Notice of Annual Meeting of Stockholders

Date and Time:		Location:
Wednesday, May 24, 2023 at 1:30 p.m. (EDT)		CONMED Headquarters: 11311 Concept Blvd Largo, FL 33773   And the Meeting Website: www.proxydocs.com/CNMD
Record Date:		Proxy Mail Date:
March 28, 2023		On or about April 11, 2023

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CONMED Corporation (the “Company”) will be held on Wednesday, May 24, 2023, at 1:30 p.m. EDT at the offices of the Company at 11311 Concept Boulevard, Largo FL 33773, and remotely through the internet for the following purposes:

The stockholders of record at the close of business on March 28, 2023, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

This year’s Annual Meeting will be a “hybrid” meeting. Stockholders may attend the Annual Meeting in person or virtually. Stockholders attending virtually will be able to attend the annual meeting, submit questions and vote during the live webcast by visiting www.proxydocs.com/CNMD (the “Meeting Website”) and entering the 16-digit control number included on their Notice of Internet Availability, their proxy card or their voting instruction form. Details on how to register for and participate in the Annual Meeting remotely by means of the Meeting Website accompany this Proxy Statement and are available on the Company’s website on the Annual Meeting page of the investor relations section.

Even if you plan to participate in the Annual Meeting, we request that you mark, date, sign and return your proxy in the enclosed self-addressed envelope as soon as possible so that your shares may be certain of being represented and voted at the meeting. Any proxy given by a stockholder may be revoked by that stockholder at any time prior to the voting of the proxy.

April 11, 2023

Meeting Instructions

Participating in the Annual Meeting

For Stockholders Who Are Registered Holders

Stockholders of record at the close of business on the record date of March 28, 2023, may attend the Annual Meeting in person, or may participate in the Annual Meeting remotely by accessing the online meeting platform at www.proxydocs.com/CNMD (the “Meeting Website”), clicking on the “I have a login” button and entering the 16-digit control number found on their proxy card. Once admitted to the Annual Meeting, stockholders will be able to ask questions and vote during the Annual Meeting by following the instructions provided on the online platform and described below. We urge stockholders who plan to attend in person to arrive 15 minutes beforehand, and for those who plan to participate remotely to log on 15 minutes prior to the start of the Annual Meeting:

Stockholders will also be able to view a List of Stockholders on the Meeting Website.

For Stockholders Whose Shares Are Held by a Broker (in Street Name)

Stockholders who hold shares through a broker, bank or other nominee (“Beneficial Holders”), may join the Annual Meeting remotely in one of two ways:

For Guests

Individuals who are not stockholders of record as of the close of business on the record date of March 28, 2023 or registered Beneficial Holders may attend the Annual Meeting in person, or may attend remotely as a “Guest” in listen-only mode by accessing the Meeting Website using the link provided above, clicking on the “I am a Guest” button and entering the requested information on the following screen. In order to ensure that there is sufficient time to respond to questions from stockholders, guests will not be permitted to ask questions.

Voting Shares In Person or Remotely

All stockholders are urged to vote and submit proxies in advance of the Annual Meeting by one of the methods described in this Proxy Statement. Stockholders are also encouraged to submit proxies as early as possible to avoid processing delays.

Stockholders who have not voted their shares prior to the Annual Meeting or who wish to change their vote, may vote their shares in person at the Annual Meeting, or electronically during the Annual Meeting by clicking on the “[Vote Here]” field on the Meeting Website.

Asking Questions Remotely

An opportunity will be provided to present questions and comments during the Question and Answer session of the Annual Meeting, which will include both questions submitted in advance and questions submitted live. Only stockholders of record as of the close of business on the record date of March 28, 2023 and Beneficial Holders who have registered (as described above) may submit questions for the Annual Meeting.

Questions may be submitted both in advance of and during the Annual Meeting either in person, or by accessing the Meeting Website using the link and password provided above, logging in as a “Stockholder” (as described above) and submitting the question through the “Ask a Question” field.

The Question and Answer session will be limited in time. Only questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions and answers, including answers to any pertinent questions that are not addressed during the meeting due to time constraints, will be posted after the meeting at the Meeting Website. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.

Please see CONMED’s Rules of Meeting Conduct, which are posted on the Meeting Website as well as on CONMED’s Investor Relations webpage at https://www.conmed.com/en-us/investor-relations, for additional information about the rules and procedures for submitting questions.

Additional Information

Please visit the Meeting Website or CONMED’s Investor Relations webpage at https://www.conmed.com/en-us/investor-relations to access the proxy statement and Annual Report as well as CONMED’s Rules of Meeting Conduct, which provides more information about the conduct of the Annual Meeting, including the Q&A process and how stockholders may have access to management and board members during the Annual Meeting.

Technical assistance will be available through the online platform during the Annual Meeting.

Table of Contents

CONMED CORPORATION

Proxy Statement

Annual Meeting of Stockholders

MAY 24, 2023

The enclosed proxy is solicited by and on behalf of the Board of Directors of CONMED Corporation (the “Company”) for use at the Annual Meeting of Stockholders to be held on Wednesday, May 24, 2023 at 1:30 p.m. (EDT), and during any adjournment or postponement thereof (the “Annual Meeting”). Stockholders will be able to attend the Annual Meeting in person, or to participate remotely and submit questions and vote by visiting www.proxydocs.com/CNMD (the “Meeting Website”) and entering the 16-digit control number included on their Notice of Internet Availability, their proxy card or their voting instruction form. The matters to be considered and acted upon at the Annual Meeting are described in the foregoing notice of the meeting and this Proxy Statement. This Proxy Statement, the related form of proxy and the Company’s Annual Report to Stockholders, including the Company’s Annual Report on Form 10-K, are being posted to the internet on or about April 11, 2023 to all stockholders of record on March 28, 2023, which is the record date for the Annual Meeting.

Shares of the Company’s common stock, par value $.01 per share (“Common Stock”), represented in person, remotely via the Meeting Website or by proxy will be voted as described in this Proxy Statement or as otherwise specified by the stockholder. Any proxy given by a stockholder may be revoked by the stockholder at any time prior to the voting of the proxy by executing and delivering a later-dated proxy, by delivering a written notice to the Secretary of the Company or by attending the Annual Meeting and voting remotely.

The person named as proxy is Daniel S. Jonas, who is the Special Counsel and Corporate Secretary of the Company. The cost of preparing, assembling and mailing the proxy, this Proxy Statement and other material enclosed, and all clerical and other expenses of the solicitation of proxies on the Company’s behalf, will be borne by the Company. In addition to the solicitation of proxies on behalf of the Company by use of mail, directors and officers of the Company and its subsidiaries may solicit proxies for no additional compensation by telephone, telegram, e-mail or personal interview. The Company also will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of Common Stock held of record by such parties and will reimburse such parties for their expenses in forwarding soliciting material.

Votes at the Annual Meeting will be tabulated by a representative of Mediant Communications, which has been appointed by the Company’s Board of Directors to serve as the inspector of election.

The Company is holding the Annual Meeting of Stockholders in person at the offices of the Company at 11311 Concept Boulevard, Largo, FL 33773, and by means of remote communication. The details on how to participate remotely are available within this proxy statement, or at www.proxydocs.com/CNMD, and filed with the SEC and described further below.

Proposals to be Voted On at the Annual Meeting

There are five proposals expected to be submitted for stockholder approval at the Annual Meeting, two of which are advisory in nature. The first proposal concerns the election of directors. The second proposal concerns ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. The third proposal concerns the advisory vote on named executive compensation. The fourth proposal concerns the advisory vote on the frequency of future advisory votes on named executive officer compensation. The fifth proposal concerns an amendment to the Company’s Certificate of Incorporation to reflect new Delaware law provisions on officer exculpation. These proposals are more fully described below.

Voting Rights

The holders of record of the 30,560,476 shares of Common Stock outstanding on March 28, 2023 will be entitled to one vote for each share held on all matters coming before the meeting. The holders of record of a majority of the outstanding shares of Common Stock present remotely via the online platform or by proxy will constitute a quorum for the transaction of business at the meeting. Abstentions and “broker non-votes,” as further described below, will be counted for purposes of determining whether there is a quorum for the transaction of business at the meeting. Stockholders are not entitled to cumulative voting rights. Under the rules of the Securities and Exchange Commission (the “SEC”), boxes and a designated blank space are provided on the proxy card for stockholders if they wish either to abstain on one or more of the proposals or to withhold authority to vote for one or more nominees for director. In accordance with Delaware law, such abstentions are not counted in determining the votes cast at the meeting.

The voting requirements for each proposal are as follows:

When properly executed, a proxy will be voted as specified by the stockholder. If no choice is specified by the stockholder, a proxy will be voted “for all” portions of Proposal (1), “for” Proposals (2), (3), (4) and (5) and in the proxy’s discretion on any other matters coming before the meeting.

Under the rules of the New York Stock Exchange, which effectively govern the voting by any brokerage firm holding shares registered in its name or in the name of its nominee on behalf of a beneficial owner, Proposals (1), (3), (4) and (5) are considered “non-discretionary” items and if stockholders do not submit any voting instructions to their brokerage firm, then such stockholder’s broker does not have the authority to vote on these proposals. This is known as a “broker non-vote.” Broker non-votes will not be counted in determining the outcome of Proposals (1), (3) and (4) at the Annual Meeting. Broker non-votes will count as votes against Proposal (5) at the Annual Meeting. The broker non-votes are counted as votes present for purposes of determining a quorum but are not considered votes cast. Proposal (2) (independent registered public accounting firm) will be considered a “discretionary” item upon which brokerage firms may vote in their discretion on behalf of their clients if such clients have received proxy materials only from the Company and have not furnished voting instructions within ten days prior to the Annual Meeting.

Notice of Internet Availability of Proxy Materials

We are furnishing proxy materials to our stockholders primarily via the Internet in accordance with the notice and access rules of the SEC. On April 11, 2023, we sent to stockholders of record at the close of business on March 28, 2023, a Notice of Internet Availability of Proxy Materials (a “Notice of Internet Availability”) containing instructions on how to access our 2023 Proxy Statement and 2022 Annual Report online, and how to vote in person or online for the 2023 Annual Stockholder Meeting. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

If you received the Notice of Internet Availability and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability.

This 2023 Proxy Statement and our 2022 Annual Report to Stockholders, including our Annual Report on Form 10-K, are available at www.proxydocs.com/CNMD.

Governance Highlights

We have implemented several governance best practices:

PROPOSAL ONE: Election of Directors

As a result of the Board’s thoughtful approach to board composition, including its commitment to diversity and refreshment, our Board had previously been comprised of nine highly-qualified individuals who provide the Board with a well-rounded variety of skills, experience and diversity, and represent an effective mix of fresh perspectives and deep Company knowledge. Our directors include international business leaders, financial experts, and individuals with extensive backgrounds in healthcare, technology and talent development. Each director is individually qualified to make unique and substantial contributions to the Board, and, collectively, our directors’ diverse viewpoints and skill sets ensure that our Board is well-suited to provide the Company with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. To further convey the diverse skills of our Board, we have a skills matrix located on page 19 that summarizes certain of the key skills and qualifications that our Board has identified as particularly valuable to the effective oversight of the Company and illustrates how each of our directors and the current composition of our Board, taken as a whole, meets these needs.

At the Annual Meeting, nine directors will be elected to serve on the Company’s Board. Each of the nominees proposed for election at the Annual Meeting is presently a member of the Board of Directors. The shares represented by proxies will be voted as specified by the stockholder. If the stockholder does not specify his or her choice, the shares will be voted in favor of the election of all of the nominees listed on the proxy card. Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. The Company has no reason to believe that any director nominee will be unavailable or will decline to serve. However, in the event that any nominee named in this proxy statement is unable to serve or for good cause will not serve, the shares represented by proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee of the Board may recommend, to the extent this is not prohibited by the Company’s By-laws and applicable law. The nine director nominees who receive the greatest number of votes “for” at the meeting will be elected to the Board, subject to the majority voting standard adopted by the Board and reflected in the Corporate Governance Principles, as described below. Votes against, and votes withheld in respect of, a director nominee will have no effect on the outcome of the election of directors, except in the case of votes withheld to the extent they revoke earlier dated proxy cards. Stockholders are not entitled to cumulative voting rights.

Notwithstanding the plurality voting standard for election of directors, under Section IV of our Corporate Governance Principles, if the election of directors is uncontested, a director nominee who does not receive the vote of at least the majority of the votes cast with respect to such director’s election or reelection is expected to tender his or her resignation to the Board of Directors. The Corporate Governance and Nominating Committee will recommend to the Board whether to accept or to reject the tendered resignation within 90 days after the certification of the election results. The Board will act on the resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and will publicly disclose the decision and the rationale behind it. If the Board does not accept the director nominee’s resignation, the director will continue to serve until his or her successor is duly elected or any earlier resignation, removal or separation. If the Board accepts the director nominee’s resignation, then the Board may, in its sole discretion, fill any resulting vacancy or decrease the size of the Board pursuant to our Certificate of Incorporation, by-laws and applicable corporate law.

Directors generally hold office for terms expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified. The Company has a policy in its Corporate Governance Principles under which independent directors are expected to offer not to stand for reelection upon having completed 12 years of service as a director in order to promote Board Refreshment. The expected tenure limit can be waived if the Corporate Governance and Nominating Committee determines that there is good cause for such a waiver and that a waiver would be in the best interests of the Company. Non-independent directors are not subject to the 12-year tenure limit.

Nominees for Election at the Annual Meeting

The following table sets forth certain information regarding the members of, and nominees for, the Board of Directors:

More information concerning the directors and nominees is set forth below under the heading “Corporate Governance Matters – Directors, Executive and Other Officers and Nominees for the Board of Directors.”

The Board of Directors unanimously recommends a vote “FOR ALL” for this proposal.

PROPOSAL TWO: Independent Registered Public Accounting Firm

The independent registered public accounting firm for the Company has been PricewaterhouseCoopers LLP since 1982. The Audit Committee appointed PricewaterhouseCoopers LLP to be nominated as our independent registered public accounting firm for 2023, subject to stockholder ratification.

Unless otherwise specified, shares represented by proxies will be voted for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. Neither our certificate of incorporation nor our by-laws require that stockholders ratify the appointment of our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate governance. The affirmative vote of a majority of votes cast at the meeting is the threshold for stockholder ratification of the appointment for 2023. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP, but may elect to retain them. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its stockholders.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the meeting either in-person or remotely via the online platform. Those representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

The Board of Directors unanimously recommends a vote “FOR” this proposal.

PROPOSAL THREE: Advisory Vote to Approve Named Executive Officer Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board requests your advisory vote on named executive officer compensation.

The Compensation Discussion and Analysis (“CD&A”) beginning on page 30 describes the Company’s compensation philosophy and pay practices relative to the Named Executive Officers (“NEOs”). As described in the CD&A, compensation paid to the NEOs is heavily influenced by the Company’s financial performance, balancing the incentives to drive short-term and long-term goals. Further, the Compensation Committee and the Board of Directors believe that the Company’s compensation policies, procedures and philosophy serve to attract, retain and motivate the NEOs to achieve value for our stockholders.

The Board encourages stockholders to read the CD&A for a more complete description of the Company’s executive compensation policies and practices, as well as the Summary Compensation Table and other related compensation tables and narratives. The Compensation Committee and the Board of Directors believe the Company’s policies and procedures are effective in achieving our goals and that the compensation of our NEOs reported in this proxy statement reflects and supports these compensation policies and procedures.

Accordingly, we are asking stockholders to approve the following non-binding resolution:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative disclosure in the proxy statement.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Compensation Committee and the Board of Directors will review and consider the voting results when evaluating our executive compensation programs.

The Company’s current policy is to provide stockholders with an opportunity to approve, on an advisory basis, the compensation of the NEOs each year at the annual meeting of stockholders. The next advisory vote on the compensation of our NEOs is expected occur at the Company’s 2024 Annual Meeting of Stockholders.

The Board of Directors unanimously recommends a vote “FOR” this advisory resolution.

PROPOSAL FOUR: Advisory Vote on the Frequency of Future Votes on Named Executive Officer Compensation

In accordance with Section 14A of the Exchange Act, the Board requests your vote on a proposal, commonly known as a “say on pay frequency” proposal, which gives our shareholders the opportunity to advise the Board on how often we should conduct an advisory shareholder vote on the compensation of our named executive officers. We are required to seek an advisory shareholder vote on the frequency of future say on pay votes at least once every six years, although we may seek shareholder input more frequently. As this is an advisory vote, the result will not be binding, however, our Board values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when considering how frequently we should conduct an advisory vote on the compensation of our named executive officers.

Accordingly, we are asking stockholders to approve the following non-binding resolution:

RESOLVED, that a non-binding advisory vote of the Company’s shareholders to approve the compensation of the Company’s named executive officers shall be held at an annual meeting of stockholders, beginning with the 2023 annual meeting of stockholders, (i) every year, (ii) once every two years or (iii) once every three years.

The enclosed proxy card gives you four choices for voting on this item. You can choose whether the say on pay vote should be conducted annually (every year), biennially (every two years) or triennially (every three years). You may also abstain from voting on this item. You are not voting to approve or disapprove the Board’s recommendation on this item.

Our Board believes that an annual advisory vote on the compensation of our named executive officers is an important aspect of shareholder engagement. An annual say on pay vote facilitates direct and regular shareholder feedback on our compensation policies, which our Compensation Committee values in determining our compensation philosophy and evaluating the effectiveness of our compensation principles and practices.

The Board of Directors unanimously recommends a vote for conducting an annual advisory vote on the

compensation of our Named Executive Officers every year.

PROPOSAL FIVE: Amend the Company’s Certificate of Incorporation to Reflect New Delaware Law Provision Regarding Officer Exculpation

In August 2022, the State of Delaware, which is the Company’s state of incorporation, amended Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) to enable Delaware companies to limit the monetary liability of certain of their officers for certain fiduciary duty breaches in limited circumstances. This is referred to as “exculpation.” Delaware has long permitted exculpation of a company’s Directors and, when the Company changed its state of incorporation from New York to Delaware in 2020, stockholders approved a provision in the Company’s charter for exculpation of directors with 93.8% of the shares voted in favor of the provision. At the time, however, exculpation of officers was not authorized under Delaware law.

In light of the August 2022 amendment to Section 102(b)(7) of the DGCL to allow for exculpation of eligible officers, we are proposing to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to add a provision exculpating the eligible Company officers from liability in specific circumstances, to align with Delaware law. Amended Section 102(b)(7)only permits, and our proposed amendment would only permit, exculpation for direct claims (as opposed to derivative claims made by the Company or by stockholders on behalf of the Company) and would not permit exculpation with respect to breaches of the duty of loyalty, acts or omissions not in good faith or those that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The Board believes that providing exculpation to eligible officers (to the extent permitted by Delaware law) will strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf.

The Nominating and Corporate Governance Committee believes that exculpation provisions for eligible officers aligned with Delaware law would, consistent with the exculpation provisions applicable to our directors, enhance our officers’ ability to exercise their business judgement to make value-enhancing decisions for stockholders, unconstrained by concerns about risk of personal financial ruin. The Company’s officers are often called upon to quickly respond to time-sensitive challenges and opportunities which, in the current litigious environment, carry with them a risk of costly claims, actions, suits or proceedings, which will employ company resources and time to address, regardless of the merit of the claims. Further, the Nominating and Corporate Governance Committee notes that the proposed amendment would not negatively impact stockholder rights, but rather would empower officers to efficiently make critical decisions in furtherance of stockholder interests. Therefore, taking into account the narrow class and type of claims for which officers’ liability would be exculpated under Delaware law, and the benefits the Nominating and Corporate Governance Committee believes would accrue to the Company and its stockholders in the form of an enhanced ability to attract and retain talented officers, the Nominating and Corporate Governance Committee recommended to the Board an amendment to the Certificate of Incorporation to provide such exculpation to the extent permitted by Delaware law. Based on this recommendation, the Board determined that it is in the best interests of the Company and our stockholders to amend the Certificate of Incorporation as described herein.

Accordingly, we ask our stockholders to vote on the following resolution:

“RESOLVED, that the Company’s stockholders approve an amendment to the Company’s amended and restated certificate of incorporation to revise Article EIGHTH, which shall read in its entirety as follows (with the newly added language reflected as underlined, and a complete set of the proposed, amended Certificate of Incorporation attached to this Proxy Statement as Annex At):

[Article] EIGHTH

The Board of Directors unanimously recommends a vote “FOR” this proposal.

Other Business

Management knows of no other business that will be presented for consideration at the Annual Meeting, but should any other matters be brought before the meeting, it is intended that the person named in the accompanying proxy will vote such proxy at his discretion.

Stockholder Proposals for 2024 Annual Meeting

Any stockholders desiring to present a proposal to the stockholders at the 2024 Annual Meeting, which currently is expected to be scheduled on or about May 20, 2024, and who desires that such proposal be included in the Company’s proxy statement and proxy card relating to that meeting, must mail that proposal to the Company so that it is received by the Company at its principal executive offices on or before December 13, 2023. All such proposals must be in compliance with applicable SEC regulations.

Stockholders wishing to propose matters for consideration at the 2024 Annual Meeting but who do not wish to have such proposals included in the Company‘s proxy statement or to propose nominees for election as directors at the 2024 Annual Meeting must follow specified advance notice procedures contained in the Company’s By-laws, a copy of which is available on request to the Special Counsel and Corporate Secretary of the Company, c/o CONMED Corporation, 11311 Concept Boulevard, Largo, FL 33773 (Telephone (727) 392-6464). Stockholder proposals, including director nominee proposals, must comply with the conditions set forth in Sections 1.13 and 1.14 of the Company’s By-laws, as applicable, and to be considered timely, notice of a proposal must be received by the Company no earlier than February 24, 2024 and no later than March 25, 2024. The Company’s Corporate Governance and Nominating Committee will consider nominees for election as directors who are proposed by stockholders in a manner that complies with these procedures. In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than March 25, 2024.

Corporate Governance Matters

Directors, Executive & Other Officers and Nominees for the Board of Directors

The Company’s directors are elected at each annual meeting of stockholders and serve until the next annual meeting and until their successors are duly elected and qualified. The Company’s officers are appointed by the Board of Directors and, except as set forth below, hold office at the will of the Board of Directors.

Directors

The Board of Directors has determined that Messrs. Bronson, Concannon, Farkas, Lande and Workman and Mses. Council, Goldberg Aronson and Schwarzentraub have no material relationship with the Company and are independent under the standards of the New York Stock Exchange. The independent directors meet in executive session during each Board meeting.

Executive and Other Officers

Skills Matrix and Diversity

The Board has a comprehensive, on-going director succession and board refreshment planning process designed to provide the Board with an appropriate mix of viewpoints, perspectives, skills and experiences necessary to promote and support and oversee the Company’s strategy. The Board regularly evaluates the Company’s evolving needs and adds new skills, qualifications and experience to the Board as necessary to ensure that the Board remains capable of addressing the risks, trends and opportunities that the Company will face in the future.

The Board is committed to achieving a diverse and broadly inclusive membership. The Corporate Governance and Nominating Committee considers a diverse range of skills, experiences and attributes in determining whether an individual is qualified to serve as a director of the Company, including diversity in gender, race ethnicity, differences in viewpoint, geographic location, skills, education, and professional and industry experience. The Board is proud of its ongoing efforts to improve its board diversity, with its three most recently appointed directors consisting of diverse candidates.

The Corporate Governance and Nominating Committee maintains a skills matrix, which it reviews and updates as needed annually, to serve two primary purposes. First, it includes all of the skills and backgrounds the Committee believes are particularly valuable for the Board to oversee the Company and its management. Second, it allows the Board to compare the skills required against the inventory of skills and backgrounds represented individually and collectively by all directors, so that the Corporate Governance and Nominating Committee can recommend changes to the Board, as needed, as the skills or backgrounds needed, or represented, change over time.

The key qualifications, skills, experience and perspectives that each director brings to the Board are included in their individual biographies and also summarized below. While all of these qualifications were considered by the Corporate Governance and Nominating Committee and the Board in making this year’s nomination decisions and as part of the Board refreshment process, the following summary does not encompass all of the skills, experience, qualifications and attributes of the director nominees and the fact that a particular skill, experience, qualification or attribute for a nominee is not listed below does not mean that he or she does not possess that skill, experience, qualification or attribute. The Board firmly believes that its highly qualified director nominees provide the Board with a diverse complement of specific business skills, experience and perspectives necessary to ensure effective oversight. The skills the Board considers include, among others, the following:

Skills and Perspective

Independent

●

●

●

●

●

●

●

●

Senior Leadership Experience

●

●

●

●

●

●

●

●

Active Executive

●

●

●

Medical Device

●

●

●

●

●

●

Finance

●

●

●

●

Sales/Marketing

●

●

●

●

●

Strategy/M&A

●

●

●

●

●

●

●

●

●

Risk Management

●

●

●

●

●

●

●

Operations

●

●

●

●

●

●

●

●

Technology

●

●

●

●

Stockholder/ Capital Markets

●

●

●

●

●

●

Diversity

●

●

●

Board Refreshment and Term Limits

The Board recognizes the importance of maintaining an appropriate balance of age, tenure, experience, and perspectives on the Board. As a result, our Board has adopted a director term limit policy. Under this policy, independent directors are expected to offer not to stand for reelection upon having completed 12 years of service as a director and such offer will be accepted unless the Corporate Governance and Nominating Committee determines that there is good cause for allowing such director to stand for reelection and that doing so would be in the best interests of the Company. The Board deeply values the thoughtful and robust deliberations that result from its current mix of new and long-standing directors, which allows it to benefit from both the historical and institutional knowledge of its longer-tenured directors as well as the additional perspectives contributed by its newer directors.

In addition to regularly refreshing the composition of the Board of Directors, whose current average tenure is 7.4 years, the Corporate Governance and Nominating Committee has also made recommendations to refresh the membership and leadership of the various Board Committees and has made it a practice to change committee leadership after five years. In this regard, Mr. Concannon assumed the role as Chair of the Compensation Committee in May 2022.

Annual Board Self-Evaluation

The Board recognizes that a robust and constructive evaluation process is an essential component of Board effectiveness. As such, the Board, and each committee, conduct annual self-assessments with the assistance of the General Counsel, except in some cases when there is a change in a committee chair mid-year, in which case the self-assessment may be postponed so that it covers a meaningful period of time under the new committee leadership. Each director submits responses anonymously to the General Counsel, who then summarizes the results to the Corporate Governance and Nominating Committee, identifying any themes or issues that have emerged. These self-assessments are designed to elicit suggestions about a range of topics designed to assess Board and committee performance, including Board and committee composition, structure, responsibilities, information received, accountability and effectiveness, among other topics. The Corporate Governance and Nominating

Committee considers the ways in which the Board processes and effectiveness may be enhanced based on the results of the evaluation process. The Corporate Governance and Nominating Committee then reports on the results of the evaluation process and recommends its suggested changes to the full Board of Directors. As a result of the evaluation, in an effort to bring fresh perspectives, the Board has made a number of changes, including, for example, changes in the Committee chairs during 2020, 2021 and 2022, with the result that three of the four Board committees have added new chairs within the last three years, as well as adding new topics or devoting more time to particular topics of interest to meeting agendas. As an example, in 2022, the Board had a panel discussion with two surgeons and a hospital administrator about many topics including the future of healthcare which allows the Board to hear more directly various perspectives of on changes coming to the health care market and how they might have an impact on the Company.

CONMED’s Approach to Environmental, Social and Governance

A coordinated, thoughtful approach to Environmental, Social, and Governance (ESG) lends itself to a healthier, more sustainable future for our key stakeholders, including our employees, customers, vendors, shareholders and community members. Our ESG strategy aligns with the scale of our business, the company vision and our core operating principles. We believe this approach benefits the communities and respects the environment in which we live, work and serve.

On October 7, 2022, CONMED posted our first ESG Report with data from 2019 - 2021 in the ESG section of our website (https://www.conmed.com/en-us/why-conmed/esg). An updated report with 2022 data is forthcoming in 2023.

ESG Organizational Structure: CONMED’s furtherance of our progress in ESG standards starts with the leadership of our Board of Directors. The Board of Directors receives updates and participates in shaping our ESG initiatives. In addition to oversight by the full Board, the Executive ESG Committee provides strategic direction and prioritization of ESG initiatives. This committee includes the Chair of the Board, President and Chief Executive Officer; Executive Vice President of Finance and Chief Financial Officer; Executive Vice President and Chief Human Resources and Legal Officer; and Special Counsel and Corporate Secretary. Our leader of ESG provides management and oversight of our ESG program. CONMED employees across our enterprise are engaged in initiatives impactful to our ESG progress, some of which are listed below. More information related to our ESG program is available in the ESG section of our website (https://www.conmed.com/en-us/why-conmed/esg).

ESG Initiatives:

Meetings of the Board of Directors and Committees, Leadership Structure and Risk Oversight

During 2022, the full Board of Directors met 11 times in person or by telephone conference. Each director attended or participated in all of the board meetings, with the exception of one director who was unable to attend one meeting due to scheduling conflicts. Directors are expected to attend our annual shareholder meetings. All directors serving on our Board at the time of the 2022 annual meeting were present for the meeting.

Leadership Structure

The Board’s Leadership Structure is designed to promote Board effectiveness, and to allocate authority and responsibility appropriately between the Board and management. All members of our board committees—namely, the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee—are independent. The independent members of the Board meet regularly in executive sessions without management.

The Board believes that having a combined CEO and Chair is effective in allowing Mr. Hartman to draw on his deep knowledge of the operations of the business and industry developments to provide leadership on the broad strategic issues considered by the Board. At the same time, the appointment of a strong Lead Independent Director with clearly defined responsibilities and authority, along with the Board’s fully independent committees and substantial majority of independent directors, establishes an effective balance between management leadership and appropriate oversight by independent directors.

The Board has defined the roles of Chair and Lead Independent Director as outlined below, so that the respective duties and responsibilities of the Chair and the Lead Independent Director are clear, effective and balanced:

Risk Oversight

While the Company’s management is responsible for day-to-day risk management, the Board has the ultimate responsibility for overseeing the Company’s risk management process. The Company has instituted a thorough, comprehensive enterprise risk management program, which is a Company-wide effort to identify, assess, manage, report and monitor enterprise-wide risks that may affect our ability to achieve our business objectives and including risks related to cyber-security. This program involves regular Board oversight along with quarterly updates on key risks by management, with the CEO and the General Counsel as well as other subject matter experts within management as appropriate reporting at each regularly scheduled Board meeting of any material changes during the course of the year as they arise. To create the enterprise risk management assessment, executive management works with the General Counsel to:

Board Committees:

The Company’s Board of Directors currently has four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee. Current members of the individual committees are named below:

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and currently consists of four independent directors. As more fully detailed in its charter, the Audit Committee is charged with (a) oversight of the Company’s accounting and financial reporting principles, policies and internal accounting controls and procedures; (b) oversight of the Company’s financial statements and the independent audit thereof; (c) nominating the outside independent registered public accounting firm to be proposed for stockholder approval; (d) evaluating and, where deemed appropriate, replacing the independent registered public accounting firm; (e) pre-approving all services permitted by law to be performed by the independent registered public accounting firm; (f) approving all related-party transactions above $5,000; (g) establishing procedures for (i) the receipt, retention and treatment of complaints by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; (h) the oversight of the Company’s response to claims involving potential financial fraud or ethics matters; and (i) overseeing the Company’s financial statement and financial reporting risks. The Audit Committee has delegated its authority to pre-approve work by the independent registered public accounting firm and related-party transactions to the Chair of the Audit Committee, who is required to disclose any such pre-approvals at the Audit Committee’s next meeting. The Audit Committee met nine times during 2022. All then-current members of the Audit Committee attended every meeting. The current Audit Committee Charter is available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance). The charter is also available in print to any stockholder who requests it.

The Compensation Committee currently consists of three independent directors. Brian Concannon became the Chair of the Compensation Committee in May 2022, as part of the Board’s policy to rotate committee chairs on a regular basis. As set forth in its charter, the Compensation Committee is charged with reviewing and establishing levels of salary, bonuses, benefits and other compensation for the Company’s CEO and the CEO’s direct reports and overseeing compensation-related risks. The Compensation Committee met five times during 2022. All then-current members of the Compensation Committee participated in every meeting. The Compensation Committee, and the full Board of Directors, has determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company because the value of senior management’s short-term incentives are balanced by the value of longer-term incentives. Employees below the senior management level are provided annual incentives that are lower in relation to salary and therefore do not have an incentive that results in risk to the Company as a result of compensation practices or structure. The current Compensation Committee Charter is available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance). The charter is also available in print to any stockholder who requests it.

The Corporate Governance and Nominating Committee currently consists of three independent directors. As stated in its charter, the Corporate Governance and Nominating Committee is responsible for (a) recommending individuals to the full Board for nominations as members of the Board of Directors, (b) making recommendations to the full Board on all matters concerning corporate governance practices, including the development of a set of corporate governance principles and evaluation of the Board and its committees, and (c) assisting the full Board in overseeing the Company’s approach to environmental, social and governance matters, including the Company’s approach to human rights, and diversity and inclusion.

As to nominees for the Board, the Corporate Governance and Nominating Committee will consider, but is not obligated to accept, stockholder recommendations for individuals to be nominated provided that such recommendations are submitted in writing to the Company’s General Counsel in accordance with the procedures set forth in the Company’s By-laws (more information concerning director nominations is set forth below under the heading Corporate Governance and Nominating Committee Report). The Corporate Governance and Nominating Committee and the full Board seek directors with expertise and experience in managing companies both public and private, in financial matters, experience with United States and international business, and in the medical field in a variety of functions and areas, as well as diversity in background and gender and race. In this regard, the Corporate Governance and Nominating Committee and the full Board are committed to creating a Board with diversity of expertise, experience, background, race and gender and expect to seek to identify, recruit and advance candidates offering such diversity in future searches. The Corporate Governance and Nominating Committee met four times during 2022. All then-current members of the Corporate Governance and Nominating Committee attended every meeting. The current Corporate Governance and Nominating Committee Charter and Corporate Governance Principles are available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance).The charter is also available in print to any stockholder who requests it.

The Strategy Committee currently consists of four independent directors. As stated in its charter, the Strategy Committee is responsible for overseeing management’s long-term strategic plan for the Company, the risks and opportunities related to such strategy, and strategic decisions regarding investments, acquisitions and divestitures, and capital structure considerations that support the long-term strategic plan of the Company. The Strategy Committee met six times in 2022. All members of the Strategy Committee attended every meeting. The current Strategy Committee Charter, which was amended as of August 2020, is available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance).The charter is also available in print to any stockholder who requests it.

Audit Committee Report

The role of the Audit Committee is to assist the Board of Directors in its oversight of the financial management, independent auditor and financial reporting controls and accounting policies and procedures of the Company. The Board of Directors, in its business judgment, has determined that all members of the Audit Committee are “independent”, as required by the applicable listing standards of the New York Stock Exchange and the rules under the Exchange Act in that no member of the Audit Committee has received any payments, other than compensation for Board services, from the Company, and has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past four years. Ms. Schwarzentraub and Messrs. Bronson, and Workman are not currently engaged professionally in the practice of auditing or accounting. Having considered this, the Audit Committee and Board of Directors have determined that Messrs. Bronson, Workman and Ms. Schwarzentraub qualify as “audit committee financial experts” within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and the implementing regulations and that such qualifications were acquired through relevant education and work experience. The Audit Committee operates pursuant to a charter that was last amended by the Board of Directors in January 2020. A copy of the amended charter, which more fully describes the duties and responsibilities of the Audit Committee, is available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance).

Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations. The independent registered public accounting firm is responsible for performing an integrated audit of the Company’s consolidated financial statements and of its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes, as well as to attend to the matters set forth in the amended charter. In this regard, during 2022, the Audit Committee continued to work with the Vice President of Internal Audit, who reports directly to the Audit Committee, in connection with the Audit Committee’s oversight of the financial management, independent auditor and financial reporting controls and accounting policies and procedures of the Company.

The Audit Committee met nine times during 2022 and held numerous discussions with management and with the Company’s independent registered public accounting firm, including in executive meetings without management present. Management represented to the Audit Committee that the Company’s audited consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed under PCAOB Auditing Standard No. 16 (Communication with Audit Committees).

The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter regarding the independent registered public accounting firm’s independence required by the PCAOB (Rule 3526, Communications with Audit Committees Concerning Independence) and the Audit Committee discussed with the independent registered public accounting firm its independence. In this regard, the Audit Committee evaluates the fees proposed and billed for non-audit services and also considers the nature and scope of non-audit services when evaluating the independence of the independent registered public accounting firm, all of which the Audit Committee pre-approves. Taking all of these matters into consideration, the Audit Committee has determined that the provision of non-audit services by the independent registered public accounting firm, and the fees and costs incurred in connection with those services, are compatible with the auditor’s independence in light of the nature and extent of permissible non-audit services provided to the Company.

In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the company’s independent registered public accounting firm. In connection with considering whether to retain PricewaterhouseCoopers LLP, the Audit Committee considers, among other things, its familiarity with the Company’s business and operations, its knowledge of and exposure to the industry as a whole, its quality of communication with the Audit Committee, its ability to provide knowledgeable staff, and the expertise and responsiveness of the national office and other experts in various fields within the audit firm. The members of the Audit Committee and the Board have considered the length of the independent registered public accounting firm’s engagement with the Company, the amount of the fees charged and the tenor of the negotiations concerning such fees, as well as the stockholder ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. Considering all of these factors, the members of the Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders.

Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles, or appropriate internal control and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are in fact “independent”.

Based upon the Audit Committee’s review and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the charter, the Audit Committee recommended that the Board of Directors include the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission.

Submitted by the Audit Committee,

Corporate Governance and Nominating Committee Report

The role of the Corporate Governance and Nominating Committee is to recommend individuals to the Board for nomination as members of the Board and its committees, to develop and recommend to the Board a set of corporate governance principles applicable to the Company, and to ensure that the Board oversees the Company’s approach to environmental, social and

governance matters. The Board of Directors, in its business judgment, has determined that all members of the Corporate Governance and Nominating Committee are “independent”, as required by applicable listing standards of the New York Stock Exchange, in that no member of the Corporate Governance and Nominating Committee has received any payments, other than compensation for Board services, from the Company. The Corporate Governance and Nominating Committee operates pursuant to a Charter that was last amended and restated by the Board of Directors in December 2021. A copy of the amended and restated charter is available on the Company’s website in the corporate governance section (at https://www.conmed.com/en-us/why-conmed/esg/corporate-governance).

The Corporate Governance and Nominating Committee is committed to recommending candidates who create and maintain a Board of Directors with diversity of expertise, experience, professional backgrounds, race, and gender. The Committee has developed and maintains a set of desirable skills and expertise, reviewed and updated annually, for potential candidates for Board service. Factors considered for potential candidates include business judgment, diversity, reputation, experience in leadership roles in businesses and other organizations of comparable size and complexity, understanding of finance and financial reporting processes, corporate governance and oversight experience, the ability to dedicate significant time for service on a Board of Directors, the interplay of a candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Corporate Governance and Nominating Committee also considers the skills and expertise required to satisfy the listing requirements of the New York Stock Exchange, on which the Company’s stock is traded.

During 2022, Mark Tryniski reached his term limit, the Board reevaluated the need for increased Board refreshment and independence and reduced the term limit for directors to 12 years, from the prior 15 year rule. The Board further opted to set the size of the Board at (9) nine directors.    Therefore, the Committee made no recommendations or nominations for new directors. With Mr. Tryniski stepping off the Board, the Committee rotated the chair of the Compensation Committee, consistent with its policy of rotating committee chairs every five years, with the next scheduled change to be the chair of the Corporate Governance and Nominating Committee in May 2024.    The Committee continues to review the Board’s skill index, with an eye towards additional rotations of Committee chairs and directors reaching a newly adopted 12-year term limit, with a preference toward identifying an active C-suite executive.

The Committee may consider candidates proposed by management but is not required to do so. As previously disclosed, the Corporate Governance and Nominating Committee will consider any nominees submitted to the Company by stockholders wishing to propose nominees for election as directors at the 2024 Annual Meeting, provided that the stockholders proposing any such nominees have adhered to specified advance notice procedures contained in the Company’s by-laws, a copy of which is available on request to the Corporate Secretary of the Company, CONMED Corporation, 11311 Concept Blvd, Largo, FL 33773 (Telephone (727) 392-6464).

Submitted by the Corporate Governance and Nominating Committee,

Communications with the Board of Directors

Stockholders and other interested parties who wish to communicate with the Board of Directors as a group or an individual director may do so by sending correspondence to the attention of the Special Counsel of the Company at 11311 Concept Blvd, Largo, FL 33773 with a cover letter specifying the intended recipient. At this time, no communications received by the Company in this manner will be screened, although this could change without prior notice. As set forth in the Company’s Corporate Governance Principles, the Company’s policy is that directors will participate in the Annual Meeting of Stockholders, absent exceptional circumstances. All directors participated in the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) through the online platform.

Ethics Disclosure

The Company has adopted an ethics program which applies to all employees, including senior financial officers and the principal executive officer. The ethics program is available on the Company’s website in the Policies section (https://www.conmed.com/en-us/corporate-footer/policies) and is administered by the Company’s EVP and Chief Human Resources and Legal Officer and the Company’s Compliance Director. The Program codifies standards reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, avoidance of conflicts of interest, full, fair, accurate, timely and understandable disclosure, compliance with laws, prompt internal reporting of code violations and accountability for adherence to the code and permits anonymous reporting by employees to an independent third party, which forwards reports if and when it receives any anonymous reports. No waivers under the Ethics Program have been granted.

Principal Accounting Fees and Services

The Audit Committee is responsible for the audit fee negotiations associated with the retention of PricewaterhouseCoopers LLP. The following table presents fees for professional audit services rendered by PricewaterhouseCoopers for the audit of the Company’s annual financial statements for the years ended December 31, 2022 and December 31, 2021, and fees billed for other services rendered by PricewaterhouseCoopers during those periods. Audit fees were incurred in connection with audit work performed on the integrated audit of the Consolidated Financial Statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as subsidiary audits, accounting consultations, and services in connection with securities offerings. 2022 audit fees also included incremental services related to the Company’s acquisitions of In2Bones and BioRez, debt transactions and software implementation. Tax fees include tax compliance, tax planning, and tax advice.

The Audit Committee has adopted procedures requiring prior approval of particular engagements for services rendered by the Company’s independent registered public accounting firm. Consistent with applicable laws, the Audit Committee has delegated its authority to pre-approve work by the independent registered public accounting firm and related-party transactions to the Chair of the Audit Committee, who is required to disclose any such pre-approvals at the Audit Committee’s next meeting. All fee amounts set forth in the table above were pre-approved.

A Letter From Our Compensation Committee

Dear Fellow Stockholders,

As members of CONMED Corporation’s Compensation Committee, we aim to design an executive compensation program that attracts, retains, and motivates top executive talent, and aligns rewards with performance goals that directly correlate to enhancing long term stockholder value. The result of our 2022 say-on-pay vote indicated a need for us to reassess certain aspects of our approach to disclosures and/or our executive compensation program. We, along with the entire CONMED Board of Directors, were determined to understand your perspectives and committed to making constructive changes in response to your feedback. In response, we conducted a survey of our stockholders to better understand your perspectives and incorporate this feedback into our 2023 compensation plan.

We gathered your views during an extensive outreach effort that included members of the Board and management.

This effort involved an outreach representing 75% of our stockholders of which 56% of the stockholders indicated that a meeting was not necessary and that they would contact us should any questions or concerns arise. As a result of this outreach, we met with stockholders representing over 33% of the Company’s outstanding common stock. During these conversations, we also heard your enthusiasm for our CEO and the CEO’s direct reports (“the Executive Team” or “Executives”) and the work they have done, an enthusiasm we share. We heard support for targeted changes to our executive compensation program. The range of views and the thoughtful dialogue were reflective of the debates that we have within our boardroom, where a diversity of voices helps to identify the path forward.

Based on those discussions, we took the following actions.

1) We enhanced our disclosures to explain in more detail the philosophy underlying our executive compensation program and, more specifically, the CEO equity awards. Feedback received from several stockholders demonstrated that we had not provided enough context for the compensation philosophy and the details around its application, which we believe is critical to the Company’s ability to attract, retain, and motivate industry leading talented executives who can deliver stockholder value. In particular, several stockholders voiced concerns that we had not provided enough detail as to why to the 2021 grant to our CEO, as outlined in the 2022 proxy, increased in value over the previous year. After reflecting on this feedback, we have taken steps to ensure that future disclosures clearly communicate the data on which our decisions were based and also provide further context into the process and rationale for decisions relating to our executive compensation program.

2) We added a new equity vehicle to our annual executive compensation program in 2023. While most stockholders indicated that they found stock options to be an important equity vehicle to align executives with stockholders’ interest in long-term value creation, some stockholders expressed a desire for performance stock units (PSUs) to be included in our equity mix. After thorough consideration by the Compensation Committee, we have added PSUs to the mix of equity vehicles utilized in the March 2023 awards. These PSUs, as of 2023, now comprise 50% of the annual equity value awarded to the CEO and 25% of the annual equity value awarded to the Executive Team. We will continue to evaluate our equity mix over time to ensure it meets our stockholders’ objectives.

We believe these changes address the feedback we received from stockholders while remaining consistent with the Company’s strategic goals. We worked diligently to integrate feedback from varying points of view and implement changes that are in the best interests of our stockholders as a group, align our management team’s incentives to drive long-term value with those of our stockholders, and serve to retain a talented and experienced Executive Team in a highly competitive talent market.

Our Committee is and will remain committed to the evaluation and improvement of our executive compensation program, informed by ongoing candid discussions with you, our stockholders. We look forward to continuing the dialogue and encourage you to reach out with any questions or concerns related to our program before making your voting decision. Thank you for your investment in CONMED. For further description of our engagement with stockholders following the 2022 Annual Stockholders Meeting, please refer to the section entitled “Say on Pay and Stockholder Feedback” in the “Compensation Discussion and Analysis,” below.

The Compensation Committee,

Brian Concannon, Compensation Committee Chair

Jerome Lande

Chuck Farkas

Compensation Discussion and Analysis

The following Compensation Discussion & Analysis (“CD&A”) provides a description of CONMED’s executive compensation philosophy and programs and, more specifically, discusses the process to determine the compensation of our named executive officers (“NEOs”) for 2022, as identified below.

I.        Key Compensation Decisions

To highlight the rigor of our Executive Compensation program and the alignment with performance, a summary of this year’s key changes is provided below.

II.        Executive Summary

The success of every business depends on the talent and engagement of the people within the organization, and of course, this starts with executive leadership. Our Company is no different than any other in this regard.    The questions that every Board of Directors and Compensation Committee needs to consider are: 1) which executive talent attributes are best able to deliver results for the Company and 2) how to attract, retain, motivate, and reward that talent with the ultimate goal of delivering long-term stockholder value.

The Board is actively engaged and involved in talent management as a key strategic imperative. The Board reviews the Company’s people strategy in support of its business strategy at least annually and discusses talent matters regularly at its meetings. This includes a detailed discussion of the Company’s global leadership bench and succession plans with a focus on key positions at the executive level. High-potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting, and development programs.

Say on Pay and Stockholder Feedback

The annual advisory say-on-pay vote provides us an opportunity to assess the alignment of our executive compensation program with the expectations of our stockholders. In 2022, 68.4% of stockholders affirmatively supported our executive compensation program. In the three prior years, the advisory say-on-pay vote had ranged from 93.5% to 97.9%. While there was no change to our program in 2021, this decline in support evident in the 2022 vote prompted us to seek feedback from stockholders to better understand what motivated their votes and what actions we could take to address their concerns. The Board of Directors engaged in a vigorous discussion about the feedback, how to address the concerns, and meet the goals of the program to attract, retain and motivate great executive talent to deliver stockholder value.

Scope of Outreach

We reached out to stockholders representing over 75% of our outstanding common stock since our last Annual Meeting of Stockholders. We met with stockholders representing more than 33% of our outstanding common stock, and we specifically requested feedback on the concerns relating to our executive compensation program given the decline in the say-on-pay vote in 2022.

Engagement Efforts

Compensation Committee Chair, Brian Concannon, participated in engagements at the request of stockholders representing 28% of our outstanding common stock. Additionally, management also met with stockholders to gather feedback. Management representatives included:

In total, stockholders representing more than 33% of the outstanding shares of common stock were engaged to discuss the Company’s executive compensation philosophy and program. In the ordinary course of the year, management also continued to meet with stockholders at annual conferences and other industry forums.

Key Discussion Topics

In our meetings with stockholders, we heard strong support for our CEO and Executive Team. Stockholders also appreciated the significance of executive retention in light of the strong performance track record demonstrated by the team and the competitive talent market. In addition to executive compensation, we discussed the Company’s governance practices and the desire for the Company to provide more robust disclosures moving forward.    

We summarize below what we heard and our response.

III.        Company Strategy and Performance

The Company has focused on People, Products and Profits since Mr. Hartman was named CEO in 2014. CONMED’s objectives for our stockholders include:

As announced on February 2, 2023, the Company expects full-year 2023 reported revenue between $1.170 billion and $1.220 billion, which includes an expected headwind from foreign exchange between 150 and 200 basis points. Adjusted diluted net earnings per share⁽¹⁾ is expected to be in the range of $3.20 to $3.45, which includes an expected headwind from foreign exchange between $0.20 and $0.25.

Below, we have included comparisons of our total shareholder return (TSR) relative to our Proxy Peer Group, as this relative performance is used to evaluate executive compensation. However, our Proxy Peer Group does not provide a comprehensive comparison of our relative performance, as there are other relevant companies against which we compete in the market and which investors may choose to invest. For these reasons, we have also included a comparison of our TSR relative to a selection of large-cap healthcare companies, although these are not used to benchmark compensation.

Under Mr. Hartman’s leadership the revenue of the Company has increased by 4.4% annually over his tenure.    More broadly, under the leadership of Mr. Hartman and his team, the Company has accomplished the following:

IV.        Compensation Philosophy

The Company’s change in leadership beginning in 2014 was dependent upon attracting, retaining, and motivating great executive talent from the medical device industry to develop a strategy that would deliver better than market level growth and long-term stockholder value. To attract and motivate great talent, a deep dive into the compensation philosophy of the Company was required.

The Compensation Committee undertook the compensation philosophy and governance reevaluation effort with great vigor and considerable thought. Given the nature of the market for talent and the size of the competitors with whom we compete for talent, it was critical for the Company to provide a differentiator that would attract the talent needed to improve Company performance and deliver above market growth. The essential talent needed was driven by an entrepreneurial mindset; a mindset that thinks like an owner of the business, motivated to deliver results over the long term.

As the Company’s performance has dramatically improved since 2014, Mr. Hartman as well as others on our Executive Team are regularly recruited by larger organizations who have resources to offer larger compensation packages. The Compensation Committee does not attempt to compete directly with all of those opportunities, but the awareness of this reality does inform the need to provide a differentiated experience for our Executives. The Committee, as well as the full Board, appreciates that the challenge today is not as much about recruiting executive talent as it was in 2014 but the challenges today are more centered around continuing to motivate and reward our Executives for great performance such that we maintain stability of our Executive Team in order to continue building a record of success.

The Company’s Executive compensation program reflects the following principles:

Equity

To attract executives prepared to undertake the work required to change the trajectory of the Company, the Compensation Committee resolved that the Company’s Compensation Philosophy would be rooted in a strong equity program because it would attract, retain and motivate executives with an entrepreneurial mindset. In other words, compensation philosophy related specifically to equity is core to our strategy and helps to differentiate our compensation offering to executives who might otherwise consider other opportunities. We decided that we would seek to award executives equity with values approaching the 75^th percentile of the market when the Company achieved above market growth and profitability. For clarity, we have not established the 75^th percentile as the target compensation. We contemplate that to attract, motivate, and reward executive talent, that above median performance would be rewarded with above median compensation. We believe this practice aligns executive rewards with performance and incentivizes long-term value creation for our stockholders. To be sure, there are variations based on individual factors: performance, seniority in a role, the potential for future contributions, and other factors.

Not only has equity been an important factor in terms of the value awarded, but also the nature of the vehicles that we have used. We believe, and our results have proven, that an equity program that features a heavy weighting of stock options appropriately attracts, retains, and rewards our Executives. We believe that stock options align the Executives interests with those of our stockholders because they have no value unless the stock price increases over time. Further, the annual cycle of awards regularly aligns the Executives’ interests with those stockholders at various cost bases. Additionally, our stock options are an affordable compensation vehicle for the Company as compared to other forms of equity compensation, given that our stock options vest over five years. Other forms of equity typically vest over shorter periods of time, which result in higher period costs. Additionally, from the Executives perspective, stock options can be more tax efficient.

Commencing in 2023, we have begun including a component of PSUs in the mix of the annual executive equity compensation in response to some themes identified during the shareholder engagement process, as discussed above. By including PSUs in our equity mix, we believe we have introduced another element that strongly aligns pay with performance by assessing the Company performance as compared to an identified market peer group. For further description of this added feature of our program, please refer to section VII below.

We have used PSUs previously when Mr. Hartman was awarded an equity grant on February 24, 2015 (“CEO Performance Award”) under the Amended and Restated 2015 Long-Term Incentive Plan. The CEO Performance Award provided for a target number of 100,000 PSUs, with the actual number of PSUs earned ranging from 0% to a maximum of 200% of target depending on the Company’s total stockholder return relative to the S&P 1500 Health Care Equipment Select Index (the “Peer Index”) over the performance period of January 1, 2015 to December 31, 2019. As described more fully in the April 2020 Proxy Statement, as of December 31, 2019, the Company’s actual performance based on total stockholder return during the performance period was 22.61% relative to the Peer Index (16.54%), or 607 basis points above the threshold level required for Mr. Hartman to earn an award of the PSUs. Based on the outperformance, Mr. Hartman earned 104,000 shares based on the terms of the Performance Award, as certified by the Compensation Committee as of January 31, 2020.

We have also periodically utilized RSUs, most often in the first few years of an executive’s employment to align his/her interests as a stockholder early in his/her tenure.

Cash

Our total cash program is anchored by data at the 50^th market percentile relative to blended data described further below in the Competitive Market Analysis, and as with our equity program, is influenced by factors such as Company and individual performance, seniority in a role, future impact as well as others. When Mr. Hartman was named CEO, his cash compensation was at or below the 50^th percentile relative to blended data and remained in that range for several years. The improvement in the Company’s performance along with more seniority in roles and the unprecedented competitiveness of the talent market has shifted the Executives’ cash compensation to be between the 50^th and 75^th percentile relative to blended data. Strong performance over time is a key driver to all compensation decisions.