DEF 14A

DEF 14A 1 d99361ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

CONMED CORPORATION

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):



☑	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:



☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:


	(2)	Form, Schedule or Registration Statement No.:


	(3)	Filing Party:


	(4)	Date Filed:

LOGO

Notice of Annual Meeting of Stockholders





Date and Time:		Location:
Wednesday, May 19, 2021 at 1:30 p.m. (EDT)		www.proxydocs.com/CNMD



Record Date:		Proxy Mail Date:
March 29, 2021		On or about April 9, 2021

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CONMED Corporation (the “Company”) will be held virtually for the following purposes:

(1)

To elect ten directors to serve on the Company’s Board of Directors;

(2)

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;

(3)

To hold an advisory vote on named executive officer compensation;

(4)

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

The stockholders of record at the close of business on March 29, 2021, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Due to the public health and safety concerns arising from the COVID-19 pandemic, this year’s Annual Meeting will be a “virtual” meeting. Stockholders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.proxydocs.com/CNMD (the “Virtual 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 Virtual 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.


		By Order of the Board of Directors,



		Daniel S. Jonas Executive Vice President, Legal Affairs, General Counsel & Secretary

April 9, 2021

Virtual Meeting Instructions

Virtually Attending the Annual Meeting

For Stockholders Who Are Registered Holders

Stockholders of record at the close of business on the record date of March 29, 2021, may attend and participate in the Annual Meeting remotely by accessing the online meeting platform at www.proxydocs.com/CNMD (the “Virtual 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 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 Virtual 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:

•

Beneficial Holders may join as a “Guest” in listen-only mode by accessing the Virtual Meeting Website using the link and password provided above, clicking on the “I am a guest” button and entering the requested information on the following screen. Beneficial Holders who login as guests will not be permitted to ask questions or vote.

•

Beneficial Holders who have obtained a legal proxy from the record holder and who wish to ask questions or vote, may join as a “Stockholder” but must register in advance by emailing an image of the legal proxy, in the Beneficial Holder’s name, from the broker, bank or other nominee that holds the shares as well as the Beneficial Holder’s address to legalproxy@computershare.com. A legal proxy can be obtained either by logging into the voting site listed on the previously-provided Voter Instruction Form and clicking on “Vote in person at the meeting” or by requesting one through the broker, bank or other nominee who is the registered holder of the shares. After completing this process, Computershare will provide the Beneficial Holder with a 16-digit control number that can be used to log in to Virtual Meeting Website using the link and password described above to ask questions or vote at the Annual Meeting

For Guests

Individuals who are not stockholders of record as of March 29, 2021 or registered Beneficial Holders may attend the Annual Meeting remotely as a “Guest” in listen-only mode by accessing the Virtual 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 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 COVID-19 related 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 electronically during the Annual Meeting by clicking on the “[Vote Here]” field on the Virtual Meeting Website.



2021 Proxy Statement

Virtual Meeting Instructions

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 during the Annual Meeting. Only stockholders of record as of the close of business on the record date of March 29, 2021 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 by accessing the Virtual 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 https://www.conmed.com/en/aboutus/investors/corporategovernance/. 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 Virtual Meeting Website as well as on CONMED’s Investor Relations webpage at https://www.conmed.com/en/aboutus/investors/investor-relations, for additional information about the rules and procedures for submitting questions.

Additional Information

Please visit the Virtual Meeting Website or CONMED’s Investor Relations webpage at https://www.conmed.com/en/about-us/investors/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.



				2021 Proxy Statement

Table of Contents



ANNUAL MEETING OF STOCKHOLDERS			1

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING			1

VOTING RIGHTS			1

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS			2

GOVERNANCE HIGHLIGHTS			3

PROPOSAL ONE: ELECTION OF DIRECTORS			4

NOMINEES FOR ELECTION AT THE ANNUAL MEETING			5

PROPOSAL TWO: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			7

PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			8

OTHER BUSINESS			9

STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING			10

CORPORATE GOVERNANCE MATTERS			11
Directors, Executive & Other Officers and Nominees for the Board of Directors			11
Skills Matrix, Board Refreshment and Diversity			18
Board Refreshment and Term Limits			19
Annual Board Self-Evaluation			19
Environmental, Social and Governance			20
Meetings of the Board of Directors and Committees, Leadership Structure and Risk Oversight			21
Audit Committee Report			24
Corporate Governance and Nominating Committee Report			25
Communications with the Board of Directors			26
Ethics Disclosure			27

PRINCIPAL ACCOUNTING FEES AND SERVICES			28

COMPENSATION DISCUSSION AND ANALYSIS			29
I. Executive Summary			29
II. Business Strategy Link to Compensation			30
Overview of Pay Program			32
Compensation Program Governance			33
2020 Say-on-Pay Results			33
III. Objectives and Philosophy			33
IV. Compensation Decision-Making Process			34
Risk Assessment			34
V. Competitive Market Analysis			34
VI. Elements of Executive Compensation			35
VII. Share Ownership: Prohibition on Hedging and Pledging			40
VIII. Additional Compensation Policies and Practices			40



COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION			45

SUMMARY COMPENSATION TABLE			46

GRANTS OF PLAN-BASED AWARDS			48

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR- END			49

OPTION EXERCISES AND STOCK VESTED			50

NON-QUALIFIED DEFERRED COMPENSATION			51

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL			52

TERMINATION/NO CHANGE IN CONTROL			52

TERMINATION/CHANGE IN CONTROL			53

DIRECTOR COMPENSATION			54

PAY RATIO			57

BOARD OF DIRECTORS AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			58

INSURANCE FOR DIRECTORS AND OFFICERS			59

ANNUAL REPORT			60

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			61

DELINQUENT SECTION 16(a) REPORTS			62

CONMED CORPORATION

Proxy Statement

Annual Meeting of Stockholders

MAY 19, 2021

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 virtually on Wednesday, May 19, 2021 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, submit questions and vote during the live webcast by visiting www. www.proxydocs.com/CNMD (the “Virtual 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 9, 2021 to all stockholders of record on March 29, 2021, which is the record date for the Annual Meeting.

Shares of the Company’s common stock, par value $.01 per share (“Common Stock”), represented remotely via the Virtual 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 persons named as proxies are Daniel S. Jonas and Sarah M. Oliker, who are, respectively, the Executive Vice President, Legal Affairs, General Counsel & Secretary, and Assistant General Counsel and Assistant 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.

As part of our on-going precautions regarding the COVID-19, the Company is holding the Annual Meeting of Stockholders by means of remote communication. The details on how to participate remotely are available at https://www.conmed.com/en/about-us/investors/investor-relations, 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 three proposals expected to be submitted for stockholder approval at the Annual Meeting, one which is 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. These proposals are more fully described below.

Voting Rights

The holders of record of the 29,076,211 shares of Common Stock outstanding on March 29, 2021 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, remotely via the online platform or by proxy will constitute a quorum for the transaction of business at the



_{2021 Proxy Statement}				1

Proxy Statement

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:

•

For Proposal 1 (Election of Directors), under Delaware law the director nominees who receive the greatest number of votes at the meeting will be elected to the Board of Directors of the Company (subject to the Company’s majority voting principles described below on page 4 under the heading (Proposal One: Election of Directors). Votes against, and votes withheld in respect of, a candidate have no legal effect, except in the case of votes withheld to the extent they revoke earlier dated proxy cards.

•

Proposal 2 (Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm) requires the affirmative vote of the holders of a majority of the votes cast at the meeting in order to be approved by the stockholders.

•

Proposal 3 (Advisory Vote on Named Executive Officer Compensation) seeks the favorable vote of a majority of the votes cast at the meeting required for approval, on an advisory basis.

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) and (3) and in the proxies’ 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) and (3) are considered “non-discretionary” items and stockholders who do not submit any voting instructions to their brokerage firm will not have their shares counted in determining the outcome of these proposals at the Annual Meeting. This is known as a “broker non-vote.” 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 9, 2021, we sent to stockholders of record at the close of business on March 29, 2021, a Notice of Internet Availability of Proxy Materials (a “Notice of Internet Availability”) containing instructions on how to access our 2021 Proxy Statement and 2020 Annual Report online, and how to vote online for the 2021 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 2021 Proxy Statement and our 2020 Annual Report to Stockholders, including our Annual Report on Form 10-K, are available at www.proxydocs.com/CNMD.



2				2021 Proxy Statement

Governance Highlights

We have implemented several governance best practices:




Effective Board Leadership and Independent Oversight								Highly Independent Board, with 9 out of 10 directors being independent (see page 32). All Committees are 100% Independent (see pages 36). Regular Executive Sessions of Independent Directors. Annual Board and Committee Review Process (see page 19). Robust and Defined Lead Independent Director Role (see page 21). Enterprise Risk Management Process in Place, including oversight of cyber-security, overseen by the full Board of Directors, with annual in-depth review and regular updates on key risks (see pages 21-22). Corporate Social Responsibility, including environmental, social and governance strategy, overseen by full Board of Directors (see pages 19-20).




Board Diversity and Refreshment								Strong Ongoing Refreshment Practice, with 5 new directors since 2015 (see page 18). Average Board Tenure of approximately 5.8 years for nominees (see page 18) Regular Rotation of Committee Chairs after five years (see page 19) Average Age of Directors is 59.6 (see page 18). Commitment to Diversity, with the three most recently added directors being women, including one African-American woman (See page 18). Use of Director Skills Matrix Designed to Ensure Board Has Requisite Skills (see page 18).




Focus on Stockholder Rights								Majority Voting Standard for Uncontested Director Elections (see page 4). By-Laws Provide for Proxy Access, Stockholder Action by Written Consent and Stockholder Ability to Call Special Meeting (see page 8 and 9). Recently Removed Supermajority Voting Requirements for Certain Fundamental Transactions




Transparency and Accountability								Annual Election of All Directors Significant Stock Ownership Requirements for Officers and Directors (see page 53, 54 and 70) 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 39 and 55).



2021 Proxy Statement				3

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 is comprised of ten 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, ten directors are to 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 ten 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 re-election 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 non-executive directors are expected to offer not to stand for reelection upon having completed 15 years of service as a director. For directors who have completed 15 years of service as a director during their terms, the expectation is that they will offer not to stand for reelection but will complete their terms. Notwithstanding the foregoing, the expected retirement 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. Executive directors are not subject to the 15-year tenure limit.



4				2021 Proxy Statement

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:



Name	Age	Served as Director Since	Principal Occupation or Position with the Company

David Bronson	68	2015	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	63	2013	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	59	2019	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 noted below, the Board of Directors has determined that Ms. Council is independent.

Charles M. Farkas	69	2014	Advisory Partner at Bain & Company; former Global Co-Head of Bain’s Healthcare Practice; Director of the Company. As noted below, the Board of Directors has determined that Mr. Farkas is independent.

Martha Goldberg Aronson	53	2016	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); Director of Cardiovascular Systems, Inc. (NASDAQ: CSII); Director of Beta Bionics, Inc. since February 2020; Director of Methode Electronics, Inc. (NYSE: MEI) through September 2019; Director Clinical Innovations, LLC through December 2019; and Director of the Company. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent.

Curt R. Hartman	57	2014	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).

Jerome J. Lande	45	2014	Partner and Head of Special Situations for Scopia Capital Management L.P.; Former Managing Partner of Coppersmith Capital; formerly a Partner at MCM Capital Management; Director of the Company; Director for Itron, Inc. (NASDAQ: ITRI). As noted below, the Board of Directors has determined that Mr. Lande is independent.

Barbara J. Schwarzentraub	54	2019	Former Director and Divisional Chief Financial Officer for the Global Information Services Division of Caterpillar, Inc. (NYSE: CAT) from 2017 through February 2020. As noted below, the Board of Directors has determined that Ms. Schwarzentraub is independent and is an audit committee financial expert.

Mark E. Tryniski	60	2007	President and Chief Executive Officer of Community Bank System, Inc. (NYSE: CBU); former partner of PricewaterhouseCoopers LLP; former Chair of the Board of the Company and previous Lead Independent Director; Director of New York Bankers Association; and Director of the New York Business Development Corporation. As noted below, the Board of Directors has determined that Mr. Tryniski is independent, and is an audit committee financial expert.

Dr. John L. Workman	69	2015	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

SEC Form DEF 14A filed by CONMED Corporation