Wednesday,

May 22, 2024

1:30 p.m. EDT

CONMED Headquarters

11311 Concept Blvd

Largo, FL 33773

And the Meeting Website:

www.proxydocs.com/CNMD

On or about

April 8, 2024

To elect eight directors to serve on the Company’s Board of Directors (Proposal No. 1);

To hold an advisory vote on named executive officer compensation (Proposal No. 2);

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 3); and

To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

Curt R. Hartman

Chair of the Board, President and

Chief Executive Officer

PROPOSAL 1 – Election of Directors

Charles M. Farkas

PROPOSAL 2 – Say on Pay

    2024 Proxy Statement 

Highly independent Board, with 7 out of 8 director nominees being independent (see page 3).

•  All Committees are 100% independent (see pages 20-22).

•  Regular executive sessions of independent directors.

Annual Board and Committee self-assessment process (see page 17).

Robust and defined Lead Independent Director role (see pages 17-18).

Enterprise Risk Management process in place, with oversight by the full Board of Directors, including in-depth review and regular updates on key risks. Oversight of cyber-security risk by the Audit Committee (see page 18).

The Environmental, Social and Governance strategy is overseen by the full Board of Directors
(see pages 6-7).

Use of Director skills matrix designed to ensure board has requisite skills (see page 15).

Board tenure limit of 12 years.

Strong ongoing refreshment practice, with 5 new directors since 2015, including 2 new directors since 2019, which provides mix of perspectives and tenure (see page 16).

Our Board of Directors has nominated eight directors for election at this Annual Meeting. As of April 8, 2024, the following aggregate information describes the slated nominees:

•  Average Age of Nominees:    65

•  Average Tenure of Nominees:     7.6 years

•  Diversity of Nominees:

o  38% women

o  13% African American

Majority voting standard for uncontested director elections (see page 9).

By-laws provide for proxy access, stockholder action by written consent, and stockholder ability to call special meeting.

No supermajority voting requirements for certain fundamental transactions.

Annual election of all directors.

Significant stock ownership requirements for officers and directors (see pages 24 and 41).

Members of board of directors and executive officers are not permitted to hedge their stock ownership, or to pledge their CONMED stock as collateral for a loan (see pages 24 and 41).

    2024 Proxy Statement 

Name

Principal Occupation or

Position with the Company

David Bronson

Former Executive Vice President and Chief Financial Officer of PSS World Medical, Inc.; Director of the Company. As noted below, the Board of Directors has determined that Mr. Bronson is independent and is an audit committee financial expert.

Brian P. Concannon

Former President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE); Director of the Company. As noted below, the Board of Directors has determined that Mr. Concannon is independent.

LaVerne Council

Chief Executive Officer Emerald One, LLC. Former National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton LLP, former Assistant Secretary for Information & Technology and Chief Information Officer for the United States Department of Veteran Affairs, and former executive with Johnson & Johnson and DELL, Inc. Ms. Council is also a director on the Board of Concentrix (Nasdaq: CNXC) as well as the Board of Thomson Reuters (NYSE: TRI). As noted below, the Board of Directors has determined that Ms. Council is independent and is an audit committee financial expert.

Charles M. Farkas

Advisory Partner at Bain & Company; former Global Co-Head of Bain’s Healthcare Practice; Director of the Company. Mr. Farkas is on the boards of Intuitive Healthcare, United Bridge Partners, and Medicinal Genomics. As noted below, the Board of Directors has determined that Mr. Farkas is independent.

Martha Goldberg Aronson

Lead Independent Director. Former Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL); Former President of North America, Hill-Rom Holdings, Inc. (NYSE: HRC); Former Senior Vice President, Medtronic (NYSE: MDT); Former Interim Chief Executive Officer of Beta Bionics, Inc.; Former Director of Cardiovascular Systems, Inc. (NASDAQ: CSII) through April 2023; Former Director and Chair of Beta Bionics, Inc.; Former Director of Methode Electronics, Inc. (NYSE: MEI); Former Director Clinical Innovations, LLC; and Director of the Company. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent.

Curt R. Hartman

Chair of the Board, President & Chief Executive Officer of the Company; former Interim Chief Executive Officer and Vice President, Chief Financial Officer of Stryker (NYSE: SYK).

Barbara J. Schwarzentraub

Former Director and Divisional Chief Financial Officer for the Global Information Services Division of Caterpillar, Inc. (NYSE: CAT). As noted below, the Board of Directors has determined that Ms. Schwarzentraub is independent and is an audit committee financial expert.

John L. Workman

Former Chief Executive Officer of Omnicare, Inc. and also former President, Chief Financial Officer and Executive Vice President; Director of the Company. Director of Agiliti, Inc. (formerly Universal Hospital Services); Director of Federal Signal Corp. (NYSE: FSS) and former Director for Care Capital Properties (NYSE: CCP). As noted below, the Board of Directors has determined that Dr. Workman is independent and is an audit committee financial expert.

    2024 Proxy Statement 

    2024 Proxy Statement 

✔  Majority of NEO compensation tied to long-term performance

✔  Equity awards require a double trigger for Change in Control vesting acceleration

✔  Stock ownership guidelines of 4x salary for CEO, 3x for the CFO, and 1x for other NEOs

✔  Robust holding requirements until minimum share ownership requirements are achieved

✔  Caps on incentive plan payouts

✔  Compensation Committee is comprised entirely of independent directors

✔  Compensation Committee engages an independent consultant

✔  Compensation Committee regularly meets in executive session without management present

✔  Annual risk assessment of the compensation program

✔  Minimum vesting schedule of at least 12 months for equity awards

✔  Incentive program designs do not encourage excessive risk taking

✔  Clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements

✔  The CEO is not present during any deliberations or voting of the Compensation Committee or Board regarding CEO compensation

✘  Hedging and pledging stock are prohibited

✘  Our equity plan does not allow repricing of underwater stock options without stockholder approval

✘  We do not provide executive perquisites other than international employees where such perquisites are common

✘  Excise tax gross-ups are not included in our employment arrangements

✘  We do not pay dividends on unvested equity awards

✘  We do not guarantee our annual bonus payments; each bonus requires a threshold of performance

    2024 Proxy Statement 

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 Secretary

Vice President of Global Manufacturing

    2024 Proxy Statement 

Chihuahua, Mexico plant has held the Clean Industry Certification since 2015.

Utica, New York plant is ISO 14001 certified.

100% LED lighting at Utica and Chihuahua plants.

Partners with United Way and TEAMFund to serve communities where we operate and provide medical innovation to underrepresented communities, respectively.

98% of employees participated in the 2023 Gallup Q12 Employee Engagement Survey.

Women make up 53% of our global workforce.

33% gender diversity on Board of Directors leading up to the 2024 Annual Meeting.

Committee Chair rotation every five years.

Board Service tenure limited to 12 years.

100% Independent Directors on all standing Board Committees.

    2024 Proxy Statement 

•   Corporate Governance Practices and Policies

•   Board Assessment and Refreshment

•   Executive Compensation

•   Sustainability Reporting and Disclosures

    2024 Proxy Statement 

    2024 Proxy Statement 

David Bronson     

Age 70

Director since 2015

Committees:

• Corporate Governance and Nominating (Chair)

• Audit

Biographical Information: Mr. Bronson served as Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. from 2002 until it was acquired by McKesson Corp in 2013. Prior to that, he was Chief Financial Officer of Digineer, Inc. from 2001 to 2002 and of VWR Scientific Products from 1995 to 1999, when it was acquired by Merck KGaA. Mr. Bronson previously spent 15 years at Baxter Healthcare,Inc., where he held various senior financial executive positions. He was a director and a member of the Audit Committee of Labsco, Inc. until 2016 and was a director and Audit Committee Chair of AxelaCare,Inc. through November 2015. Mr. Bronson received his Master of Science Degree in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science Degree in Accounting from California State University, Fullerton. The Board of Directors has determined that Mr. Bronson is independent within the meaning of the rules of the New York Stock Exchange, and that he is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

Qualifications: Mr. Bronson’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his prior positions. His exposure to, and familiarity with, healthcare services matters provides an important perspective to the Board. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

Brian P. Concannon

Age 66

Director since 2013

Committees:

• Compensation (Chair)

• Strategy

Biographical Information: Mr. Concannon served as President and CEO of Haemonetics Corporation, a publicly traded company (NYSE: HAE) from April 2009 to October 2015. He joined Haemonetics in 2003 and served in various roles to include the President, Global Markets in 2006 and the Chief Operating Officer in 2007-2009. In April 2009, Mr. Concannon was promoted to President and Chief Executive Officer, and elected to the Haemonetics board of directors. Prior to joining Haemonetics, Mr. Concannon was the President, Northeast Region, for Cardinal Health Medical Products and Services where he was employed since 1998. From 1985 to 1998, he was employed by American Hospital Supply Corporation, Baxter Healthcare Corp and Allegiance Healthcare in a series of sales and operations management positions of increasing responsibility. He has served in leadership roles within the healthcare industry for more than 30 years. Mr. Concannon has been a member of the board of directors of Hivers and Strivers, an investment fund, since September 2020, and a member of the board of directors of VetAccel since November 2019. Mr. Concannon was also a member of the board of directors of South Shore Health and was Vice-Chair from January 2017 through December 2019. He was also a member of the board of directors of My Brother’s Keeper from January 2010 and served as the Chair of the Board from September 2011 through December 2021, and served as a member of the board of Aegle Health Partners from October 2021 to May 2023. Mr. Concannon was also appointed as the Civilian Aide to the Secretary of the Army for Massachusetts in October 2017. Mr. Concannon is a 1979 graduate of West Point. The Board of Directors has determined that Mr. Concannon is independent within the meaning of the rules of the New York Stock Exchange.

Qualifications: Mr. Concannon’s qualifications for election to CONMED’s Board include his experience as a former CEO and director of a publicly-traded medical device company, and the former president of distribution company. Mr. Concannon offers industry experience from a sales and marketing perspective. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

    2024 Proxy Statement 

LaVerne Council

Age 62

Director since 2019

Committees:

• Audit

• Corporate Governance and Nominating

Biographical Information: Ms. Council is the Chief Executive Officer of Emerald One, LLC, a consulting company focused on helping business and technology organizations transform through digital change. She was the National Managing Principal, Enterprise Technology Strategy & Innovation for Grant Thornton LLP from December 2017 until November 2019. She served as the Senior Vice President and General Manager for MITRE Corporation from 2017 through 2018 and as the Assistant Secretary for Information &Technology and Chief Information Officer for the United States Department of Veteran Affairs from 2015 through 2017. Ms. Council was the Chief Executive Officer of Council Advisory Services, LLC from 2012 through 2015 and served as the Corporate Vice President and Global Chief Information Officer for Johnson& Johnson from 2006 through 2011. Before that, she served in several roles of increasing responsibility at DELL, Inc., most recently as the Global Vice President, Information Technology, Global Business Solutions, and Development Services. Ms. Council also serves on the board of directors of Concentrix (Nasdaq :CNXC), where she serves on the Audit and Compensation Committees, as well as the Board of Thomson Reuters (NYSE: TRI), where she serves on the Audit and Risk Committees. Ms. Council received her Master of Business Administration from Illinois State University and her Bachelor of Business Administration from Western Illinois University. She also holds an honorary Doctorate of Business Administration from Drexel University. Ms. Council also serves on the global board of Girl Up a UN Foundation Organization. The Board of Directors has determined that Ms. Council is independent within the meaning of the rules of the New York Stock Exchange, and that she is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

Qualifications: Ms. Council’s qualifications for appointment to CONMED’s Board include her extensive experience as a global operations and information technology executive with budgets ranging up to $4.5 billion per year. The Board strongly believes that the Board and Company benefit from the perspective that Ms. Council brings from her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

Charles M. Farkas    

Age 72

Director since 2014

Committees:

• Compensation

• Strategy

Biographical Information: Mr. Farkas has spent more than 40 years at Bain & Company. Mr. Farkas became an Advisory Partner of Bain & Company on July 1, 2015. Prior to this, Mr. Farkas was a Senior Partner at Bain & Company, served as the Global Co-Head of Bain’s Healthcare Practice and advised leading medical technology and pharmaceutical companies in the United States, Europe, and Asia. He also advised academic medical centers and provider organizations in the United States. Mr. Farkas advised chief executives and senior managers in a wide variety of industries on issues critical to long-term success, including strategy, mergers and acquisitions, and operational effectiveness. He has served as the managing director of Bain Canada and as the global leader of Bain & Company’s Financial Services practice. Prior to working at Bain, Mr. Farkas received a Bachelor of Arts degree from Princeton University and a Masters in Business Administration from Harvard Business School. Mr. Farkas is also on the board of John A. Hartford Foundation, and from 2005 to 2017 was on the board of the Harvard Medical School. Mr. Farkas is on the board of Intuitive Healthcare, a portfolio company of Altamont Capital Partners. Mr. Farkas also serves on the board of United Bridge Partners, an infrastructure fund dedicated solely to financing, building, owning and operating toll bridges for cities, towns, counties, and states, and serves as Chair of the Board of Medicinal Genomics, a venture backed life science company in plant genomics. The Board of Directors has determined that Mr. Farkas is independent within the meaning of the rules of the New York Stock Exchange.

Qualifications: Mr. Farkas’ qualifications for election to CONMED’s Board include his almost 40 years working in the healthcare and medical technology fields in the U.S. and around the world. Mr. Farkas is a highly respected leader and he provides the Board with valuable strategic and governance perspectives, drawing on his vast experience inside and outside the healthcare industry. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

    2024 Proxy Statement 

Martha Goldberg Aronson

Lead Independent Director

Age 56

Director since 2016

Committees:

• Corporate Governance and Nominating

Biographical Information: Ms. Goldberg Aronson has served as Lead Independent Director of the Company since May 2020. Ms. Goldberg Aronson has had responsibility for managing global health care businesses ranging in size from $500 million to $1.0 billion. She was the Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL) from 2012 through 2015, having previously served as the Senior Vice President and President – North America for Hill-Rom Holdings, Inc. (NYSE:HRC) from 2010 to 2012. Prior to that, Ms. Goldberg Aronson was the Senior Vice President and Chief Talent Officer for Medtronic, Inc. (NYSE: MDT), having held various prior general management positions within Medtronic, both in the U.S. and internationally. Ms. Goldberg Aronson holds a Bachelor of Arts Degree in Economics from Wellesley College, and a Masters in Business Administration from Harvard Business School. Ms. Goldberg Aronson also served on the board of directors of Methode Electronics, Inc. (NYSE: MEI) through September 2019, Clinical Innovations, LLC through December 2019, and Cardiovascular Systems, Inc. (NASDAQ: CSII) through 2023. Ms. Goldberg Aronson also served as a director of Beta Bionics from February 2020 through October 2022, having served as interim Chief Executive Officer from February 2022 through August 2022. The Board of Directors has determined that Ms. Goldberg Aronson is independent within the meaning of the rules of the New York Stock Exchange.

Qualifications: Ms. Goldberg Aronson’s qualifications for election to CONMED’s Board include her extensive experience in the global healthcare markets, including leadership roles within medical device companies, and her experience in marketing and talent development. The Board strongly believes that the Board and Company benefits from the perspectives that Ms. Goldberg Aronson brings to the Board and the Company from her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

Curt R. Hartman    

Chair of the Board

Age 60

Director since 2014

Biographical Information: Mr. Hartman has served as Chair of the Board since May 2020, and President & Chief Executive Officer of the Company since November 9, 2014, after having served as Interim Chief Executive Officer of the Company from July 2014 to November 2014, and as a Director of the Company since March 2014. He had a twenty-two year career at Stryker Corporation (“Stryker”) (NYSE: SYK) from 1990 through February 2013. Most recently, he served as the Interim Chief Executive Officer of Stryker from February 2012 to October 2012. Prior to that role, Mr. Hartman was the Vice President of Finance and Vice President, CFO of Stryker from November 2008 to October 2012. Prior to that, Mr. Hartman was Global President, of the Stryker Instruments Division from September 1999 to October 2008. Mr. Hartman has a Bachelor of Science degree in Aerospace Engineering from the University of Michigan and a Harvard Advanced Management Program Certificate from the Harvard Business School. Prior to Mr. Hartman’s appointment as Interim CEO, the Board of Directors had determined that he was independent.

Qualifications: Mr. Hartman’s qualifications for election to CONMED’s Board include his vital role as the Chair, Chief Executive Officer and President of the Company, as well as his experience as a former CFO of a publicly-traded medical device company in the orthopedic space. He offers industry experience from a commercial, operational and financial perspective. He has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

    2024 Proxy Statement 

Barbara J. Schwarzentraub    

Age 58

Director since 2019

Committees:

• Audit (Chair)

Biographical Information: Ms. Schwarzentraub held various roles at Caterpillar, Inc. from 1990 through 2020, including serving as a Director and Divisional Chief Financial Officer for their Global Information Services Division from 2017 until February 2020. From 2016 through 2017, Ms. Schwarzentraub was the Director of Caterpillar’s Global Component Manufacturing and Supply Chain, having previously served as the Director of Caterpillar’s Parts Distribution and Vice President of Caterpillar Logistics Services Inc. from 2010 through 2016. She also served as the Director of Global Finance Transformation from 2006 through 2010. Prior to these roles, Ms. Schwarzentraub held a number of positions of increasing responsibility within Caterpillar. Ms. Schwarzentraub received her Master of Business Administration and Bachelor of Science in Accounting from Bradley University. The Board of Directors has determined that Ms. Schwarzentraub is independent within the meaning of the rules of the New York Stock Exchange, and that she is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

Qualifications: Ms. Schwarzentraub’s qualifications for appointment to CONMED’s Board include her extensive experience in information technology and supply chain management on a global basis, experience in leading large organizations, financial and accounting experience, and recent experience in an active leadership position. The Board strongly believes that the Board and Company benefits from the perspectives that Ms. Schwarzentraub brings to the Board and the Company as a result of her business experience. She has the ability and willingness to serve on the Board, and the correct fit to work in a collegial manner with the other directors.

John L. Workman

Age 72

Director since 2015

Committees:

• Audit

• Strategy

Biographical Information: Dr. Workman served as Chief Executive Officer of Omnicare, Inc. from 2012 to 2014, as President and Chief Financial Officer from 2011 to 2012, and as Executive Vice President and Chief Financial Officer from 2009 to 2010. From 2004 to 2009, he was Chief Financial Officer of HealthSouth Corporation (now Encompass Health Corporation), where he oversaw a comprehensive financial statement reconstruction and reduced the company’s debt level by 50% through both a recapitalization and asset divestitures. Prior to HealthSouth, Dr. Workman served as Chief Executive Officer of U.S. Can Corporation from 2002 to 2004. Dr. Workman started his career at KPMG, where he was a partner from 1981 to 1984. He is currently Chair of the board and the Audit Committee of Agiliti, Inc (NYSE:AGTI). Audit Committee Chair and member of the Compensation Committee and Corporate Governance and Nominating Committee of Federal Signal Corp (NYSE: FSS). Dr. Workman also served on the board of Care Capital Properties from August 2016 until its merger with Sabra Health Care REIT in August 2017. Dr. Workman received his EdD from Olivet Nazarene University, his Master of Business Administration in Finance and Accounting from the University of Chicago and his Bachelor of Science Degree in Accounting from Indiana University. Dr. Workman is a certified public accountant (inactive). The Board of Directors has determined that Mr. Workman is independent within the meaning of the rules of the New York Stock Exchange, and that he is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

Qualifications: Dr. Workman’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his experience as a partner with KPMG. His exposure to, and familiarity with, health care services matters and capital structure issues provides valuable insights and perspectives to the Board. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.

    2024 Proxy Statement 

Personal qualities and characteristics, accomplishments and reputation in the business community;

Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business;

Ability and willingness to commit adequate time to Board and committee matters;

The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and

Diversity of skills, qualifications, expertise (including financial, accounting, compliance, corporate social responsibility, public policy, cyber security or other relevant expertise), professional and industry knowledge, experiences, contacts, viewpoint, geographic location, education, diversity of opinion, and personal characteristics (including gender, ethnicity, race, background) relevant to the Company’s business.

David Bronson (Chair)

LaVerne Council

Martha Goldberg Aronson

    2024 Proxy Statement 

Independent

Strategic Planning

Sales & Marketing Expertise

Operational Effectiveness

Financial Compliance/Reporting

Technology and Innovation/R&D

International Experience

Medical Device Experience

Organizational Capability/ Succession Planning

Stockholders/Capital Markets Experience

Diversity

    2024 Proxy Statement 

    2024 Proxy Statement 

•  An annual dedicated Board meeting focused on the Company’s strategy

•  Enhancements to our director onboarding and education program

•  Board refreshment and changes in board composition

•  Improvements in materials and information provided to the Board

•  New directors with expertise in areas critical to our business strategy and operations

•  Diversification of the location of Board meetings

•  Outside presentations on emerging risks, industry trends, competitive environment, and other topics of interest

•  Additional time allocated for discussions

    2024 Proxy Statement 

Chair

Lead Independent Director

Prepares the agenda for meetings of the Board of Directors and committees, in consultation with the Lead Independent Director, and the chairs of the various Board Committees

Provides advice and consultation to Chair, and consults as to the agenda for meetings of the Board of Directors and committees, and has the authority to add items to the agenda

Establishes the schedule for Board and Committee meetings in light of the quarterly reporting obligations, investor conferences and meetings, and conflicting scheduling demands

Consults with Chair concerning schedule for meetings to ensure there is sufficient time to discuss all agenda items

Provides leadership

for the Board of Directors during the meetings by presiding over the meetings, and for communications among directors between meetings

Presides over the meetings of the independent directors in executive session, and in the absence of the Chair

Guides the Board’s annual self-assessment

Serves as the liaison between the Chief Executive Officer and the independent directors between meetings, including providing feedback of discussions during executive sessions

Presides over the Annual Meeting of Stockholders

Has the authority to call a meeting of the Board, including a meeting of the independent directors

Acts as a sounding board for the Chair and CEO

Speaks to or meets individually with the Chair and CEO prior to and following each Board meeting or calls as appropriate

Establishes the priorities for the Board of Directors

Advises the CEO of the Board’s information needs

Guides the Board’s annual assessment of the CEO

Is available, as needed, to meet with stockholders

aggregates all significant risks that may have a material impact on the Company;

assesses industry-wide risks as experienced by competitors and others in the same industry as well as emerging risks, including, for example, cyber security and data privacy;

identifies a plan to mitigate, reduce or manage each identified risk, to the extent possible;

reviews each identified risk, with frequent monitoring of significant risks; and

provides the Board with reports on the overall enterprise risk management process, including a dashboard showing the likelihood and potential of each risk identified, as well as an identification of the trends for each risk, with management providing more in-depth reviews of key risks identified by management, or as requested by the Board.

    2024 Proxy Statement 

Corporate
Governance

and

Nominating

Compensation

Compliance

Cyber Security

Enterprise Risk

Financial Disclosure

Governance

Human Capital Management

Product Safety

Legal

Regulatory (FDA)

Business Strategy

Other Risks (e.g. Climate, ESG, other)

    2024 Proxy Statement 

Audit

Committee

Compensation

Committee

Corporate

Governance and

Nominating Committee

Strategy

Committee

Barbara J. Schwarzentraub,

Chair

Brian Concannon,

Chair

David Bronson,

Chair

Jerome Lande,

Chair

•   Oversight of the Company’s accounting and financial reporting principles, policies and internal accounting controls and procedures.

•   Oversight of the Company’s financial statements and the independent audit thereof.

•   Nominating the outside independent registered public accounting firm to be proposed for stockholder approval.

•   Evaluating and, where deemed appropriate, replacing the independent registered public accounting firm.

•   Pre-approving all services permitted to be performed by the independent registered public accounting firm.

•   Approving related-party transactions.

•   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 of concerns regarding questionable accounting or auditing matters.

•   The oversight of the Company’s response to claims involving potential financial fraud or ethics matters.

•   Overseeing the Company’s financial statement and financial reporting risks.

    2024 Proxy Statement 

General

•   Establishing the Company’s general compensation philosophy, and to oversee the development and implementation of compensation programs.

•   Reviewing the Company’s policies with respect to recoupment of compensation or clawbacks.

•   Approving issuances under, or any material amendment of, any tax qualified, nondiscriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer or employee will acquire stock or options.

•   Overseeing compensation-related risks.

•   Overseeing regulatory compliance with respect to compensation matters.

CEO and CEO Executive Direct Reports

•   Reviewing and approving any severance, termination agreements, payments proposed to executive direct reports of the CEO.

•   Determining, or to recommending to the Board for determination, all components of the compensation of all other officers who report directly to the CEO of the Company.

•   Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, and to determine, or to recommend to the Board for determination, all components of the CEO’s compensation level based on this evaluation.

•   Reviewing the Company’s recommendation as to the frequency of ‘Say on Pay’ votes, and to consider the results of any stockholder votes on compensation matters.

•   Reviewing the Company’s compensation plan, as to cash, equity or otherwise, with respect to the compensation of independent Directors on a periodic basis.

•   Reviewing the leadership structure of the Board and its respective committees, and how the Board’s oversight functions relate to the leadership structure.

•   Identifying individuals believed to be qualified to become Board members, and recommending to the Board the nominees to stand for election as directors.

•   Developing and recommending to the Board a set of corporate governance principles applicable to the Company.

•   Establishing procedures for the Committee to exercise oversight of the evaluation of the Board.

•   Identifying Board members qualified to fill vacancies on any committee of the Board and recommending that the board appoint the identified member or members to the respective committee.

•   Recommending to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board.

    2024 Proxy Statement 

•   Strategy Facilitation. Work with the executive team to oversee the development and implementation of the Company’s corporate strategy.

•   Investments, Acquisitions and Divestitures. Provide input to the executive team on investment, acquisition and divestiture opportunities, and enable agile and efficient consideration by the full Board of inorganic initiatives.

    2024 Proxy Statement 

Name

2023 Annual

Retainer Total

(Paid Quarterly)

2024 Annual

Retainer Total

(Paid Quarterly)

Lead Independent Director

Directors (Non-Executive only)

Audit Committee Chair

Audit Committee Member

Governance or Compensation Committee Chair

Governance or Compensation Committee Member

Strategy Committee Chair

Strategy Committee Member

    2024 Proxy Statement 

(a)

Name

Fees Earned

or

Paid in
Cash

($)¹

Stock

Awards

($)²

Option

Awards

($)²

David Bronson

Brian P. Concannon

LaVerne Council

Charles M. Farkas

Martha Goldberg Aronson

Jerome J. Lande

Barbara J. Schwarzentraub

Dr. John L. Workman

Cash fees paid to directors may not match the amounts listed in the Director Cash Compensation Plan above due to changes in the committee assignments during the course of 2023. The fees earned or paid in cash with respect to Mr. Lande include amounts paid directly to Scopia Capital Management LP (“Scopia”).

Amounts in these columns reflect the grant date fair value of RSUs and stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 10, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2023 Annual Report on Form 10-K (available at https://www.conmed.com/en/about-us/investor-relations).

Name

Stock Awards

Outstanding (#)

David Bronson

Brian P. Concannon

LaVerne Council

Charles M. Farkas

Martha Goldberg Aronson

Jerome J. Lande

Barbara J. Schwarzentraub

Dr. John L. Workman

    2024 Proxy Statement 

    2024 Proxy Statement 

Terence M. Berge

Vice President, Corporate

Controller

Age 54

Mr. Berge was promoted to Vice President, Corporate Controller in April 2015. Prior to this promotion, Mr. Berge served as the Company’s Treasurer from March 2008 through March 2015. In March 2013, Mr. Berge’s title was changed to Corporate Vice President, Treasurer and Assistant Controller. He joined the Company in June 1998 as Assistant Corporate Controller. Prior to joining the Company, Mr. Berge was employed by Price Waterhouse LLP from 1991 through 1998 where he served most recently as an audit manager. Mr. Berge is a certified public accountant and holds a Bachelor of Science degree in Accounting from the State University of New York at Oswego.

Patrick J. Beyer

President, International and Global Orthopedics

Age 58

Mr. Beyer was became our President International and Global Orthopedics in October 2020. Prior to this role, Mr. Beyer served as President of CONMED International, a role he held since joining the Company in December 2014. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, Mr. Beyer spent 21 years at Stryker Corporation (NYSE:SYK) where he led Stryker Europe from 2005 to 2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer is on the board of Bioventus (previously Misonix), where he is a member of the Audit Committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts degree in Economics and Western Michigan University with an Master of Business Administration degree in Finance. He also completed Harvard Business School’s Advanced Management Program.

Edward Clifford

Vice President, Global

Manufacturing

Age 48

Mr. Clifford joined the Company in July 2023 as Vice President of Global Manufacturing. Prior to joining the Company, Mr. Clifford was employed in the role of Executive Director Supply Chain by Consumers Energy Corporation, an investor-owned utility, from 2017 to 2023. Prior to this, Mr. Clifford worked at Stryker Corporation (NYSE:SYK) from 2008 to 2017, most recently as the Director Service, Global Process Owner. Prior to this, Mr. Clifford worked at Eaton (NYSE:ETN) from 2000 – 2008, most recently as a Commodity Manager. Mr. Clifford earned his Bachelor of Science degree in mechanical engineering with a minor in mathematics from Western Michigan University.

Heather L. Cohen

Executive Vice President and Chief Human Resources and Legal Officer and Secretary

Age 51

Ms. Cohen was promoted to Executive Vice President and Chief Human Resources and Legal Officer in December 2022, and reassumed the additional responsibilities of Secretary in September 2023. Previously, she served as Executive Vice President Human Resources from 2018 to 2023, Executive Vice President Human Resources and Secretary from 2015 to 2018, Executive Vice President Human Resources, Deputy General Counsel, and Secretary from 2013 to 2015, Vice President Corporate Human Resources, Deputy General Counsel, and Secretary from 2008 to 2015, Deputy General Counsel from 2002 to 2008, and Associate Counsel from 2001 to 2008. Prior to joining the Company, Ms. Cohen was an Associate Attorney with the law firm Getnick Livingston Atkinson Gigliotti & Priore, LLP from 1998 to 2001. Ms. Cohen holds a Bachelor of Arts degree in Political Science and Education from Colgate University and a Juris Doctorate degree from Emory University.

John Ferrell

Executive Vice President, Human Resources

Age 56

Mr. Ferrell was promoted to Executive Vice President Human Resources in December 2022. Prior to this, Mr. Ferrell served as Vice President Human Resources, International and Global Orthopedics from 2021 to 2022, and Vice President Human Resources, International from 2015 to 2021. Prior to joining the Company, Mr. Ferrell was employed by Stryker Corporation (NYSE:SYK) from 1994 to 2015, where he was the Vice President Human Resources for the Orthopedic Group from 2012 through 2015, previously having served as the Vice President Human Resources and Organizational Development, Europe from 2009 to 2012. Mr. Ferrell serves on the Board of LECMPA, a non-profit insurer for transportation workers. Mr. Ferrell has a Bachelor of Arts degree in Psychology from Oakland University, and Master of Arts degree in Labor and Industrial Relations from Michigan State University.

    2024 Proxy Statement 

Todd W. Garner

Executive Vice President, Finance and Chief Financial Officer

Age 55

Mr. Garner joined the Company as Executive Vice President and Chief Financial Officer in January 2018. Prior to joining CONMED, he served as Vice President Investor Relations for C.R. Bard, Inc. from 2011 until December 2017. Mr. Garner’s prior roles with C.R. Bard, Inc. include Vice President, Controller (Division Chief Financial Officer) for its Medical division from 2007 to 2011, Director of Financial Reporting from 2005 to 2007 and the Controller of the Reynosa Operations from 2003 to 2005. Prior to working at C.R. Bard, Inc., Mr. Garner was the acting Chief Financial Officer and Controller at Echopass Corporation (currently Genesys Corporation) from 2000 to 2003, the Controller and Value Planning Manager at Futura Industries, Corp. from 1997 to 2000, Accounting Manager at Excel Communications in 1997 and Accounting Coordinator at Verizon from 1995 to 1996. Mr. Garner began his career with Arthur Andersen LLP, where he was a senior auditor from 1992 to 1995. Mr. Garner holds a Master of Business Administration degree from the University of Texas – Rio Grande Valley, and a Bachelor of Science degree in accounting from Brigham Young University. Mr. Garner is also a Certified Public Accountant.

Brent Lalomia

Vice President, Quality Assurance, Regulatory Affairs, Customer

Experience, and Logistics

Age 49

Mr. Lalomia assumed the role of Vice President, Quality Assurance, Regulatory Affairs, Customer Experience, and Logistics in May 2023. Prior to this, he served in the role of Vice President, Quality Assurance and Regulatory Affairs from 2019 to 2023. Prior to joining the Company, Mr. Lalomia worked at Stryker Corporation (NYSE:SYK) from 1996 to 2019, most recently as the Vice President, Quality Assurance and Facilities Management of the Stryker Instruments Division from 2014 to 2019. Mr. Lalomia holds a Master of Business Administration from the University of Notre Dame and a Bachelor of Science degree in Mechanical Engineering from Western Michigan University.

Johonna Pelletier

Treasurer and Vice President, Tax

Age 51

Ms. Pelletier was promoted to Treasurer and Vice President, Tax in April 2015. Prior to this, she joined the Company in 2005 as Tax Director. Prior to joining the Company, she was employed by PricewaterhouseCoopers where she most recently served as a tax senior manager. She is a certified public accountant and graduated with a Bachelor of Science degree in Accounting from Le Moyne College.

Stanley W. (Bill) Peters

President, Advanced Surgical and Advanced Endoscopic

Technologies

Age 49

Mr. Peters was promoted to President Advanced Surgical and Advanced Endoscopic Technologies in March 2022. Prior to this, Mr. Peters joined the Company as Vice President and General Manager, U.S. Advanced Surgical in 2015. Prior to joining the Company, Mr. Peters served as Director of Sales for Mako Surgical Corporation from 2012 to 2014. Mako was purchased by Stryker Corporation (NYSE:SYK) in December 2013. Prior to this, Mr. Peters served as an executive with Endo Gastric Solutions from 2011 to 2012 and in sales leadership roles at Intuitive Surgical from 2009 to 2011. Prior to Intuitive Surgical, Mr. Peters was employed at Stryker Corporation in sales leadership from 2004 to 2009. Mr. Peters graduated from Ohio University with a Bachelor of Business Administration degree in Finance.

Peter K. Shagory

Executive Vice President, Strategy and Corporate Development

Age 55

Mr. Shagory joined the Company as Executive Vice President, Strategy and Corporate Development in May 2015. Mr. Shagory has more than 25 years of experience in healthcare venture investing and mergers and acquisitions through his previous venture capital, investment banking and corporate roles. Prior to joining the Company, Mr. Shagory led the strategy and business development efforts for Cardinal Health’s (NYSE:CAH) Medical Products Group within the Medical Segment from 2013 to 2015 where he played a key role in Cardinal Health’s entry into interventional cardiovascular and the advanced wound care categories. Prior to that, Mr. Shagory led the healthcare and life sciences investment effort at Baird Venture Partners from 2004 to 2013, focusing on medical technology and research tools and diagnostics. Mr. Shagory earned a Master of Business Administration from Dartmouth’s Tuck School of Business and a Bachelor of Science degree in Finance from Miami University in Oxford, Ohio.

    2024 Proxy Statement 

    2024 Proxy Statement 

    2024 Proxy Statement 

Curt R. Hartman

Chair of the Board, President, and Chief Executive Officer

Todd W. Garner

Executive Vice President, Finance and Chief Financial Officer

Patrick J. Beyer

President, International and Global Orthopedics

Stanley (Bill) W. Peters

President, Advanced Surgical and Advanced Endoscopic Technologies

Heather L. Cohen

Executive Vice President and Chief Human Resources and Legal Officer and Secretary

CD&A Table of Contents

Topic

Overview of Executive Compensation

30

Compensation Philosophy

30

Compensation Philosophy in Action

31

Executive Compensation Best Practices

32

Key Compensation Elements Summary

33

What has Changed in 2023?

33

Compensation Setting Process

34

Key Compensation Decisions

35

Role of Board of Directors, Management, and Independent Compensation Consultant

35

Risk Assessment

36

2023 Base Salary

36

2023 Executive Bonus Plan

38

2023 Equity Compensation

39

Stock Ownership Guidelines

41

Policy Prohibiting Hedging and Pledging of Company Stock

41

Additional Compensation Policies and Practices

41

Compensation Committee Report on Executive Compensation

45

    2024 Proxy Statement 

Compensation Discussion and Analysis

Attract, retain, and motivate top talent.

•   We provide competitive compensation programs that attract and retain talented executives with a strong track record of success, resulting in a high performing and stable leadership team.

•   We continue to monitor market trends and adjust compensation programs accordingly, where relevant.

Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as facilitate executive retention.

•   Our incentive programs are designed to drive accountability for executing our strategy.

•   For our business unit executives, annual bonuses are tied, in part, to their respective business unit performance; for corporate executives, annual bonuses are tied to total company performance; annual equity awards for all executives are based on overall company performance.

•   We set target performance levels that are challenging and aligned to the goals we communicate to investors.

•   We set and reward achievement of commensurately more challenging goals with above-target payout levels.

Align the executives’ interests with those of stockholders through incentives linked to specific performance of objective goals.

•   Our program provides an appropriate mix of compensation elements balancing short-term and long-term considerations.

•   Cash payments reward achievement of short-term goals while equity awards encourage our named executives to deliver sustained strong results over multi-year performance periods.

•   We continue to emphasize the portion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, to further align our executives with investors’ interests.

Appropriately balance growth and risk.

•   Our equity awards have specific holding and retention requirements for senior executives (including all of our NEOs), which discourage excessive risk taking by keeping long-term compensation aligned with our share price performance even after it is earned.

•   The Compensation Committee and Board retain discretion to adjust compensation for quality of performance and lack of adherence to Company values.

    2024 Proxy Statement 

Compensation Discussion and Analysis

✔  Majority of NEO compensation tied to long-term performance

✔  Equity awards require a double trigger for Change in Control vesting acceleration

✔  Stock ownership guidelines of 4x salary for CEO, 3x for the CFO, and 1x for other NEOs

✔  Robust holding requirements until minimum share ownership requirements are achieved

✔  Caps on incentive plan payouts

✔  Compensation Committee is comprised entirely of independent directors

✔  Compensation Committee engages an independent consultant

✔  Compensation Committee regularly meets in executive session without management present

✔  Annual risk assessment of the compensation program

✔  Minimum vesting schedule of at least 12 months for equity awards

✔  Incentive program designs do not encourage excessive risk taking

✔  Clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements

✔  The CEO is not present during any deliberations or voting of the Compensation Committee or Board regarding CEO compensation

✘  Hedging and pledging stock are prohibited

✘  Our equity plan does not allow repricing of underwater stock options without stockholder approval

✘  We do not provide executive perquisites other than international employees where such perquisites are common

✘  Excise tax gross-ups are not included in our employment arrangements

✘  We do not pay dividends on unvested equity awards

✘  We do not guarantee our annual bonus payments; each bonus requires a threshold of performance

    2024 Proxy Statement 

Compensation Discussion and Analysis

Provide base pay level aligned with roles, responsibilities, and individual performance to attract and retain top talent.

Focus executives on the achievement of longer-term financial performance directly aligned to relative Total Shareholder Return (“TSR”).

Reward stock price performance over time.

Base salaries are based on a review of compensation paid by peer companies and other survey data. Base salary is evaluated annually, and subject to adjustment based on individual performance, or in connection with an executive taking on substantially increased responsibilities.

Bonus targets as a percentage of salary range from 65% to 110%

A significant portion of overall compensation, at target, ranging from 73% for the CEO to an average of 61% for the other NEOs, consists of equity compensation vesting over 3, 4, or 5 years.

The 2023 equity grants to the CEO were awarded with 50% in target value in PSUs and 50% in target value in stock options. For our other executives, the target value was split 75% in stock options and 25% in PSUs.

    2024 Proxy Statement 

Compensation Discussion and Analysis

Individual performance over time; 

Anticipated future impact;

Experience, unique skills/talents, knowledge;

Individual motivators.

Market Capitalization – 1/3 to 3x the Company’s 30-day average market value, now ranging from $900 million to $8.3 billion, with CONMED landing at the 32^nd percentile;

Revenue – 1/3 to 3x the Company’s trailing twelve-month revenue, now ranging from $340 million to $3.06 billion, with CONMED falling at the 52^nd percentile;

Headcount – 1/3 to 3x the Company’s headcount, now ranging from 1,275 to 11,400, with CONMED being at the 65^th percentile.

    2024 Proxy Statement 

Compensation Discussion and Analysis

    2024 Proxy Statement 

Compensation Discussion and Analysis

Multiple metrics that balance revenue and profitability

Linear payout schemes with performance thresholds and caps

Reasonable pre-set goals which are well-defined and communicated

A strong recoupment policy

Training on our Code of Conduct and other policies that educate employees on appropriate behaviors and the consequences of inappropriate actions; and

Balance of short and long-term compensation that align with creating value in our stock]

    2024 Proxy Statement 

Compensation Discussion and Analysis

Name

% Change

2023 Compared
to 2022

Curt R. Hartman

Todd W. Garner