as aligning executive compensation with the interests of shareholders and good corporate governance are reflected in these recent vote results.

In addition to responding to the input of shareholders, the Committee has also considered many other factors in designing and evaluating the Company's executive compensation programs, including the alignment of our compensation programs with our corporate business objectives, periodic analysis of our programs by the compensation consultant, and an annual review of data versus a comparator group of peer companies. Each of these factors is evaluated in the context of the Committee members' fiduciary duty to act as the directors determine to be in shareholders' best interests. Each of these factors informed the Committee's decisions regarding named executive officers' compensation for 2024. The Committee will continue to consider feedback

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from shareholders, including the outcome of the Company's say-on-pay votes, when making future compensation decisions for its named executive officers.

Elements of Executive Compensation

Overview

Our compensation program for executive officers and other key employees consists of three primary elements:

The Committee reviews annually what portion of the Section 16 officers and other ELT members' total compensation should be in the form of salary, target annual cash bonus opportunity and long-term equity-based incentive compensation. The Committee believes an appropriate mix of these elements, commensurate with our Executive Compensation Guiding Principles, will assist the Committee in meeting its compensation objectives. In addition, as further described below, we sometimes grant one-time bonuses and stock awards in connection with new hires and promotions, for retention, or special recognition purposes. As part of its decision-making process, the Committee reviews information setting forth all components of the compensation and benefits received by our named executive officers. This information includes a specific review of dollar amounts for salary, target bonus opportunity, and long-term equity-based incentive compensation.

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation, and long-term equity incentive compensation award values at target) for Mr. Calafiore, our President and Chief Executive Officer, and our other named executive officers for 2024. These charts illustrate that 92% of our President and Chief Executive Officer's annual total target direct compensation and 83% of our other named executive officers' annual total target direct compensation was performance-based or variable.

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Annual Salary

The Committee recommends, for approval by the Board, the annual salary for our President and Chief Executive Officer and determines the annual salary for our other Section 16 officers and members of our ELT. In making these recommendations and determinations, the Committee considers proxy peer data and/or market survey data for each individual person, with the midpoint of the salary range being the 50thpercentile of the market. The Committee positions actual base salary within the salary range based on a variety of factors including an executive's experience, performance, and contribution to Orthofix's success. The Committee endeavors to use the full width of the salary range to differentiate pay.

The 2024 annual base salary amounts for our NEOs were as follows:

(1)Reflects titles and positions held during the 2024 calendar year.

(2)Represents Mr. Gillespie's annualized salary during the period in January 2024 in which he served as the Company's Interim Chief Financial Officer. After such time, Mr. Gillespie was employed by the Company as its Chief Accounting Officer.

(3)Represents Ms. Burzik's annualized salary during the period in January 2024 in which she served as the Company's Interim Chief Executive Officer.

(4) Represents Ms. Elting's annualized salary during the period between January 2024 and July 2024 in which she served as the Company's President, Global Orthopedics.

Cash Performance-Based Incentives - Annual Incentive Program

The Committee believes that a significant portion of the compensation for each Section 16 officer and other members of the ELT should be in the form of an annual performance-based cash bonus. These bonuses are provided through our annual cash incentive program, which seeks to align any payout to an executive with actual financial performance of the Company relative to certain pre-established financial and operational performance targets.

The Committee is responsible for approving the annual bonus plan design every year. At the outset of each year, the Committee establishes target financial and operational performance goals and a range of performance around the target performance goals for which a bonus would be paid as described below. The plan design, metrics, and threshold, target, and maximum goals support the annual corporate operating plan for the year.

The Committee established and approved performance goals at the outset of 2024, which goals were based on (i) net sales, (ii) adjusted EBITDA, (iii) adjusted free cash flow, (iv) new product introduction targets derived from

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the Company's internal budget and financial forecast, and (v) an enterprise CR objective associated with community service hours.

The performance goals for individuals serving in the offices of President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People and Business Operations Officer at any point during the year (whether on a full-time or interim basis), were based on Company-wide net sales weighted at 30%, Company-wide adjusted EBITDA weighted at 30%, Company-wide adjusted free cash flow weighted at 25%, new product introductions weighted at 10% and the Company enterprise CR objectives weighted at 5%.

For Mr. Reinhardt and Ms. Elting, the Company-wide net sales, adjusted EBITDA, adjusted free cash flow, new product introductions, and Company enterprise CR objective metrics were weighted at 15%, 30%, 25%, 10%, and 5%, respectively, while net sales for each of Mr. Reinhardt and Ms. Elting's business segments (Global Spine and Global Orthopedics, respectively) was also weighted at 15%.

Adjusted EBITDA consists of EBITDA (defined as GAAP-derived net income from operations plus net interest expense, income tax expense, depreciation and amortization) net of credits or charges that were considered by the Committee at the time bonus targets were set to be outside of the normal ongoing operations of the Company. Adjusted free cash flow is a non-GAAP financial measure, consisting of net cash flows from operating activities (a GAAP measure), less capital expenditures (a GAAP measure), and excluding certain activities considered by the Committee, at the time bonus targets were set, to be outside of the normal ongoing operations of the Company.

An executive could earn from 0% to 150% of his or her targeted bonus based upon actual performance measured against the range of established performance goals. The Committee determined that no payouts would be made for performance below the 50% achievement threshold on any specific goal.

The enterprise CR objectives for 2024 pertained to employee engagement in community service across at least 30% of the global organization with a minimum of 1,750 hours contributed across the Company.

Performance against the goals was measured and assessed by the Committee in February 2025. Each of the Committee members participated in and approved the assessment of performance against the goals.

The table below outlines the threshold, target, and maximum performance goals relative to actual achievement for the financial performance metrics described above in 2024.

Actual weighted performance for individuals serving in the offices of President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief People and Business Operations Officer exceeded target performance goals in 2024. Actual performance of the Global Spine business in 2024 fell short of the target performance goals, which resulted in lower than target payout for Mr. Reinhardt, as illustrated in the table below, demonstrating the Committee's commitment to its pay-for-performance philosophy.

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(1)Committee approval of financial performance targets provided that actual results would be adjusted to eliminate the effect of subsequent currency fluctuations. The amounts shown in the table represent actual reported amounts as adjusted to reflect such pre-approved constant currency adjustments.

(2)Adjusted EBITDA amounts shown are prior to the inclusion of expense associated with the annual incentive plan.

(3)The weighted percent achievement based on these metrics resulted in a payout of 102.1% for each of Mr. Calafiore, Ms. Andrews, Mr. Cedrón, Mr. Gillespie, and Mr. Vitale. As the net sales component for Mr. Reinhardt's bonus was weighted at 15% on Company-wide Net Sales and at 15% on Global Spine Net Sales, this resulted in a weighted percent achievement of 89.7% for Mr. Reinhardt. In all cases, no post-performance adjustments were made to the weighted percent achievement as computed by the applicable formula.

In conjunction with her change in control and severance agreement, Ms. Elting received a pro-rated cash bonus for the 2024 calendar year equal to her respective target bonus amount for the portion of the 2024 calendar year she was employed by Orthofix (see section titled "Separation and Release Agreement with Kimberley A. Elting"). Ms. Burzik was not eligible for a payout under the annual incentive program and thus is excluded from the tables above and below.

Aggregate Payouts

The resulting payouts under the annual incentive program are described in the table below:

(1)Amounts shown for Mr. Gillespie reflect changes to his compensation effective March 4, 2024, when he was employed by the Company as Chief Accounting Officer.

Payouts to the named executive officers under the annual incentive program are reflected in column (g) of the "Summary Compensation Table."

Long-Term Equity-Based Incentives

Long-Term Incentive Plan - 2012 LTIP and SeaSpine 2015 Plan

In accordance with our Executive Compensation Guiding Principles, the creation of sustainable shareholder value by means of equity incentive awards is a very important element of the total compensation provided to executives at Orthofix.

Our primary equity compensation plan is the 2012 LTIP, which was originally approved by our shareholders at the Company's 2012 annual meeting, with amendments further increasing the number of shares authorized under the plan being approved by our shareholders, most recently at the Company's 2024 annual meeting.

In connection with the Company's merger with SeaSpine, the Company assumed awards outstanding under the SeaSpine 2015 Plan. All former SeaSpine employees and all new employees of the Company and its subsidiaries and affiliates hired after January 5, 2023 are eligible and may receive awards under the SeaSpine 2015 Plan.

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The Committee recommends to the Board the long-term incentive plan grants for our Chief Executive Officer, and the Board determines such grants after taking into account such recommendations. The Committee determines the long-term incentive plan grants for our other Section 16 officers and members of the ELT.

In addition, the Committee occasionally offers inducement grants (in accordance with applicable Nasdaq rules) to newly hired employees outside of shareholder approved plans, as done in connection with new executive appointments in 2024. These inducement grants have been made on terms that are substantially similar to grants under the 2012 LTIP.

For the 2024 annual equity-based grant (excluding inducement awards), 50% percent of the award value was delivered via performance-based restricted stock units ("PSUs"), 25% percent of the award value was delivered via time-based stock options, and the remaining 25% percent of the award value was delivered via restricted stock units with time-based vesting ("RSUs").

Time-Based Restricted Stock Units and Stock Options

In 2024, the Committee granted executives 25% of their respective annual long-term incentive award in the form of RSUs and 25% in the form of stock options. Under the Company's existing arrangements with executives, the unvested portion of any RSU or stock option grant is forfeited if the executive voluntarily ceases employment prior to vesting without "good reason." In the event that the executive is terminated by the Company with "cause," any remaining unvested portion of the grant is forfeited. In the event that the executive is terminated by the Company without "cause" or quits employment for "good reason," a portion of the award vests on an accelerated basis (unless such termination of employment occurs within 24 months following "change in control," in which case the entire award vests on an accelerated basis). In the event the executive dies or suffers a long-term disability, the full grant vests. In all of the foregoing circumstances, vested stock options are subject to a limited post-employment exercise period, which ranges from 3 to 36 months depending on the circumstance. In the case of stock options held by employees who remain continuously employed, the options typically expire and are no longer exercisable 7 years from the grant date, based on the Company's standard grant agreement.

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In connection with the merger with SeaSpine, which was consummated in January 2023, the Board determined that the merger would be treated as a "corporate transaction" and a "change in control" under the Company's equity compensation plans and applicable employment-related agreements with executives, some of whom ceased employment with the Company in 2024, including Ms. Elting.

Performance-Based Stock Options

In 2024, the Committee granted to certain executives performance-based stock options in connection with the commencement of their employment with the Company. The performance-based stock options contain both performance and service conditions and will vest upon the later of the date on which each of the conditions is met. The Committee approved this design in consideration of the stock price at the time the awards were granted.

Performance-Based Restricted Stock Units

In 2024, the Committee granted 50% of executives' respective total annual long-term incentive award value in the form of PSUs. The PSUs have been structured so that they are earned based on the TSR of the Company's common stock relative to other companies in an applicable industry index during a three-year performance period following the date of grant. TSR is determined by (i) the change in share price and (ii) the payment of dividends and other distributions on a company's shares during the performance period. TSR is measured using the average closing price during the 20 days preceding each of the beginning and the end of the performance period. The Committee used the S&P Healthcare Equipment Select Industry Index as the applicable industry index. Achieved vesting percentages are based on the following criteria:

In the event that the Company's TSR percentile rank for the performance period falls between any of the amounts set forth above (to the extent greater than the threshold and lower than the maximum), the vesting percentage will be determined by linear interpolation between such amounts.

The PSU award agreement provides that the vesting percentage may not exceed 100% if the Company's absolute TSR during the performance period is negative. In addition, the vesting percentage is capped such that the PSU award will never trigger the issuance of shares with a vesting date fair market value of more than five times the fair market value of the target award on the date of grant. Generally, if an executive voluntarily ceases employment without "good reason" or "qualified retirement" eligibility prior to the end of the three-year performance period, the entire award is forfeited.

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Incentive Compensation Recovery Policy

In accordance with implementing regulations of the Dodd-Frank Act and associated listing standards, in 2023 the Board adopted an updated incentive compensation recovery policy that provides for the mandatory recovery of incentive-based compensation from current and former executives that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement.

Perquisites and Other Personal Benefits

Our executive officers and other ELT members are entitled to or may otherwise be the beneficiaries of certain limited perquisites and other personal benefits, which have a collective value of less than $10,000 per year. However, in addition to other benefits as discussed within the Summary Compensation Table on page 46, certain executives received relocation benefits in excess of $10,000 during the years presented. These relocation benefits were offered to attract new leaders to the Company during a period of significant transition, consistent with market practices in recruiting top executive talent. Among other things, perquisites and benefits provided to our executive officers and other ELT members generally include reimbursement for tax preparation expenses, estate planning expenses, and an annual physical exam. We believe our perquisites to be consistent with the market practices for similarly situated companies. Under our Executive Compensation Guiding Principles, the perquisites available to executives require the approval of the Committee.

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Other Plans

Executive officers participate in our health and welfare benefits (including our 401(k) plan) on the same basis as other similarly situated U.S. employees.

Governance of Executive Compensation

As described previously, executive compensation for our Section 16 officers and other ELT members is reviewed and established annually by the Committee, which consists solely of independent directors. The Committee's compensation decisions are intended to reflect its ongoing commitment to strong compensation governance, which the Committee believes is reflected in the following elements of our executive compensation program:

(1)Inclusive of deferred stock units granted to directors.

The guidelines also include a 5-year phase-in period from the date of appointment or election, as applicable, and progress towards meeting and maintaining these amounts is measured periodically. Subject to phase-in periods for recent appointments, all executive officers and directors are in compliance with the policy at the present time.

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Accounting and Tax Effects

The impact of accounting treatment is considered in developing and implementing our compensation programs, including the accounting treatment as it applies to amounts awarded or paid to our executive officers.

The impact of federal tax laws on our compensation programs is also considered, including the deductibility of compensation paid to the named executive officers, as limited by Section 162(m) of the Code. Our compensation program historically had been designed with the intention that compensation paid in various forms may be eligible to qualify for deductibility under Section 162(m) of the Code, but there have been and may be other exceptions for administrative or other reasons. However, the Tax Cuts and Jobs Act of 2017 eliminated the exception under Section 162(m) for performance-based compensation and expanded the number of employees who may be covered by these deductibility limitations, which may have an effect on how we design future compensation programs and may affect the financial statement impact of executive compensation payments.

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The Compensation and Talent Development Committee has reviewed and discussed the Compensation Discussion and Analysis with the members of management of the Company and, based on such review and discussions, the Compensation and Talent Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's proxy statement.

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The following table sets forth the compensation earned by or paid to our named executive officers for each of the last three fiscal years during which the officer was a named executive officer.

(1)Reflects titles and positions held during, or for a portion of, the 2024 calendar year.

(2)Amounts shown do not reflect compensation actually received. Instead, the amounts shown are the aggregate grant date fair value of equity awards, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718.

(3)Amounts shown reflect cash bonuses paid in 2025, 2024, and 2023 for performance in 2024, 2023, and 2022, respectively, pursuant to our annual incentive program. Our annual incentive program with respect to the 2024 fiscal year, including the Committee's criteria for determining the amounts awarded in 2025, are described above under "Compensation Discussion and Analysis - Elements of Executive Compensation - Cash Performance-Based Incentives - Annual Incentive Program."

(4)Includes $297,422 for relocation expenses, $25,000 for reimbursement of tax preparation and legal fees, $13,800 for 401(k) matching, and $1,689 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(5) Includes $307,107 for relocation expenses, $13,800 for 401(k) matching, $1,727 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, and $417 for employer funded health savings account ("HSA").

(6) $879 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(7)Includes salary of $324,817, and $5,645 in stipends paid in connection with Mr. Gillespie's service as Interim Chief Financial Officer.

(8)Amount reflects a $60,906 retention payment, which was offered as an incentive for Mr. Gillespie to remain with the Company during the search for a permanent Chief Financial Officer.

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(9)$3,874 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(10) Includes $426,068 for relocation expenses, $2,215 for 401(k) matching, and $863 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(11) Includes $177,623 for relocation expenses, $12,271 for 401(k) matching, $1,164 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, and $333 for employer funded HSA.

(12) Includes $10,059 for 401(k) matching, and $14 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(13) Includes salary of $276,438, and $28,875 in stipends paid in connection with Ms. Elting's service as Interim Chief Legal Officer.

(14)Amount reflects the pro-rata bonus under the annual incentive program pursuant to Ms. Elting's change in control and severance agreement.

(15) Includes $13,800 for 401(k) matching, and $5,581 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

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The following table provides information regarding plan-based awards that were granted to our named executive officers during the fiscal year ended December 31, 2024. Our former executive was entitled to acceleration of certain of her equity-based incentives. The awards presented for Ms. Elting on June 18, 2024 reflect the incremental fair value recognized by the Company in connection with these accelerated restricted stock units and stock options, and stock option exercise period extensions.

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