gmed-20260424

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

(Amendment No. )

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o			Preliminary Proxy Statement
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x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12


GLOBUS MEDICAL, INC.
(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



			Globus Medical, Inc.
			Valley Forge Business Center
			2560 General Armistead Avenue
			Audubon, PA 19403

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2026

To the stockholders of Globus Medical, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Globus Medical, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, June 3, 2026 at 6:00 p.m., Eastern Time, at our corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

The purposes of the Annual Meeting, as more fully described in the accompanying proxy statement, are:

1.To elect two Class II directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

2.To approve an amendment to the 2021 Equity Incentive Plan to increase the number of authorized shares thereunder by 1,000,000;

3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;

4.To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers; and

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

Only stockholders of record at the close of business on April 13, 2026, may vote at the Annual Meeting or any adjournment, postponement or continuation thereof.

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached Proxy Statement is being made available, to our stockholders beginning on or about April 24, 2026.


			By Order of the Board of Directors,

			Kelly G. Huller Executive Vice President, General Counsel and Corporate Secretary
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares promptly. To vote your shares, you can (1) use the Internet as described in the Notice of Internet Availability of Proxy Materials in the attached Proxy Statement and on your proxy card; (2) call the toll-free telephone number as described in the attached Proxy Statement and on your proxy card; or (3) complete, sign and date your proxy card and return your proxy card by mail.

Audubon, Pennsylvania

April 24, 2026

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are forward-looking statements. We have tried to identify forward-looking statements by using words such as “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar words. These forward-looking statements are based on our current assumptions, expectations and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted. These risks and uncertainties include, but are not limited to, the risks set forth in “Item 1A. Risk Factors” our Annual Report on Form 10-K for the year ended December 31, 2025 and those discussed in other documents we file with the Securities and Exchange Commission. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this Proxy Statement. Except as may be required by law, we undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.

WEBSITES

Website addresses referenced in this Proxy Statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this Proxy Statement and is not incorporated by reference herein.


TABLE OF CONTENTS
GENERAL INFORMATION			1

PROPOSAL 1 ELECTION OF DIRECTORS			5

PROPOSAL 2 APPROVAL OF AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN			15

PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24

PROPOSAL 4 ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“Say-on-Pay Vote”)			26

EXECUTIVE OFFICERS			27

COMPENSATION DISCUSSION AND ANALYSIS			27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			44

TRANSACTIONS WITH RELATED PERSONS			46

STOCKHOLDER PROPOSALS			47

ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT			49

HOUSEHOLDING OF PROXY MATERIALS			49

OTHER MATTERS			49

GLOBUS MEDICAL, INC.

Valley Forge Business Center

2560 General Armistead Avenue

Audubon, PA 19403


PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Globus Medical, Inc., a Delaware corporation (the “Company,” “Globus,” “Globus Medical,” “our,” “we,” or “us”), of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournments, postponements or continuations thereof. The Annual Meeting will be an in-person only meeting beginning at 6:00 p.m., Eastern Time, on Wednesday, June 3, 2026 at our corporate headquarters located at 2560 General Armistead Avenue, Audubon, Pennsylvania 19403. The “proxy materials” include this Proxy Statement, our Annual Report for the year ended December 31, 2025 (including our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026) (the “2025 Annual Report”) and, if you are receiving printed copies of the proxy materials by mail, the proxy card. We are making these proxy materials available to our stockholders electronically via the Internet beginning on April 24, 2026. Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials via the Internet and how to vote online. As a result, you will not receive a paper copy of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials and in this Proxy Statement, and to request to receive a set of the proxy materials by mail or electronically, in either case free of charge. If you would like to receive a paper or electronic copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

Annual Meeting Admission

Attendance at the Annual Meeting is limited to stockholders of record as of April 13, 2026, the record date for the Annual Meeting.

If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the Annual Meeting, you must present proof of your ownership of Globus stock, such as a bank or brokerage account statement, as of the record date to be admitted to the Annual Meeting.

Stockholders also must present a form of personal identification in order to be admitted to the Annual Meeting.

No cameras, recording equipment or electronic devices will be permitted in the Annual Meeting.

Stockholders Entitled to Vote

Only holders of record of our Class A common stock and Class B common stock as of the close of business on April 13, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or at any adjournment, postponement or continuation thereof. You are entitled to cast one vote for each share of our Class A common stock you own on the record date and 10 votes for each share of our Class B common stock you own on the record date. As of the record date for the Annual Meeting, 113,235,426 shares of our Class A common stock and 22,430,097 shares of our Class B common stock were outstanding.

Notice of Internet Availability of Proxy Materials

As permitted by the SEC, we are making this Proxy Statement and our 2025 Annual Report available to our stockholders electronically via the Internet. In accordance with this e-proxy process, we are sending our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached Proxy Statement and our 2025 Annual Report via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials. If you elect to receive a paper copy of our proxy materials, our 2025 Annual Report will be mailed to you along with the Proxy Statement and a proxy card.

How to Vote

Your vote is important. Stockholders can vote via the Internet, by telephone, by mail, or in person by attending the Annual Meeting and voting by ballot as described below.

Vote via Internet

If you choose to vote via Internet, simply visit www.proxyvote.com and follow the steps outlined on the secure website.

Vote by Mail

If you choose to receive printed copies of the proxy materials, you may vote by simply marking your proxy card, dating and signing it, and returning it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY, 11717.

Vote by Telephone

If you choose to vote via telephone, call toll free 1-800-690-6903 using a touch-tone telephone and follow the instructions provided on the recorded message. If you hold shares beneficially, through a broker, brokerage firm, bank or other nominee, please refer to the instructions provided to you by such broker, brokerage firm, bank or other nominee regarding voting by telephone.

Voting at the Annual Meeting

Voting via the Internet, by telephone or by mail will not limit your right to vote at the Annual Meeting if you decide to attend and vote in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting. You should contact your bank or brokerage account representative to obtain a legal proxy.

If you vote via the Internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on June 2, 2026.

All shares of common stock that have been properly voted or for which proxy cards have been properly executed and returned, and not revoked, will be voted at the Annual Meeting.

General Information on Voting and Required Vote

The presence of the holders of a majority of the voting power of the shares of common stock outstanding as of the record date and entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum.

Provided that a quorum is present, stockholders will vote on (1) two nominees for election as Class II directors, (2) the approval of an amendment to the 2021 Equity Incentive Plan to increase the number of authorized shares thereunder by 1,000,000, (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s registered public accounting firm for the year ending December 31, 2026, and (4) the approval, on an advisory basis, of the compensation of our named executive officers. Stockholders may also vote on such other business as may properly be brought before the Annual Meeting or any adjournment, postponement or continuation thereof.

For the proposals above, a “broker non-vote” will occur when a broker or other nominee does not have the discretionary authority to vote shares with respect to one or more of the proposals because the broker has not received voting instructions from the beneficial owner of such shares but the broker returns a proxy voting such shares on other proposals for which the broker does have authority to vote. We believe that brokers and other nominees have the authority to vote their customers’ shares on the ratification of the appointment of our independent registered public accounting firm, even if their customers do not instruct their brokers or nominees how to vote on these matters, and that brokers and nominees have no authority to vote their customers’ shares with respect to any other proposal unless instructed how to vote. Generally, broker non-votes will be counted for purposes of determining whether there is a quorum present at the Annual Meeting. The effect of broker non-votes on each proposal is discussed below.

For proposal (1) above, you may vote “FOR” or “WITHHOLD” for each director nominee. Directors will be elected by a plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal at the Annual Meeting. A vote of “WITHHOLD” with respect to this matter will not be voted for this matter but these shares will be counted for purposes of determining whether there is a quorum present at the Annual Meeting. Accordingly, a “WITHHOLD” vote will have no effect on the election of the nominees for director. Shares represented by a proxy as to which there is a broker non-vote for such proposal will have no effect on the outcome of such proposal.

For each of proposals (2), (3), and (4) above, you may vote “FOR,” “AGAINST” or “ABSTAIN.” The approval of the amendment to the 2021 Equity Incentive Plan, the ratification of our registered public accounting firm, and the approval of our named executive officer compensation on an advisory basis will each require the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal at the Annual Meeting. A vote of “ABSTAIN” with respect to any such proposal will not be voted with respect to that matter but these shares will be counted for purposes of determining whether there is a quorum present at the Annual Meeting and as shares that are entitled to vote on such proposal. Accordingly, abstentions will have the effect of a vote “AGAINST” the approval of the amendment to the 2021 Equity Incentive Plan, the ratification of the appointment of our independent registered accounting firm, and the approval, on an advisory basis, of the compensation to be paid to our named executive officers. Shares represented by a proxy as to which there is a broker non-vote will have no effect on the respective outcomes of the following proposals: (1) the proposal to approve the amendment to the 2021 Equity Incentive Plan and (2) the proposal to approve our named executive officer compensation on an advisory basis. Because brokers and other nominees have the authority to vote their customers’ shares on the ratification of the appointment of our independent registered public accounting firm, we do not expect to receive any broker non-votes with respect to that proposal.

All shares of common stock for which proxies have been properly executed and delivered, and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you sign, date and return your proxy card but do not give voting instructions, the shares of common stock represented by that proxy will be voted in accordance with the Board’s recommendations as follows:

1.FOR each of the nominees for election as a Class II director.

2.FOR the approval of the amendment to the 2021 Equity Incentive Plan to increase the number of authorized shares thereunder by 1,000,000.

3.FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.

4.FOR the approval, on an advisory basis, of the compensation of our named executive officers.

5.In the named proxies’ discretion with respect to such other business as may properly be brought before the Annual Meeting or any adjournment, postponement or continuation thereof.

Voting on Other Matters

If other matters are properly presented at the Annual Meeting for consideration, the persons named on the proxy card will have the discretion to vote on those matters for you. At the date we began printing this Proxy Statement, no other matters had been raised for consideration at the Annual Meeting.

How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the Annual Meeting by:

•sending written notice of revocation to the Secretary of the Company, which such notice must be received by the Secretary by 5:00 p.m. on June 2, 2026;

•timely delivering a valid, later-dated proxy; or

•attending the Annual Meeting and voting in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor from the holder of record, to be able to vote at the Annual Meeting.

List of Stockholders

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 9:30 a.m. and 4:30 p.m., at our principal executive offices at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, by contacting Kelly G. Huller, the Corporate Secretary of the Company.

Cost of Proxy Solicitation

We will bear all expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement. Pursuant to SEC rules, we are making this Proxy Statement and our 2025 Annual Report available to our stockholders electronically via the Internet. In addition to soliciting proxies by Internet and mail, proxies may be solicited by telephone, text message, email, facsimile or personally by our directors, officers and employees. None of these directors, officers or employees will receive any additional or special compensation for this solicitation. We will, on request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners of our common stock and obtaining their voting instructions.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 3, 2026: This Proxy Statement, the proxy card and the 2025 Annual Report are available at www.proxyvote.com.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors currently consists of ten members (and one vacancy) divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual meeting of stockholders. At each annual meeting of stockholders, successors to the class of directors whose term expires at such meeting will be elected for a term of three years. Each director will serve until a successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. There is no limit to the number of terms a director may serve. Our Corporate Governance Guidelines provides that independent directors should offer to resign as of the end of the term during which such director reaches the age of 72. Upon receipt of any such offer to resign, the Nominating and Corporate Governance Committee evaluates whether to accept such offer and provide its recommendation to the Board.

Two of our directors are nominated for election this year. Each director to be elected and qualified at the Annual Meeting will hold office until the 2029 annual meeting of stockholders and will serve until his or her successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. Each of the nominees listed below is currently a Class II director. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee becomes unavailable or unable to serve as director before the Annual Meeting, the shares of common stock represented by executed proxies will be voted for the election of a substitute nominee proposed by our Board of Directors or, in the alternative, the Board of Directors may elect to reduce its size.

Our Board of Directors believes that each of our current directors, including those nominated for election this year, is highly qualified to serve as a member of our Board of Directors and each has contributed to the mix of skills, core competencies and qualifications of the Board of Directors. Our directors are highly experienced and have varied backgrounds and skills, as well as extensive track records of success in what we believe are relevant positions. We believe that we benefit from our longer tenured directors, as they possess knowledge of our history, operations and corporate philosophy.

Board of Directors

The following table sets forth information concerning our directors as of date of this Proxy Statement

Name

Age

Position and Committee Memberships

Board Class

Term Expires

David C. Paul

Chairman of the Board of Directors and Executive Chairman; Compensation Committee Chair and Nominating and Corporate Governance Committee

2028

Keith W. Pfeil

Director, President and Chief Executive Officer; Member of the Nominating and Corporate Governance Committee

2026(1)

David D. Davidar

Director; Member of the Compensation Committee and Nominating and Corporate Governance Committee

III

2027

Daniel T. Lemaitre

Director; Member of the Compensation Committee and Audit Committee

2028

Ann D. Rhoads

Director; Audit Committee Chair and Member of the Nominating and Corporate Governance Committee

2028

James R. Tobin

Director, Nominating and Corporate Governance Committee Chair and Member of the Compensation Committee

III

2027

Stephen T. Zarrilli

Director, Member of the Audit Committee

III

2027

Robert A. Douglas

Director, Member of the Audit Committee

2026(1)

Leslie V. Norwalk, Esq.

Director, Member of the Audit Committee

2028

Daniel J. Wolterman

Director; Member of the Compensation Committee

III

2027

(1) If the director nominees are elected at the Annual Meeting, their term will expire in 2029.

Nominees for Director

The following is a brief biography of each nominee for director and a discussion of the relevant experiences, qualifications, attributes or skills of each nominee that, together with other relevant factors, led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director as of the date of this Proxy Statement.

Robert A. Douglas joined our Board of Directors in December of 2019, and is a member of our Board’s Audit Committee. He has over thirty years of experience in medical device technology, with particular expertise in digital health. From 2012 to 2023, Mr. Douglas served as the President and Chief Operating Officer in the Office of the Chief Executive Officer (“CEO”) for Resmed Inc. (NYSE: RMD, ASX: RMD) (“Resmed”), a medical device and software applications company specializing in cloud-connected devices. Resmed’s solutions diagnose, treat and manage respiratory disorders and improve care in out-of-hospital settings. Currently, Mr. Douglas serves on the Board of Directors and Audit Committee of PolyNovo Limited (ASX: PNV), a disruptive medical technology company, based in Melbourne, Australia. Its products simplify management of acute complex wounds, redefining healing with meaningfully differentiated patient outcomes across multiple wound etiologies. From 2024 to 2026, Mr. Douglas served on the Board of Directors of XCMR. Prior to that, he served as Vice Chairman on the Board of Directors of the San Diego Regional Economic Development Corporation and was a member of its Executive Committee. He also served as Vice Chairman on the Board of Directors of EvoNexus, a non-profit technology incubator and hub for Southern California’s startup community designed to accelerate the growth and success of entrepreneurial companies. Mr. Douglas has an M.B.A. from Macquarie University, a Bachelor of Engineering, Electrical with 1st Class Honors, and a Bachelor of Science, Computer Sciences from the University of New South Wales, Sydney. Mr. Douglas’s extensive operating experience, leadership roles, and his financial and accounting expertise qualify him to serve on our Board of Directors and as an audit committee financial expert on the Board’s Audit Committee.

Keith W. Pfeil has served as President and CEO of Globus Medical, Inc. since July 2025 and as a member of the Company’s Board of Directors since that time. Mr. Pfeil previously served as Chief Operating Officer and Chief Financial Officer beginning in February 2024 and as Chief Financial Officer from August 2019 to February 2024. During his tenure with the Company, Mr. Pfeil has overseen a broad portfolio of functions, including finance, operations, information technology, quality, strategy, investor relations, tax, pricing, internal audit and business development. He played a leadership role in the Company’s strategic combination with NuVasive, Inc. (“NuVasive”) and the subsequent integration of the two organizations. Prior to joining Globus Medical, Mr. Pfeil spent more than 15 years at CSS Industries, Inc., a publicly traded consumer products company, where he held roles of increasing responsibility across audit, controllership, financial planning and analysis, investor relations, treasury and business development, culminating in his service as Executive Vice President and Chief Financial Officer. Earlier in his career, Mr. Pfeil held positions within the assurance and transaction advisory practices of Ernst & Young LLP, KPMG LLP and Arthur Andersen LLP. Mr. Pfeil holds a Bachelor of Science degree in Accounting from Elizabethtown College and an M.B.A. from Saint Joseph’s University.

Vote Required

Provided that a quorum is present, the nominees for director who receive the most affirmative votes will be elected to fill the available seats on our Board of Directors.

The Board of Directors recommends a vote FOR the election of the above Class II director nominees.

Continuing Directors

The following is a brief biography of each current director who is not standing for election at the Annual Meeting but will continue to serve on our Board of Directors following the Annual Meeting as of the date of this Proxy Statement.

David D. Davidar has served on our Board of Directors since 2003 and is a member of the Board’s Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Davidar served as our Senior Vice President, Operations from January 2013 until March 2016 and as our Vice President, Operations from 2003 to January 2013. He founded Trinity Axis Inc, a company that designs, develops, and integrates hardware, software, and electronics primarily in the smart vending space, and currently serves as its President and Chief Executive Officer. Prior to Globus, Mr. Davidar served as the Executive Director of Highway Home, an assisted living facility, from 1995 to 2003. Mr. Davidar also served in a management capacity for Pizza Hut, Inc. from 1993 to 1995. Mr. Davidar received a B.Com. in commerce, economics and management from the University of Madras, a postgraduate diploma in personnel management

at the Madras School of Social Work, and an M.B.A. from Bloomsburg University. Mr. Davidar’s role as one of our founders and his operational leadership of our Company have contributed significantly to our success and provided him with a deep familiarity with our Company, its history and business, and he brings valuable operational insight and managerial skills to our Board of Directors.

Daniel T. Lemaitre has served on our Board of Directors since April 2011 and is a member of the Board’s Compensation Committee and Audit Committee. Mr. Lemaitre previously served as the CEO of BlueWind Medical, a neuromodulation company based in Israel, from January 2020 until September 2024 after serving as its Executive Chairman from September 2018 until January 2020. Mr. Lemaitre most recently served as the President and Chief Executive Officer of Direct Flow Medical. Previously, Mr. Lemaitre served as Chief Executive Officer of White Pine Medical, a venture-backed medical device start-up company, from June 2009 until May 2015. Prior to White Pine Medical, Mr. Lemaitre served as the President and CEO of CoreValve, a privately-held company focused on percutaneous aortic valve replacement, from April 2008 until its acquisition by Medtronic PLC, a publicly-traded medical device company, in April 2009. From 2005 until March 2008, Mr. Lemaitre was a Senior Vice President at Medtronic, where he led the company’s strategic planning and corporate development. Prior to joining Medtronic PLC, Mr. Lemaitre spent 28 years as an investment analyst in the medical device field. This included 18 years with SG Cowen, where he was a managing director and led the healthcare research team, and six years with Merrill Lynch. Mr. Lemaitre holds a B.A. in Economics from Bethany College and an M.B.A. from Bowling Green State University. Mr. Lemaitre previously served on numerous boards including CoreValve, Direct Flow Medical, Inc., Mitralign Inc., Endologix, Inc. (Chair), Nitinol Development Corporation, and Bioventus Inc. (Chair). Mr. Lemaitre’s extensive business, managerial, executive and leadership experience in the medical device industry, as well as his recent experience as a director of a publicly traded medical device company bring to our Board of Directors a meaningful understanding of our business and industry and valuable skills related to strategic planning for a public company. These skills and experience, as well as his financial and accounting skills and expertise, qualify him to serve as one of our directors.

David C. Paul is the Chairman of the Board of Directors, having served in this role since the Company’s inception in 2003, and is a member of the Board’s Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Paul served as our CEO from our inception in 2003 until August 2017, when he transitioned into the role of Executive Chairman. Prior to founding Globus, Mr. Paul was employed at Synthes Holding AG (formerly Synthes-Stratec) (“Synthes”) in various positions. Mr. Paul served as Director of Product Development for Synthes in his last position, where he was responsible for product development and marketing functions. Prior to Synthes, Mr. Paul worked as a Research Engineer in biomaterials research at Temple University. Mr. Paul is named inventor on over 300 patents and published applications. Mr. Paul received a B.S. in mechanical engineering from the University of Madras, and an M.S. in computer integrated mechanical engineering systems from Temple University. Mr. Paul also serves on the board of directors of Free Flow Medical, Inc., an early-stage medical device company, and Cross Ventures, LLC, a real estate development company. Mr. Paul brings to our Board of Directors valuable perspective and experience as our founder, former CEO, current Executive Chairman and largest stockholder, as well as leadership skills, industry experience and knowledge, discipline and dedication to our mission that qualify him to serve as one of our directors.

Leslie V. Norwalk, Esq. has served as a member of our Board of Directors since September 2023. Ms. Norwalk previously served as a member of the board of directors of NuVasive from May 2014 to September 2023. Ms. Norwalk is currently strategic counsel to Epstein Becker & Green, EBG Advisors and National Health Advisors. She also serves as a healthcare, regulatory and policy advisor to several private equity firms. Ms. Norwalk previously served the George W. Bush Administration as the acting administrator for the Centers for Medicare & Medicaid Services. She managed the day-to-day operations of Medicare, Medicaid, State Child Health Insurance Programs, Survey and Certification of Health Care Facilities and other federal health care initiatives. For the four years prior, she was the agency’s deputy administrator, responsible for the implementation of the hundreds of changes made under the Medicare Modernization Act, including the Medicare Prescription Drug Benefit. Prior to serving under the Bush Administration, she practiced law in the Washington, D.C. office of Epstein Becker & Green where she advised clients on a variety of health policy matters. She also served in the George H.W. Bush Administration in the White House Office of Presidential Personnel, and the Office of the U.S. Trade Representative. Ms. Norwalk serves as a director of Arvinas Inc. (NASDAQ: ARVN), CVS Health Corporation (NYSE: CVS) and Neurocrine Biosciences Inc. (NASDAQ: NBIX), as well as several privately held healthcare companies. She is a member of APCO Worldwide’s International Advisory Council. Ms. Norwalk earned a B.A., cum laude, in economics and international relations from Wellesley College and a J.D. from the George Mason University School of Law.

Ann D. Rhoads has served on our Board of Directors since July 2011 and is the Chairperson of the Board’s Audit Committee and a member of its Nominating and Corporate Governance Committee. Ms. Rhoads most recently served as the Chief Financial Officer of Forty Seven, Inc. (NASDAQ: FTSV), a clinical-stage biotechnology company from March 2018 to April 2020. Previously, Ms. Rhoads was Executive Vice President and Chief Financial Officer of Zogenix, Inc. (NASDAQ: ZGNX), a pharmaceutical company, from March 2010 through January 2017. From 2000 through the end of 2009, Ms. Rhoads served as the Chief Financial Officer of Premier, Inc., a healthcare supply management company. Ms. Rhoads holds a B.S. in finance from the University of Arkansas and an M.B.A. from Harvard Business School. Ms. Rhoads also serves on the board of directors of Quidel Corporation (NASDAQ: QDEL). Ms. Rhoads’ experience as the chief financial officer of publicly traded biotechnology and pharmaceutical companies brings valuable financial skills and expertise to our Board of Directors that includes significant executive management experience and leadership skills, and a strong understanding of corporate governance principles, which qualifies her to serve on the Board of Directors.

James R. Tobin has served on our Board of Directors since August 2015 and is a member of the Board’s Nominating and Corporate Governance Committee and Compensation Committee. Mr. Tobin served as President and CEO of Boston Scientific Corporation from March 1999 to July 2009. Before joining Boston Scientific Corporation, Mr. Tobin served as the President and CEO of Biogen, Inc., from 1997 to 1998 and as its Chief Operating Officer from 1994 to 1997. Mr. Tobin also worked at Baxter International in various capacities from 1972 to 1994, including as its President and Chief Operating Officer from 1992 to 1994. Mr. Tobin currently serves as chairman of the board of directors of TransMedics, Inc. (NASDAQ: TMDX), a company specializing in technology for preservation of organs for transplant. He also serves on the board of directors of Lyra Therapeutics Inc. (NASDAQ: LYRA), a clinical-stage company developing medicines precisely designed to target ear, nose and throat (ENT) diseases, and Xenter, Inc., a privately held interventional cardiology medical device company. Mr. Tobin served as a Lieutenant in the U.S. Navy from 1968 to 1972. Mr. Tobin holds an M.B.A. from Harvard Business School and an A.B. from Harvard College. Mr. Tobin is well qualified to serve on our Board of Directors and on its Compensation Committee and Nominating and Corporate Governance Committee for numerous reasons, including his decades of experience as a senior executive of large multinational healthcare and medical device companies, which includes his service as President and CEO of Boston Scientific Corporation.

Daniel J. Wolterman has served on our Board of Directors since September 2023. Mr. Wolterman previously served as a member of the board of directors of NuVasive from July 2015 to September 2023 and as board chair from May 2021 to September 2023. Mr. Wolterman is currently CEO of Wolterman Consulting, LLC, a provider of strategic and operational consulting services to healthcare providers and other entities. From January 2018 to May 2019, Mr. Wolterman served as CEO of Endoquest Robotics (formerly ColubrisMX, Inc.) and X-Cath, both privately held medical device companies. Mr. Wolterman previously served as President and CEO of Memorial Hermann Health System, the largest not-for-profit health system in Southeast Texas, from 2002 until May 2016. He has more than 40 years of experience in the healthcare industry and a long history of community involvement. He currently serves as a member of the board of directors of Hyperfine, Inc. (NASDAQ: HYPR). Mr. Wolterman earned a B.S. in business administration, an M.B.A. in finance from the University of Cincinnati and a master’s degree in healthcare administration from Xavier University.

Stephen T. Zarrilli has served on our Board of Directors since May 2019 and is a member of the Board’s Audit Committee. Mr. Zarrilli has over 25 years of finance, investment and operating experience in technology and life science enterprises. Mr. Zarrilli also has substantial governance experience with public companies. From July 2018 to March 2020, Mr. Zarrilli served as the President and CEO of the University City Science Center, an urban research park that provides commercialization resources to life science and technology entrepreneurs. From 2012 to 2018, Mr. Zarrilli served as the President, CEO and Director of Safeguard Scientifics, Inc., a capital provider to technology and life science companies, which he joined in 2007 as Senior Vice President and Chief Financial Officer. He began his career at Deloitte & Touche LLP (“Deloitte”) and was previously the Chairman and Founder of the Penn Valley Group, a management advisory firm; Chief Financial Officer of Fiberlink Communications Corporation, a security software company; CEO of Concellera Software, Inc., a document management software company; and CEO of US Interactive, Inc., a digital marketing firm. He holds a B.S. in accounting from LaSalle University and has completed the Advanced Management Program at the Wharton School of the University of Pennsylvania. Mr. Zarrilli’s extensive operating experience, leadership roles, and his financial and accounting expertise qualify him to serve on our Board of Directors as an audit committee financial expert.

Information Concerning the Board of Directors and Corporate Governance

Board Composition

Our business and affairs are managed under the direction of our Board of Directors. Our Amended and Restated Bylaws (as amended from time to time, the “Bylaws”) provide that our Board of Directors must consist of between five and 11 directors, and such number of directors within this range may be determined from time to time by resolution of our Board of Directors or our stockholders. Our current Board of Directors is comprised of 10 members (and one vacancy) and is divided into three classes. Upon the expiration of the initial term of office for each class of directors, each director in such class will be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office or by a vote of our stockholders at a duly convened meeting.

There are no family relationships between any directors, director nominees, and executive officers.

For information regarding the members of our Board of Directors, please see the discussion of their respective experiences, qualifications, attributes and skills under “Proposal 1-Election of Directors” above.

Board Meetings

Our Board of Directors holds regular meetings throughout the year and holds special meetings as and when necessary. Our full Board of Directors held five regular meetings and two special meetings in 2025. Each director attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served during 2025.

Our Board of Directors encourages but does not require independent directors to attend the annual meeting of stockholders. Two of our directors, though none of our independent directors, attended our 2025 annual meeting of stockholders.

Director Qualifications

In accordance with our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee of the Board establishes criteria for Board membership, which is reviewed periodically by the Board, and recommends individuals for membership on the Company’s Board. In general, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, entrepreneurial background and experience, and high-level business management experience. The Nominating and Corporate Governance Committee and the Board of Directors does not have a formal policy on diversity.

In making its recommendations, the Nominating and Corporate Governance Committee reviews candidates’ qualifications based on the criteria set forth in the Corporate Governance Guidelines. All candidates are reviewed using the same criteria, regardless of the source of the candidate.

In evaluating a current director for re-nomination to the Board, the Nominating and Corporate Governance Committee will assess the performance of such director. The Nominating and Corporate Governance Committee also periodically reviews the composition and size of the Board in light of the current challenges and needs of the Board.

Director Independence

Our Board of Directors has affirmatively determined that Messrs. Lemaitre, Tobin, Douglas, Zarrilli, Davidar, and Wolterman, and Mses. Rhoads and Norwalk meet the definition of “independent director” under New York Stock Exchange (“NYSE”) listing standards. Additionally, the Board determined that Dr. John A. DeFord, who served on the Board until March 23, 2026, was independent during his tenure as director. Mr. Paul, our founder and Executive Chairman, and Mr. Pfeil, our Chief Executive Officer, are not independent.

We are a “controlled company” as set forth in NYSE Rule 303A.00 because more than 50% of the voting power of our common stock is held by David C. Paul, our Chairman of the Board of Directors and Executive Chairman. Under NYSE rules, a “controlled company” may elect not to comply with certain NYSE corporate governance requirements, including the requirement that a majority of the Board of Directors consist of independent directors and the requirement that director nominations and executive compensation must be approved by a majority of independent directors or a Nominating and Corporate Governance Committee or Compensation Committee comprised solely of independent directors. We rely, and intend to continue to rely, on certain of these exemptions from the corporate governance requirements. In particular,

though we have determined that a majority of our directors and all of the members of our Audit Committee are independent, the Board’s Compensation Committee and Nominating and Corporate Governance Committee do not consist entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Board Leadership Structure

David C. Paul, our founder and Executive Chairman, is the Chairman of our Board of Directors, and Keith W. Pfeil is the CEO. The Board has determined that a leadership structure consisting of separate Chairman of the Board of Directors and CEO roles is appropriate for the Company at this point in time. While the Board believes that it is important to have a Chairman of the Board of Directors with an extensive history with and knowledge of the Company, as is the case with our founder and Executive Chairman, it also recognizes the value of independent Board leadership. As such, the Board leadership structure also includes a Lead Independent Director.

The Board of Directors has selected Jim Tobin to be the Lead Independent Director. The duties of our Lead Independent Director include calling and presiding over meetings of our non-management directors as well as presiding over meetings of the Board of Directors where our Chairman is not present. In addition, our Lead Independent Director also serves as a liaison between our management directors and non-management directors.

Our non-management directors meet in executive sessions at least once annually and our Lead Independent Director presides over such meetings.

Role of the Board in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of the risks that we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors works to ensure that the risk management processes designed and implemented by management are adequate and functioning as designed.

Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through our Board of Directors as a whole, as well as delegating certain oversight responsibilities to its standing committees. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our entire Board of Directors also monitors the effectiveness of our corporate governance guidelines. Our Board of Directors also oversees our risk management relating to cybersecurity infrastructure and data protection and security-related risks. The Board receives reports regarding such risks from management, including our Senior Vice President of Corporate Quality and IT.

Our Compensation Committee assesses whether our compensation policies and practices for our employees create incentives that are reasonably likely to have a material adverse effect on the Company.

Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors oversight of the performance of our internal audit function and reviews risk assessments related to cybersecurity.

As a medical device company, we have also implemented a compliance function that monitors compliance with various company policies, specifically those governing relationships with health care professionals and compliance with anti-kickback laws and laws restricting off-label promotion of medical devices. Our Audit Committee is responsible for oversight of our compliance function, but our Board of Directors, as a whole, also receives regular updates regarding, and evaluates the effectiveness of, our compliance program.

Committees of the Board of Directors

Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The written charters for these committees are available on our website at https://www.investors.globusmedical.com/corporate-governance/governance-documents. Our Board of Directors may from time to time establish other standing committees. In addition, from time to time, special committees may be established under the direction of our Board of Directors when necessary to address specific issues.

Audit Committee

We have an Audit Committee consisting of Ann D. Rhoads, Daniel T. Lemaitre, Stephen T. Zarrilli, Robert A. Douglas, and Leslie V. Norwalk, each of whom has been determined to be an independent director. The Audit Committee is responsible for, among other things:

•appointing, terminating, compensating and overseeing the work of any accounting firm engaged to prepare or issue an audit report or other audit, review or attest services;

•reviewing and approving, in advance, all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;

•reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and controls and the audits of our financial statements;

•establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters;

•investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the Audit Committee deems necessary;

•determining compensation of the independent auditors and of advisors hired by the Audit Committee and ordinary administrative expenses;

•reviewing and discussing with management and the independent auditor the annual and quarterly financial statements prior to their release;

•monitoring and evaluating the independent auditor’s qualifications, performance and independence on an ongoing basis;

•reviewing reports to management prepared by the internal audit function, as well as management’s response;

•reviewing and assessing the adequacy of the formal written charter on an annual basis; and

•handling such other matters that are specifically delegated to the Audit Committee by our Board of Directors from time to time.

Our Board of Directors has affirmatively determined that each member of our Audit Committee, Mses. Rhoads and Norwalk and Messrs. Lemaitre, Douglas and Zarrilli, meets the definition of an “independent director” for purposes of serving on an Audit Committee under the applicable NYSE listing standards (including the enhanced independence standards for audit committee members under the NYSE listing standards), and that each of Mses. Rhoads and Norwalk and Messrs. Lemaitre, Douglas and Zarrilli is financially literate under the applicable NYSE listing standards and is an “audit committee financial expert.” The designation as an audit committee financial expert does not impose upon such designees any duties, obligations, or liabilities that are greater than those of any other member of the Audit Committee and the Board.

In 2025, our Audit Committee held four meetings.

Compensation Committee

We have a Compensation Committee consisting of Daniel T. Lemaitre, James R. Tobin, David D. Davidar, and Daniel J. Wolterman, each of whom has been determined to be an independent director under applicable NYSE listing standards (including the enhanced independence standards for compensation committee members under the NYSE listing standards), and David C. Paul, our Executive Chairman. The Compensation Committee is responsible for, among other things:

•reviewing and approving the compensation, employment agreements and severance arrangements and other benefits of all of our executive officers and key employees;

•reviewing and approving, on an annual basis, the corporate goals and objectives relevant to the compensation of the executive officers, and evaluating their performance in light thereof;

•reviewing and making recommendations, on an annual basis, to the Board of Directors with respect to director compensation;

•reviewing and discussing with management the compensation of our executive officers, and recommending that it be included in the annual proxy statement or Annual Report on Form 10-K, as applicable;

•periodically reviewing and assessing the adequacy of the formal written charter; and

•such other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time.

The Compensation Committee has authority to delegate responsibility to subcommittees. Messrs. Lemaitre and Tobin, each of whom is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act, also serve on our Equity Compensation Committee, a standing subcommittee of our Compensation Committee established to administer our equity-based compensation plans.

In 2025, our Compensation Committee held two meetings.

Nominating and Corporate Governance Committee

We have a Nominating and Corporate Governance Committee consisting of James R. Tobin, Ann D. Rhoads, and David D. Davidar, each of whom has been determined to be an independent director under applicable NYSE listing standards, David C. Paul, our Executive Chairman, and Keith W. Pfeil, our President and Chief Executive Officer. Dr. John A. DeFord served on the Nominating and Corporate Governance Committee until he resigned from the Board on March 23, 2026. The Nominating and Corporate Governance Committee is responsible for, among other things:

•identifying and screening candidates for our Board of Directors, and recommending nominees for election as directors;

•establishing procedures to exercise oversight of the evaluation of the Board of Directors and management;

•developing and recommending to the Board of Directors a set of corporate governance guidelines, as well as reviewing these guidelines and recommending any changes to the Board of Directors;

•reviewing the structure of the Board of Directors’ committees and recommending to the Board of Directors for its approval directors to serve as members of each committee, and where appropriate, making recommendations regarding the removal of any member of any committee;

•evaluating CEO performance and conducting CEO and senior management planning;

•developing and assessing standards for independence and director independence;

•reviewing and assessing the adequacy of the formal written charter on an annual basis; and

•generally advising our Board of Directors on corporate governance and related matters.

In 2025, our Nominating and Corporate Governance Committee did not meet, but conducted business by written consent.

Board Self-Assessment

Our Board of Directors performs an annual self-evaluation process in which each director evaluates the Board of Directors as a whole and each committee on which he or she serves. After these evaluations are complete, the results are discussed by the Board of Directors and each committee, as applicable, and, if necessary, action plans are developed.

At least once a year, the Board of Directors, or the Nominating and Governance Committee, evaluates the size and composition of the Board of Directors to assess the skills and experience of directors, and compares them with those skills that might prove valuable in the future, giving consideration to the changing circumstances of the Company and the then current Board of Directors membership. This assessment enables the Board of Directors to consider whether the skills and experience of the existing members continue to be appropriate as the Company’s needs evolve over time.

Compensation Committee Interlocks and Insider Participation

In 2025, our Compensation Committee consisted of Daniel T. Lemaitre, James R. Tobin, David D. Davidar and Daniel J. Wolterman, each of whom has been determined to be an independent director under applicable NYSE listing standards (including the enhanced independence standards for compensation committee members under the NYSE listing standards), and David C. Paul, our Executive Chairman. Mr. Davidar served as our Senior Vice President, Operations from January 2013 until March 2016 and as our Vice President, Operations from 2003 to January 2013. Mr. Paul served as our Chief Executive Officer from our inception in 2003 until August 2017, when he transitioned into the role of Executive Chairman.

None of our executive officers serve as members of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. No interlocking relationship exists between any member of the Board of Directors and any member of the compensation committee (or other committee performing equivalent functions) of any other company.

Mr. Paul, our Executive Chairman, has served on our Compensation Committee since 2007.

Prohibitions on Hedging, Pledging and Margin Accounts

We maintain an insider trading policy that applies to our directors and officers and to our employees and consultants who receive or have access to material nonpublic information. Our insider trading policy prohibits our directors and our officers who are required to file Forms 3 or 4 pursuant to Section 16 of the Exchange Act from holding Company stock, whether held directly or indirectly, in margin accounts, pledging Company stock as collateral for a loan, or engaging in hedging or monetization transactions in respect of Company stock. Our insider trading policy strongly discourages our employees from holding Company stock in margin accounts, pledging Company stock as collateral for a loan, or engaging in hedging or monetization transactions in respect of Company stock.

Code of Ethics and Corporate Governance Guidelines

We have adopted a code of ethics relating to the conduct of our business by all of our employees, officers and directors, as well as a code of ethics specifically for our principal executive officer and senior financial officers. Both codes of ethics, and our corporate governance guidelines, are posted on our website at https://www.investors.globusmedical.com/corporate-governance/governance-documents.

Interested Party Communications with the Board of Directors

We have established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member or all members of the Board of Directors, any committee of the Board of Directors, or any chair of any committee by mail. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to Kelly G. Huller, our Corporate Secretary, at Globus Medical, Inc., Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, PA 19403. Communications received may be reviewed by the Corporate Secretary for the sole purpose of determining whether it is appropriate.

Audit Committee Report

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025 and internal controls over financial reporting with our management and Deloitte, our independent registered public accounting firm for the year ended December 31, 2025. Further, the Audit Committee has discussed with Deloitte the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the rules of the SEC relating to the firm’s judgment about the quality,

not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the consolidated financial statements.

The Audit Committee also has received the written disclosures and the letter from Deloitte required by the applicable standards of the PCAOB, which relate to Deloitte’s independence from our Company, and has discussed with Deloitte its independence from our Company. The Audit Committee has concluded that the independent registered public accounting firm is independent from our Company and our management. The Audit Committee has also discussed with our management and Deloitte such other matters and received such assurances from them as it has deemed appropriate.

The Audit Committee also reviewed management’s report on its assessment of the effectiveness of our internal control over financial reporting. In addition, the Audit Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of our internal and disclosure control structure. As part of this process, the Audit Committee continues to monitor the scope and adequacy of our internal auditing program.

Based on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that our audited consolidated financial statements for the year ended December 31, 2025 and management’s assessment of the effectiveness of our internal control over financial reporting be included in our Annual Report, for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors.

Members of the Audit Committee

Ann D. Rhoads (Chair)

Daniel T. Lemaitre

Stephen T. Zarrilli

Robert A. Douglas

Leslie V. Norwalk

The above Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate the Audit Committee Report by reference therein.

PROPOSAL 2

APPROVAL OF AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN

In March 2026, our Board approved an amendment to our existing 2021 Equity Incentive Plan (the “2021 Plan” and, such amendment, the “2021 Plan Amendment”), subject to stockholder approval. If approved by our stockholders, the 2021 Plan Amendment will become effective upon such approval. If our stockholders do not approve the 2021 Plan Amendment, the 2021 Plan will remain in effect as it existed immediately prior to the Annual Meeting will remain in effect.

As currently in effect, the aggregate number of shares of Class A Common Stock that may be issued or transferred pursuant to awards under the 2021 Plan is the sum of (i) 11,000,000 shares of our Class A Common Stock and (ii) any shares of Class A Common Stock that were available for issuance under the existing 2012 Equity Incentive Plan (the “2012 Plan”) as of the effective date of the 2021 Plan or that become available for future grants or awards under the 2021 Plan. If approved, the 2021 Plan Amendment would increase the share amount in subclause (i) above by 1,000,000 shares to 12,000,000 shares of Class A Common Stock. The 2021 Plan Amendment would also increase the aggregate number of shares of Class A Common Stock that may be issued or transferred under the 2021 Plan pursuant to incentive stock options under Section 422 of the Code from 11,000,000 to 12,000,000.

The Company awarded options for 2,535,101 shares of our Class A Common Stock in 2025. With the 2021 Plan Amendment, the Board strives to continue promoting the success and enhance the value of the Company by aligning the individual interests of non-employee directors, employees and consultants with those of stockholders. The increase of 1,000,000 shares of Class A Common Stock strengthens the Company’s ability to motivate, attract, and retain non-employee directors, employees, and consultants in a competitive environment.

Key Features of the 2021 Plan

The following key features of the 2021 Plan are in the interest of our stockholders:

•Limitation on terms of stock options and stock appreciation rights. The maximum term of each stock option and stock appreciation right (“SAR”) is ten years.

•Minimum vesting requirements. The 2021 Plan includes minimum vesting requirements. Equity-based awards generally cannot vest earlier than one year after grant. Certain limited exceptions are permitted.

•No grant of discounted stock options or SARs. The 2021 Plan prohibits the granting of stock options or SARs with an exercise price less than the fair market value of the Class A Common Stock on the date of grant.

•Dividends. Although we do not currently pay dividends and do not intend to do so, the 2021 Plan further provides that we will not pay dividends or dividend equivalents on stock options or SARs. The 2021 Plan also provides that we will not pay dividends or dividend equivalents on unearned restricted stock units or other stock-based awards, except to the extent the award actually becomes vested.

•Clawback. Awards granted under the 2021 Plan (including any proceeds, gains or other economic benefit actually or constructively received upon any receipt or exercise of any award or upon the receipt or resale of any shares underlying the award) are subject to the provisions of any claw-back policy adopted and implemented by the Company.

•No tax gross-ups. The 2021 Plan does not provide for any tax gross-ups.

•No liberal change of control definition. The 2021 Plan defines “change of control” based on the consummation of the transaction rather than the announcement or stockholder approval of the transaction.

The following is a summary of the material features of the 2021 Plan. This summary is qualified in its entirety by reference to the complete text of the 2021 Plan, as amended by the 2021 Plan Amendment, which is set forth on Appendix A to this proxy statement.

We encourage stockholders to read the full text of the 2021 Plan, as amended by the 2021 Plan Amendment, in its entirety

2021 Equity Incentive Plan

Purpose

The purpose of the 2021 Plan is to attract and retain employees, non-employee directors and consultants, and advisors. The 2021 Plan is intended to promote the success and enhance the value of the Company by providing an incentive to participants for outstanding performance to align the economic interests of participants with those of our stockholders.

Type of Awards

The 2021 Plan provides for the issuance of stock options (including non-statutory stock options and incentive stock options), stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses and other stock-based awards to officers, employees, non-employee directors, advisors and consultants of Globus Medical, Inc. or any of its subsidiaries.

Administration

The 2021 Plan will be administered by the Compensation Committee of our Board, and the Compensation Committee will determine all of the terms and conditions applicable to awards under the 2021 Plan. Our Compensation Committee will also determine who will receive awards under the 2021 Plan and the number of shares of Class A Common Stock that will be subject to awards, except that awards to members of our Board must be authorized by a majority of our Board. Our Board or Compensation Committee may delegate to one or more subcommittees or one or more officers of the Company authority to grant or amend awards under the 2021 Plan. Awards to any individual who is subject to Section 16 of the Exchange Act will be approved by a subcommittee consisting solely of independent directors. Our Compensation Committee, our Board, any subcommittee or any officer, as applicable, that has authority with respect to a specific award will be referred to as “the committee” in this description of the 2021 Plan.

Shares Subject to the Plan

Subject to adjustment, the total number of shares of Class A Common Stock that may be issued or transferred pursuant to awards under the 2021 Plan is the sum of (i) 11,000,000 shares of our Class A Common Stock and (ii) any shares of Class A Common Stock that are available for issuance under the 2012 Plan as of the effective date of the 2021 Plan or that become available for future grants of awards under the 2021 Plan as described below. Should Proposal 2 be adopted, the number of shares of Class A Common Stock under subclause (i) above will be increased to 12,000,000. See the section of this Proxy Statement titled “2021 Equity Incentive Plan – Purpose” above for information regarding the number of shares subject to outstanding awards and the number of shares available for grant under the 2021 Plan.

If any award under the 2021 Plan or the 2012 Plan is forfeited, terminates, expires or lapses for any reason, or is settled for cash without delivery of shares of Class A Common Stock, the shares of our Class A Common Stock subject to such awards under the 2021 Plan or the 2012 Plan will again be, or will become, available for awards under the 2021 Plan. Any shares of Class A Common Stock that are tendered or withheld to satisfy the grant or exercise price or tax withholding obligation in connection with all or a portion of an award under the 2021 Plan or the 2012 Plan will again be, or will become, available for award under the 2021 Plan. Any shares subject to a SAR that are not issued in connection with the exercise of a SAR will again be available for award under the 2021 Plan. Any shares of Class A Common Stock repurchased by the Company or otherwise returned to the Company under the 2021 Plan or the 2012 Plan will again be, or will become, available for award under the 2021 Plan.

Awards granted under the 2021 Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, shall not reduce the number of shares authorized for award under the 2021 Plan. Additionally, in the event that a company acquired by the Company or any of its subsidiaries or with which the Company or any of its subsidiaries combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for award pursuant to the terms of such pre-existing plan (as adjusted) may be used for awards under the 2021 Plan and will not reduce the shares of Class A Common Stock authorized for award under the 2021 Plan, subject to certain limitations as set forth in the 2021 Plan.

Adjustments

In the event of any stock dividend, stock split, subdivision, combination or exchange of shares, merger, consolidation, distribution (other than normal cash dividends) of Company assets to stockholders, reclassification, recapitalization, or any other change affecting the Company’s Class A Common Stock or the share price of the Company’s Class A Common Stock, the Compensation Committee will make adjustments as it deems appropriate to the following: the aggregate

number and kind of shares that may be issued under the 2021 Plan; the number and kind of shares (or other securities or property) subject to outstanding awards; the terms and conditions of any outstanding awards, including, without limitation, any applicable performance targets or criteria; and the award or exercise price per share for any outstanding awards under the 2021 Plan.

Eligibility and Vesting

All of our employees are eligible to receive awards under the 2021 Plan. In addition, our non-employee directors and key advisors who perform services for us may receive awards under the 2021 Plan. The Compensation Committee determines the vesting terms and conditions to exercise of awards granted under the 2021 Plan. As of March 31, 2026, approximately 6,842 employees (including 4 executive officers) and 8 non-employee directors were eligible to receive awards under the 2021 Plan. Advisors and consultants were eligible to receive awards under the 2021 Plan, but historically grants to advisors or consultants have occurred on a limited basis. As of December 31, 2025, 4,195 employees and 9 non-employee directors held awards under the 2021 Plan.

Because our executive officers and non-employee directors are eligible to receive awards under the 2021 Plan, they may be deemed to have a personal interest in the approval of this proposal.

Minimum Vesting.

Awards granted under the 2021 Plan may not vest earlier than the first anniversary of the date of grant. This vesting limitation does not apply to (i) awards granted under the 2021 Plan in connection with the assumption of, or in substitution for, equity awards that were previously granted by another entity in connection with a corporate transaction, (ii) awards to non-employee directors that vest on the earlier of the first anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting, and (iii) awards granted under the 2021 Plan representing an aggregate of up to 5% of the maximum number of authorized shares available for issuance. The Compensation Committee has the authority to accelerate the vesting of awards in the event of the participant’s death or disability, or the occurrence of a change of control.

Options

Under our 2021 Plan, the Compensation Committee will determine the exercise price of the options granted and may grant options to purchase shares of our Class A Common Stock in such amounts as it determines. The committee will also determine the vesting terms of options, which may be based on service with the Company, specified performance criteria or a combination of both. The committee may grant options that are intended to qualify as incentive stock options under Section 422 of the Code, or non-qualified stock options, which are not intended to so qualify. Incentive stock options may only be granted to our employees. Anyone eligible to participate in the 2021 Plan may receive an award of non-qualified stock options. The exercise price of a stock option granted under the 2021 Plan cannot be less than the fair market value of a share of our Class A Common Stock on the date the option is granted. If an incentive stock option is granted to a 10% stockholder of the total combined voting power of all classes of our stock, the exercise price cannot be less than 110% of the fair market value of a share of our Class A Common Stock on the date the option is granted. The aggregate number of shares of Class A Common Stock that may be issued or transferred under the 2021 Plan pursuant to incentive stock options under Section 422 of the Code may not exceed 11,000,000 shares of Class A Common Stock outstanding on the effective date of the 2021 Plan. Should Proposal 2 be adopted, such aggregate number of shares of Class A Common Stock that may be issued or transferred under the 2021 Plan pursuant to incentive stock options under Section 422 of the Code may not exceed 12,000,000.

The exercise price for any option is generally payable in cash or check. In certain circumstances as permitted by the Compensation Committee, the exercise price may be paid by (i) the surrender of shares of our Class A Common Stock with an aggregate fair market value, on the date the option is exercised, equal to the exercise price; (ii) delivery of a written or electronic notice that a market sell order was placed with a broker with respect to shares of Class A Common Stock issuable upon exercise or vesting of an award, and that the broker was directed to pay net proceeds of the sale to the Company in satisfaction of the aggregate payments required; (iii) other form of legal consideration acceptable to the committee; or (iv) any combination of the foregoing.

The term of an option cannot exceed ten years from the date of grant, except that if an incentive stock option is granted to a 10% stockholder of the total combined voting power of all classes of our stock, the term cannot exceed five years from the date of grant. Except as provided in the award agreement, an option may only be exercised while a participant is

providing service to us. The Compensation Committee will determine in the award agreement under what circumstances and during what periods a participant may exercise an option after termination of service.

Restricted Stock

Under the 2021 Plan, the Compensation Committee may grant restricted stock awards. A restricted stock award is an award of our Class A Common Stock that may be subject to restrictions as the committee determines. The restrictions, if any, may lapse over a specified period of service, based on specified performance criteria or other criteria as the committee may determine. Except to the extent restricted under the award agreement relating to the restricted stock award, a participant will have all of the rights of a stockholder as to those shares, including the right to vote and the right to receive dividends or distributions on the shares. All unvested restricted stock awards are forfeited if the participant’s service is terminated for any reason, unless the committee determines otherwise. Except as otherwise determined by the Compensation Committee, upon a participant’s termination from service with the Company, the Company has the right to repurchase unvested shares of restricted stock at a cash price per share equal to the price paid by the participant, if any.

Restricted Stock Units

Under the 2021 Plan, the Compensation Committee may grant RSUs to anyone eligible to participate in the 2021 Plan. RSUs represent hypothetical shares of our Class A Common Stock. RSUs become payable on terms and conditions determined by the committee, including specified performance goals, and will be payable in cash, shares of Class A Common Stock, or a combination thereof, as determined by the committee. All unvested RSUs are forfeited if the participant’s service is terminated for any reason, unless the committee determines otherwise.

Performance Awards

Under the 2021 Plan, the Compensation Committee may grant performance awards to anyone eligible to participate in the 2021 Plan. Performance awards may be in the form of performance stock units or awards of cash bonuses or other cash awards as determined by the committee. Performance awards become payable on terms and conditions determined by the committee, including specified performance goals, and will be payable in cash, shares of Class A Common Stock, or a combination thereof, as determined by the committee. All performance awards are forfeited if the participant’s service is terminated for any reason, unless the committee determines otherwise.

The Compensation Committee may select as the performance measure for a performance cycle any performance goals that it may consider appropriate for the award, which may include, but may not be limited to, one or a combination of the following performance measures, as interpreted by the committee, which measures (to the extent applicable) will be determined in accordance with U.S. generally accepted accounting principles relating to the Company and/or its affiliates: (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings (including but not limited to EBITDA or adjusted EBITDA); (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) operating or other costs and expenses; (xiv) funds from operations; (xv) improvements in expense levels; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per share of common stock; (xx) regulatory body approval for commercialization of a product; (xxi) implementation or completion of critical projects; (xxii) market share; (xxiii) economic value; (xxiv) comparisons with various stock market indices; (xxv) capital raised in financing transactions or other financing milestones; (xxvi) stockholders’ equity; (xxvii) market recognition (including but not limited to awards and analyst ratings); (xxviii) financial ratios; (xxix) implementation, completion or attainment of objectively determinable objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; and (xxx) other similar criteria as determined by the committee. The performance measures may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The committee may also grant performance awards that are based on measures other than those set forth above.

In determining the level of attainment of each applicable performance measure, the Compensation Committee may, in its discretion, make objectively determinable adjustments to one or more of the performance measures, including but not limited to (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items

attributable to the business operations of any entity acquired by the Company during the applicable performance period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under U.S. generally accepted accounting principles; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the performance period; (x) any other items of significant income or expense that are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, ongoing business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items relating to any other unusual or non-recurring events or changes in applicable laws, accounting principles or business conditions; or (xx) any such other items as determined by the committee.

Stock Appreciation Rights

Under the 2021 Plan, the Compensation Committee may grant SARs. At the time the SAR is granted, the committee will establish the exercise price of the SAR, which will be equal to or greater than the fair market value of a share of our Class A Common Stock as of the date of grant.

Generally, SARs may only be exercised while the participant is providing services to us. When a participant exercises a SAR, the participant will receive the excess of the fair market value of the underlying Class A Common Stock over the exercise price of the SAR. The appreciation of a SAR will be paid in shares of our Class A Common Stock, cash or both. The term of a SAR cannot exceed ten years from the date of grant.

Generally, any portion of the SAR that is not exercisable as of the participant’s termination from service will be forfeited, unless the committee determines otherwise.

Other Stock-Based Payments

Under the 2021 Plan, the Compensation Committee may grant other types of stock payments that are based on, or measured by, our Class A Common Stock, and granted to anyone eligible to participate in the 2021 Plan. The committee will determine the terms and conditions of such awards. Other stock-based payments may be payable in cash, shares of our Class A Common Stock or a combination of the two, as determined by the committee.

Change of Control and Other Corporate Events

In the event of any unusual or non-recurring transactions or events affecting the Company, any subsidiary of the Company, or the financial statements of the Company or any subsidiary, or of changes in applicable law or accounting principles, including, without limitation, a change of control, the committee has the authority to do one or more of the following:

•terminate any award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such award;

•replace any award with other rights or property having an aggregate value not exceeding the amount that could have been attained upon the exercise of such award;

•cause the award to be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or to cause the award to be substituted with a similar award covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof;

•make adjustments in the number and type of shares of stock (or other securities or property) subject to outstanding awards and to other terms and conditions of such awards;

•accelerate the vesting of or remove any restrictions governing any outstanding award; and

•provide that an award cannot vest, be exercised or become payable after such event.

In the event any successor corporation in a change of control fails for any reason to assume or substitute for an award, then such award will become fully vested and, if applicable, exercisable, and all forfeiture restrictions on such award will lapse as of immediately prior to such change of control, and such award will terminate if not exercised (if applicable).

In general terms, a change of control under the 2021 Plan occurs if:

•a person, entity or affiliated group, with certain exceptions, acquires more than 50% of our then-outstanding voting securities;

•the Company consummates (i) a merger, consolidation, reorganization, or business combination, (ii) a sale or other disposition of all or substantially all of the Company’s assets or (iii) an acquisition of assets or stock of another entity unless the Company’s outstanding voting shares continue to represent at least a majority of the combined voting power of the successor entity and the holders of our voting shares immediately prior to the merger have at least 50% of the combined voting power of the securities in the merged entity or its parent;

•a majority of the members of our Board are replaced during any two-year period by directors whose appointment or election is not endorsed by a majority of the incumbent directors; or

•we consummate a complete liquidation or dissolution.

Withholding

All awards under the 2021 Plan are subject to applicable U.S. federal (including FICA), state and local, foreign or other tax withholding requirements. We may require participants or other persons receiving awards or exercising awards to pay an amount sufficient to satisfy such tax withholding requirements with respect to such awards, or we may deduct from other wages and compensation paid by us the amount of any withholding taxes due with respect to such award.

The Compensation Committee may permit or require that our tax withholding obligation with respect to awards paid in our Class A Common Stock be paid by having shares withheld up to an amount that does not exceed the participant’s minimum applicable withholding tax rate for U.S. federal (including FICA), state and local tax liabilities, or as otherwise determined by the committee. In addition, the committee may, in its discretion, and subject to such rules as the committee may adopt, allow participants to elect to have such share withholding applied to all or a portion of the tax withholding obligation arising in connection with any particular award.

Transferability

Unless otherwise determined by the Compensation Committee, an award under the 2021 Plan may not be transferred except by will or the laws of descent and distribution or, with respect to awards other than incentive stock options, pursuant to a domestic relations order. Only a participant may exercise rights under an award during the participant’s lifetime. Upon death, the personal representative or other person entitled to succeed to the rights of the participant may exercise such rights. RSUs, stock awards and other stock payments may not be transferred so long as the shares are subject to forfeiture restrictions without the written consent of an authorized representative of the Company. The committee may provide in an award agreement that a participant may transfer awards, other than incentive stock options, to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws.

Amendment; Termination

Our Board or the Compensation Committee may amend or terminate our 2021 Plan at any time, except that our stockholders must approve an amendment if such approval is required in order to comply with the Code, applicable laws or applicable stock exchange requirements. Unless terminated sooner by our Board or the committee or extended with stockholder approval, no awards may be granted or awarded under the 2021 Plan during any period of suspension or after termination of the 2021 Plan, and in no event may any award be granted under the 2021 Plan after the tenth anniversary of the effective date of the 2021 Plan.

The Board or the committee may, without stockholder approval, amend an award to reduce the exercise price below the per-share exercise price as of the date the award is granted and grant an award in exchange for, or in connection with, the cancellation or surrender of an award having a higher per-share exercise price.

Establishment of Sub-Plans

Our Board may, from time to time, establish one or more sub-plans under the 2021 Plan to satisfy applicable blue sky, securities or tax laws of various jurisdictions.

Clawback

Subject to applicable law, the Compensation Committee may provide in an award agreement or otherwise that the participant must pay to the Company any proceeds, gains or other economic benefit actually or constructively received by the participant in respect to any award (or the receipt or resale of any shares underlying an award) and that the award will terminate and any unexercised portion of the award (whether or not vested) shall be forfeited if (i) the participant terminates from service with the Company prior to a specified date, or within a specified period following receipt or exercise of the award; (ii) the participant engages in any activity in competition with the Company, or which is harmful to the Company, as determined by the committee; or (iii) the participant terminates from service due to misconduct.

The Compensation Committee may also provide an award agreement or otherwise that all awards (including any proceeds, gains or other economic benefit actually or constructively received in respect thereof) will be subject to the provisions of the Company’s Recoupment Policy or any other clawback policy implemented by the Company. See the section of this Proxy Statement titled “Compensation Recovery Policies” below for more information on the Company’s Recoupment Policy.

Certain U.S. Federal Income Tax Aspects

The following is a summary of certain U.S. federal income tax consequences of awards under the 2021 Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.

Options

An optionee generally will not recognize taxable income upon the grant of a non-statutory option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the optionee recognizes as ordinary income. The optionee’s tax basis in any shares received upon exercise of an option will be the fair market value of the shares on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.

Incentive stock options are eligible for favorable U.S. federal income tax treatment if certain requirements are satisfied. An incentive stock option must have an option price that is not less than the fair market value of the stock at the time the option is granted, and must be exercisable within ten years from the date of grant. An employee granted an incentive stock option generally does not realize compensation income for U.S. federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual income. If the shares acquired on exercise of an incentive stock option are held for at least two years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital gain. If the shares acquired on exercise of an incentive stock option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable compensation income equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the option price or (ii) the excess of the amount realized on the sale over the option price. Any additional amount realized will be taxed as capital gain.

Stock Awards

A participant generally will not be taxed upon the grant of stock awards subject to restrictions, but rather will recognize ordinary income in an amount equal to the fair market value of the shares at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends paid on the restricted stock before the

restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the shares of stock are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such shares of stock are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.

Stock Units

In general, the grant of stock units will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.

Stock Appreciation Rights

A participant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for U.S. federal income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any shares received. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in any shares received upon exercise of a SAR will be the fair market value of the shares on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Other Awards

With respect to other stock-based awards granted under the 2021 Plan, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any shares or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.

Impact of Section 409A

Section 409A of the Code applies to deferred compensation, which is generally defined as compensation earned currently, the payment of which is deferred to a later taxable year. Awards under the 2021 Plan are intended to be exempt from the requirements of Section 409A or to satisfy its requirements. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, interest and an additional 20% tax on the vested amount underlying the award.

Section 162(m) of the Code

Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to “covered employees” which generally includes, among others, all named executive officers. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company.

New Plan Benefits under the 2021 Plan as Amended

Future benefits under the 2021 Plan as amended as described in this Proposal 2 generally will be granted at the discretion of the Compensation Committee and are therefore not currently determinable.

As of April 1, 2026, the closing price of the common stock as reported on NYSE was $87.74 per share.

Recommendation of the Globus Medical, Inc. Board of Directors

THE GLOBUS MEDICAL, INC. BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT GLOBUS MEDICAL, INC. STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN.

Equity Compensation Plan Information

The following table sets forth certain information relating to the Company’s equity compensation plans as of December 31, 2025. Each number of securities reflected in the table is a reference to shares of our Class A common stock.


	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan category	(a)	(b)	(c)
Equity compensation plans approved by security holders	10,892,553(1)	$61.11	4,689,956(2)
Equity compensation plans not approved by security holders	_	_	_
Total	10,892,553		4,689,956

(1)Consists of 3,438,277 shares subject to outstanding options under our 2012 Plan, 7,140,078 shares subject to outstanding options under our 2021 Plan, 170,674 shares subject to outstanding RSUs under our 2021 Plan, 131,642 shares subject to outstanding RSUs under our NuVasive 2014 Plan and 11,882 shares subject to outstanding RSUs under our Ellipse 2015 Plan. No future issuances will be made from our 2012 Plan, the NuVasive 2014 Plan or Ellipse 2015 Plan.

(2)Consists of 4,689,956 shares available for future issuance under our 2021 Plan. The 2021 Plan amount does not include the additional 1,000,000 shares that would become available if Proposal 2 described above is approved.

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm

The Audit Committee of our Board of Directors has appointed Deloitte & Touche LLP, an independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2026. We are asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.

Deloitte & Touche LLP has audited our financial statements since April 2017. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

The ratification of our independent registered public accounting firm by our stockholders is not required by law or our Bylaws. However, the Audit Committee believes it is good corporate practice to submit the appointment of our independent registered public accounting firm to the stockholders for ratification. If the stockholders fail to ratify the appointment of Deloitte & Touche LLP, it will be considered as a directive to the Audit Committee and the Board to consider the appointment of another independent accounting firm; however, the Board and the Audit Committee are not required to do so. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 2025 and 2024 by Deloitte & Touche LLP.


	2025		2024
Audit Fees(1)	$	3,040,004	$	2,761,825
Audit Related Fees(2)	1,895		1,895
Tax Fees(3)	—		140,640
All Other Fees	—		—
Total Fees	$	3,041,899	$	2,904,360

(1)Audit Fees represent fees and out-of-pocket expenses for professional services provided in connection with the audit of the Company’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, and the review of the Company’s quarterly consolidated financial statements.

(2)Audit Related Fees consist of fees for attest and related services that are reasonably related to the performance of the audit or review of the financial statements but not listed as “Audit Fees” and include attest services related to due diligence services and annual subscription to Deloitte & Touche LLP’s online resource library and online document repository. Audit Related Fees in 2025 and 2024 included fees for other advisory services.

(3)Tax Fees in 2024 consisted of fees related to tax compliance services and consultation services on various domestic and international tax matters including services related to due diligence.

Pre-Approval Policies and Procedures

Consistent with SEC policies regarding auditor independence, the Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee approved all permissible non-audit services provided by the independent registered accounting firms in 2025 and 2024.

Before engaging the Company’s independent registered public accounting firm, management must submit a request for approval to the Audit Committee, which reviews such request and approves or declines to approve it. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is

delegated must report, for informational purposes only, any pre-approval decision to the Audit Committee at its next scheduled meeting

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.

PROPOSAL 4

ADVISORY VOTE ON COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS (“Say-on-Pay Vote”)

Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with the right to approve, on a non-binding, advisory basis, the 2025 compensation of our “named executive officers” as disclosed in this Proxy Statement under the heading “Compensation Discussion and Analysis” (“CD&A”) and tabular disclosures of this Proxy Statement. Since the required vote is advisory, the result of the vote is not binding upon the Board of Directors. The Board has adopted a policy providing for annual say-on-pay advisory votes and the Company intends to hold a “say-on-pay” vote every year, consistent with the preference indicated by stockholders pursuant to the most recent advisory vote on the frequency of the say-on-pay vote, which was held at the Company’s 2025 Annual Meeting of Stockholders. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at the Company’s 2027 Annual Meeting of Stockholders. The next advisory vote on the frequency of the say-on-pay vote will occur at the Company’s 2031 Annual Meeting of Stockholders.

Our compensation philosophy is centered on our goal of establishing and maintaining an executive compensation program, which applies to all of our named executive officers, that attracts proven, talented leaders who possess the skills and experience necessary to achieve our strategic goals and to create value for our stockholders. Further, our executive compensation program is weighted towards performance-based compensation such that our executive officers will see returns that are correlated to returns realized by our stockholders.

The Compensation Committee has and will continue to take action to structure our executive compensation practices in a manner that is performance-based with a view towards maximizing long-term stockholder value. Our Board of Directors believes that the executive compensation as disclosed in the CD&A, tabular disclosures, and the other narrative executive compensation disclosures in this Proxy Statement coincides with our compensation philosophy.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as disclosed in the CD&A, tabular disclosures, and other narrative executive compensation disclosures in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Effect of Proposal

The above say-on-pay resolution is non-binding. The approval or disapproval of this proposal by stockholders will not require the Board of Directors or the Compensation Committee to take any action regarding our executive compensation practices. The Board of Directors values the opinions of our stockholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board of Directors and the Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation paid or to be paid to our named executive officers as described in the CD&A, the tabular disclosures and the other narrative executive compensation disclosures in this Proxy Statement.

EXECUTIVE OFFICERS

Our current executive officers include:


Name	Age	Position
David C. Paul	59	Chairman of the Board of Directors and Executive Chairman
Keith W. Pfeil	47	Director, Chief Executive Officer and President
Kelly G. Huller	54	Executive Vice President, General Counsel and Corporate Secretary
Kyle R. Kline	41	Senior Vice President, Chief Financial Officer

David C. Paul has served as Chairman of our Board of Directors since our inception in 2003 and as Executive Chairman since August 2017. His biography is contained in the section of this Proxy Statement titled “Proposal 1-Election of Directors” above.

Keith W. Pfeil has served as Globus Medical’s President and Chief Executive Officer since July 2025. He is also on our Board of Directors. His biography is contained in the section of this Proxy Statement titled “Board of Directors” above.

Kelly G. Huller has been the Executive Vice President, General Counsel and Corporate Secretary since December 2018.  Ms. Huller began her career at Globus in 2006 as its first in-house counsel. Ms. Huller leads the Company’s global legal department, overseeing its intellectual property, litigation and corporate legal functions, supporting all regions and business units and having responsibility for corporate and commercial transactions, employment law, risk management, corporate governance and securities matters. Prior to joining Globus, Ms. Huller was a trial attorney at Conrad O’Brien (now Clark Hill) in Philadelphia, representing public and private entities and non-profit organizations in areas of commercial, employment, products liability, and malpractice matters. She also served on the board of directors for Chester County Futures, a non-profit organization providing comprehensive academic, mentoring and scholarship support for motivated economically disadvantaged youth. Ms. Huller received a B.A. from Pennsylvania State University and earned her J.D. from Temple University.

Kyle R. Kline has served as our Senior Vice President and Chief Financial Officer since July 2025. Kyle previously served as our Senior Vice President of Finance and held roles of increasing responsibility in accounting and finance since joining the Company as Assistant Controller in May 2017. In his role as Senior Vice President of Finance, Kyle led the Company’s day-to-day accounting, finance, treasury, and tax functions. Kyle joined the Company after nearly 10 years at Deloitte, a multinational professional services network, in which he served in several leadership roles in Deloitte’s audit practice, most recently as Senior Manager. While at Deloitte, Kyle served both large multinational public companies and private equity-owned portfolio organizations, primarily in the life sciences and manufacturing industries. Kyle’s financial leadership experience includes financial planning and analysis, treasury, controllership, tax, and audit. Kyle holds a Bachelor of Science in accounting from Bloomsburg University.

COMPENSATION DISCUSSION AND ANALYSIS

The discussion below includes a review of our compensation decisions with respect to 2025 for our “named executive officers”. Our named executive officers for 2025 were:

•David C. Paul, our Chairman of the Board of Directors and Executive Chairman;

•Keith W. Pfeil, our current Chief Executive Officer and President;(1)

•Kyle R. Kline, our Senior Vice President, Chief Financial Officer;(2)

•Kelly G. Huller, our Executive Vice President, General Counsel, and Corporate Secretary; and

•Daniel T. Scavilla, our former Chief Executive Officer and President(3).

(1)Mr. Pfeil was appointed Chief Executive Officer effective July 18, 2025 (the “CEO Appointment”). Prior to the CEO Appointment, Mr. Pfeil served as our Chief Operating Officer and Chief Financial Officer.

(2)Mr. Kline was appointed Chief Financial Officer effective July 18, 2025 (the “CFO Appointment”). Prior to the CFO Appointment, Mr. Kline served as our Senior Vice President of Finance.

(3)Mr. Scavilla served as Chief Executive Officer until his resignation effective July 18, 2025.

Compensation Overview

Our business is highly competitive, and competition presents an ongoing challenge to our success. Our ability to compete and succeed in this environment is directly dependent on our ability to recruit, retain and motivate talented and skilled individuals to form our executive team. Our compensation philosophy is centered on our goal of establishing and maintaining an executive compensation program that attracts proven, talented leaders who possess the skills and experience necessary to achieve our strategic goals and to create value for our stockholders. Further, our executive compensation program, which applies to all of our named executive officers, is weighted towards performance-based compensation such that our executive officers will see returns that are correlated to returns realized by our stockholders. The decisions with respect to our executive compensation are subject to the discretion of our Compensation Committee. Our Compensation Committee does not rely strictly on formulaic guidelines for determining the relative mix or levels of cash and equity-based compensation for our executive officers; instead, it maintains a flexible compensation program that allows it to adapt components and levels of compensation to motivate and reward individual executive officers within the context of our desire to attain specific strategic and financial goals.

The compensation packages for our executive officers, including our named executive officers, generally include a base salary, annual non-equity incentive compensation, stock option awards and other benefits. In addition, our equity compensation plans provide our executive officers and all other optionees with acceleration of vesting of stock options upon either a change of control or a termination of employment in connection with a change in control, depending on the specific plan under which the options were granted and if our acquiror does not assume or replace the awards under our equity compensation plans. In limited circumstances, we will provide severance payments to certain of our named executive officers upon termination of their employment.

We evaluate and reward our named executive officers, generally on an annual basis, based upon the realization of our corporate objectives, including sales revenue, and the individual contributions of each named executive officer towards these objectives. David C. Paul, our current Chairman of the Board of Directors and Executive Chairman, made recommendations to the Compensation Committee regarding compensation of our other named executive officers for 2026, but our Compensation Committee as a whole is ultimately responsible for establishing and reviewing all compensatory plans and arrangements with respect to our named executive officers, including Mr. Paul. The Compensation Committee may approve the recommendations, make adjustments in their discretion, or seek additional information from the Company or legal counsel before making a final determination with respect to the compensation of any named executive officer, including Mr. Paul. The Compensation Committee considers a variety of objective and subjective performance criteria for setting compensation levels for each of our named executive officers and also considers what it believes to be market standards for compensation paid to similarly situated executive officers at other comparable companies. The Compensation Committee makes decisions about our named executive officers’ salary increases and the amount of annual non-equity incentive awards primarily based on Company performance, but we also consider individual performance when appropriate. Individual factors that the Compensation Committee considers in compensation determinations include an executive officer’s skills and capabilities, contributions as a member of the executive management team, contributions to our overall performance, and the sufficiency of total compensation potential and structure to ensure the retention of an executive officer when considering the compensation potential that may be available elsewhere.

Our current executive officer compensation program is based in part upon input provided to the Compensation Committee by its independent compensation consultant, FW Cook, in 2023. The Compensation Committee evaluated the independence of FW Cook in 2023 and concluded that its work for the Compensation Committee did not raise any conflict of interest.

A key factor in determining levels and types of compensation of our named executive officers is the pay practices of our peer group, which consists of publicly-traded medical device companies that our Compensation Committee believes are the most comparable to our Company. The peer group typically changes from time to time due to industry consolidation, new market entrants, and other factors.

Based on recommendations from FW Cook, our peer group for 2025 consisted of the following companies:


CONMED	Insulet	QuidelOrtho
The Cooper Companies	Integer	Teleflex
Dentsply Sirona	LivaNova	Alphatec Holdings
Enovis	Merit Medical Systems	Integra Lifesciences
Envista	Penumbra	Glaukos

There were no changes to our peer group in 2025. Accordingly, the peer group used to make compensation decisions in 2024 was the same as the peer group used to make compensation decisions in 2025.

Say-On-Pay Consideration

At our 2025 annual meeting of stockholders, we conducted a stockholder advisory vote on executive compensation (the “say-on-pay vote”) and over 98% of the votes cast were voted in favor of our executive compensation. The Compensation Committee believes this result evidences stockholder support for our executive compensation decisions and policies, and as such, the Compensation Committee did not implement any changes as a result of the 2025 say-on-pay vote. The Compensation Committee will continue to consider the results of future say-on-pay votes when making executive compensation decisions and policies.

Key Elements of Our Compensation Program for 2025

We generally pay executive compensation through a combination of base salary, annual non-equity incentive compensation, long-term equity incentives in the form of stock options, and benefits. We do not use specific formulas or weightings in determining the allocation of the various compensation elements. Instead, compensation for each of our executive officers has been designed to provide a combination of fixed and at-risk compensation that is tied to achievement of our short-term and long-term objectives. We believe that this approach achieves the primary objectives of our compensation program, which are to recruit, retain and properly motivate our executive officers. The Compensation Committee retains the discretion to increase or decrease the actual amount of any executive officer’s annual non-equity incentive compensation based on his or her individual performance during the year.

Consistent with 2024, our 2025 named executive compensation consisted of a combination of base salary, annual non-equity incentive compensation, long-term equity incentives in the form of stock options, and benefits that included health, vision and dental insurance, paid time-off, life insurance, short-term and long-term disability insurance, 401(k) plan with Company matching contributions, relocation assistance, gym membership reimbursement, and car allowance. We believe the forms and mix of compensation provided to our named executive officers in 2025 appropriately reward performance, as the annual non-equity incentive compensation is tied to our Company performance as well as individual performance, and help to align the interests of our named executive officers with those of our stockholders, particularly through the grants of annual equity incentives.

Base Salary. Base salaries for all of our employees are determined by position, taking into consideration the scope of job responsibilities and competitive market compensation paid by other companies for similar positions. Base salaries are also driven by market competition to attract and retain high quality professionals. Our overall approach to setting base salaries is to create and sustain long-term stockholder value by balancing our need to retain high-quality professionals while appropriately managing our general and administrative expenses.

Effective January 1, 2025, the Compensation Committee approved merit increases to the 2025 base salaries for our named executive officers of 3% over each such named executive officer’s 2024 base salary. Additionally, effective July 18, 2025, Mr. Pfeil’s base salary increased to $490,000 in connection with the CEO Appointment, and Mr. Kline’s base salary was set at $345,000 in connection with the CFO Appointment.

Annual Non-Equity Incentive Compensation. In 2025, all of our named executive officers participated in our annual non-equity incentive compensation plan, pursuant to which they were eligible to earn cash payments (which were paid in February 2026). To establish the potential payout amounts for each named executive officer under the 2025 Non-Equity Incentive Compensation Plan (the “2025 Plan”), the Compensation Committee assigned a “base reference” dollar amount for each named executive officer. Mr. Pfeil’s target bonus amount was increased from $665,999 to $900,000 in connection with the CEO Appointment and pro-rated for the portion of the year that Mr. Pfeil served as CEO. Mr. Kline

became eligible to participate in our annual non-equity incentive compensation plan in connection with the CFO Appointment, and his target bonus amount for 2025 was set at $200,000.

Payment above or below the base reference amount was dependent on the degree to which the Company exceeded or fell short of the 2025 revenue goal of $2.692 billion set by the Compensation Committee in January 2025. Under the 2025 Plan, achievement of 100% of the revenue goal would result in non-equity incentive compensation equal to 110% of the base reference amount, which we refer to as our target bonus for our named executive officers and is set forth as the “Target” for each named executive officer in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – Target” column of the 2025 Grants of Plan-Based Awards table below. Achievement of 75% or less of goal revenue would result in non-equity incentive compensation of zero dollars (representing the minimum, or “Threshold,” payout amount) and achievement of 110% of goal revenue would result in non-equity incentive compensation of 145% of the base reference amount (representing the “Maximum” payout amount). The Compensation Committee developed a range of possible payout amounts between the Threshold and Maximum payout amounts based on achievement of corresponding revenue amounts specified at revenue levels between 75% and 110% of the Company’s 2025 revenue goal. Achievement of revenue between the specified revenue levels would result in a payout amount based generally on interpolation between the specified revenue levels. In addition, the Compensation Committee reviews the Company’s performance on Compliance and Quality as a basis for 10% of the total bonus, and at its sole discretion decides on the achievement of this objective. Under the 2025 Plan, after determining the amount of non-equity incentive compensation payable based on achievement of the specified revenue goal, the Compensation Committee reserves the right, in its discretion, to adjust the final amounts payable to each named executive officer on an individual basis, based on the Compensation Committee’s evaluation of such named executive officer’s individual performance during each fiscal year.

In 2025, we ultimately achieved worldwide revenue of $2.645 billion (not including 2025 revenue of Nevro Corp. (“Nevro”)), which was 98% of the revenue goal. Based on this performance, the Compensation Committee determined the non-equity incentive compensation payout amounts would be calculated at a rate of 102% of the applicable base reference amount for each named executive officer (other than Mr. Scavilla, whose employment with the Company terminated effective July 18, 2025). In addition to the 2025 non-equity incentive compensation payouts, the Compensation Committee determined to award each named executive officer (other than Mr. Scavilla, whose employment with the Company terminated effective July 18, 2025) a one-time cash bonus in recognition of the named executive officers’ outstanding 2025 performance related to the Nevro acquisition and integration (the “One-Time Bonuses”). The One-Time Bonuses are set forth in the “Bonus” column of the Summary Compensation Table.

Equity Incentive Compensation. The Compensation Committee believes that stock option awards are an important and useful long-term component of our overall compensation program. Stock options generally expire after ten years and vest ratably over four years. If an executive officer dies or becomes disabled, unexercised stock options generally are forfeited within one year. If an executive officer otherwise leaves our employ for any reason other than for cause, unexercised stock options generally are forfeited three months after termination of employment. If the Company terminates an executive officer’s employment for cause, unexercised stock options are typically forfeited upon termination of employment.

In 2025, all of our named executive officers received annual grants of options to purchase shares of our common stock as set forth in the “Number of Securities Underlying Options” column of the 2025 Grants of Plan-Based Awards table below. The number of options awarded to each named executive officer generally was aligned with the Compensation Committee’s historical practice. In addition to the annual option awards, in July 2025, Mr. Pfeil and Mr. Kline were granted options to purchase 40,000 and 20,909 shares of common stock in connection with the CEO Appointment and CFO Appointment, respectively. See the section of this Proxy Statement titled “2025 Outstanding Equity Awards at Fiscal Year-End” below, for a description of those stock option awards. All equity awards to our named executive officers were granted at no less than the fair market value of our common stock at the time of the grants, as determined by our Board of Directors.

Employee Benefits and Perquisites. Each named executive officer receives the same Company-wide benefits as are generally available to all other salaried employees, such as short- and long-term disability insurance, basic life insurance and eligibility for supplemental health and life insurance, access to flexible health care reimbursement accounts and 401(k) matching. Additionally, our named executive officers are entitled to a vehicle allowance.

Tax withholding

We may require 2021 Plan participants to discharge applicable withholding tax obligations with respect to any award granted to the participant. The administrator may in its discretion allow a holder to meet any such withholding tax obligations by electing to have us withhold shares of common stock otherwise issuable under any award (or allow the return of shares of common stock) having a fair market value equal to the sums required to be withheld.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the discussion and analysis of the compensation of our named executive officers as disclosed in this Proxy Statement under the heading “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

David C. Paul (Chair)

Daniel T. Lemaitre

James R. Tobin

David D. Davidar

Daniel J. Wolterman

The above Compensation Committee Report does not constitute soliciting material, and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate the Compensation Committee Report by reference therein.

Summary Compensation Table

The following table sets forth certain compensation information for our named executive officers.


Name and Principal Position	Year	Salary(1) ($)	Bonus ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)
David C. Paul, Chairman of the Board of Directors and Executive Chairman	2025	469,388	100,000(6)	2,682,131	1,018,980	34,680	4,305,179
	2024	457,419	-	1,573,332	999,000	30,049	3,059,800
	2023	448,506	-	2,015,952	726,109	31,129	3,221,696
Keith W. Pfeil, Chief Executive Officer and President	2025	479,467	117,000(6)	2,982,347	783,000	38,345	4,400,159
	2024	463,555	-	1,258,665	605,454	35,604	2,363,278
	2023	414,690	100,000	1,179,403	336,375	32,980	2,063,448
Kyle R Kline, Senior Vice President and Chief Financial Officer	2025	334,040	50,000(6)	762,954	200,000	33,264	1,380,258
Kelly G. Huller, Executive Vice President, General Counsel and Corporate Secretary	2025	364,075	40,000(6)	1,430,470	411,709	34,578	2,280,832
	2024	357,265	-	839,110	403,636	28,612	1,628,623
	2023	344,210	100,000	910,610	258,750	26,378	1,639,948
Daniel T. Scavilla, Former Chief Executive Officer and President	2025	284,616	-	5,006,645(5)	-	25,678	5,316,939
	2024	481,077	-	2,936,886	1,404,150	36,547	4,858,660
	2023	463,500	150,000	2,896,394	1,021,500	32,980	4,564,374

(1)Reflects the base salary earned during the fiscal year covered.

(2)Reflects the grant date fair value for each named executive officer’s stock option awards, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Stock Compensation. These values have been determined based on the assumptions set forth in Note 13 to our consolidated financial statements included in our

SEC Form DEF 14A filed by Globus Medical Inc.