Pay Versus Performance

While the Company’s turnaround has not been linear, particularly given macro environmental and economic events such as the global pandemic, the Company’s executive compensation has been highly correlated with the Company’s performance. Each year the Compensation Committee assesses the performance of the Company over time, the prior year performance, as well as the anticipated performance in the coming year to determine the appropriate level of compensation.

The Pay versus Performance table below shows the strong link between Compensation Actually Paid (“CAP”) and the performance of the Company. The strong correlation between TSR and CAP results from two factors: (i) the role of revenue growth and adjusted diluted net earnings per share in driving the bonus plan payouts; and (ii) the fact that executives do not

realize

value from stock options unless stockholders also see an increase in the stock price, which is the sole driver of value for the stock options (as we do not allow for dividend equivalents for unvested stock options). The Company has added PSUs to its annual equity compensation in March 2023. These PSUs will vest based on the relative performance of Company’s TSR compared to an index of similar companies.



					Value of Initial Fixed $100 Investment Based On:

Fiscal Year	Summary Compensation Table (SCT) Total for PEO (1)	Compensation Actually Paid to PEO (2)	Average Summary Compensation Table Total for Non-PEO NEOs (1)	Average Compensation Actually Paid to Non-PEO NEOs (3)	Total Shareholder Return (4)	Peer Group Total Shareholder Return (4)	Net Income (in $M)	Adjusted Diluted Net Earnings Per Share (5)

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	$7,764,615	$13,280,569	$2,498,754	$3,900,605	$101.04	$124.22	$64.5	$3.45
2022	$7,835,495	($8,291,607)	$3,060,984	($792,323)	$81.19	$113.92	($80.6)	$2.65
2021	$9,374,480	$23,174,447	$2,345,015	$5,176,896	$128.81	$140.40	$62.5	$3.21
2020	$6,461,620	$8,417,084	$1,706,722	$2,092,471	$101.14	$117.63	$9.5	$2.18

(1)	The PEO and Non-PEO NEOs included in the above compensation reflect the following:



Fiscal Year	PEO	Non-PEO NEOs

2023	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen,

2022	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen,

2021	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Daniel S. Jonas,

2020	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, John E. (Jed) Kennedy, Stanley (Bill) W. Peters

(2)

The following table sets forth the adjustments made to the SCT Total for the PEO during each year presented to determine compensation actually paid (CAP) to the PEO, with “fair value” calculated in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC as of the end of the specified period.



Fiscal Year	2020			2021			2022			2023

SCT Total		$6,461,620			$9,374,480			$7,835,495			$7,764,615

Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($4,674,000	)		($7,376,003	)		($6,340,000	)		($5,314,967	)

Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		$8,622,686			$9,816,627			$2,905,326			$6,768,338

Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		$980,642			$9,695,332			($13,258,089	)		$3,366,155



Fiscal Year	2020			2021		2022			2023

Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		$0			$0		$0			$0

Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		($2,973,864	)		$1,664,011		$565,661			$696,428

Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		$0			$0		$0			$0

Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		$0			$0		$0			$0

Compensation Actually Paid		$8,417,084			$23,174,447		($8,291,607	)		$13,280,569

(3)

The following table sets forth the adjustments made to the SCT Total for

Non-PEO

NEOs during each year presented to determine compensation actually paid (CAP) to

Non-PEO

NEOs, with “fair value” calculated in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC as of the end of the specified period.



Fiscal Year	2020			2021			2022			2023

SCT Total		$1,706,722			$2,345,015			$3,060,984			$2,498,754

Exclusion of Change in Pension Value		$0			$0			$0			($1,608	)

Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($968,563	)		($1,475,201	)		($2,257,040	)		($1,374,971	)

Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		$1,701,547			$1,963,325			$1,034,296			$1,737,855

Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		$184,123			$2,034,891			($2,739,248	)		$882,023

Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		$0			$0			$0			$0

Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		($531,358	)		$308,866			$108,685			$158,552

Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		$0			$0			$0			$0

Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		$0			$0			$0			$0

Compensation Actually Paid		$2,092,471			$5,176,896			($792,323	)		$3,900,605

(4)

Pursuant to SEC rules, each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. The Peer Group referenced for purposes of TSR comparisons reflects the group of companies in the S&P 500 Health Care Equipment Index, which is the industry peer group as reflected in our Annual Report on Form

10-K

pursuant to Item 201(e) of Regulation

S-K

for the fiscal year ended December 31, 2023.

(5)

Adjusted diluted net earnings per share (“EPS”) is a financial measure that the Company believes is an important performance measure to link compensation actually paid to our PEO and

non-PEO

NEOs to the Company’s performance. Adjusted diluted net EPS is a

non-GAAP

measure. Refer to the “GAAP to

Non-GAAP

Reconciliations” section for the most directly comparable GAAP measure, GAAP diluted earnings (loss) per share.

Named Executive Officers, Footnote

(1)	The PEO and Non-PEO NEOs included in the above compensation reflect the following:



Fiscal Year	PEO	Non-PEO NEOs

2023	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen,

2022	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Heather L. Cohen,

2021	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, Stanley (Bill) W. Peters, Daniel S. Jonas,

2020	Curt R. Hartman	Todd W. Garner, Patrick J. Beyer, John E. (Jed) Kennedy, Stanley (Bill) W. Peters

PEO Total Compensation Amount

$ 7,764,615

$ 7,835,495

$ 9,374,480

$ 6,461,620

Adjustment To PEO Compensation, Footnote

(2)

The following table sets forth the adjustments made to the SCT Total for the PEO during each year presented to determine compensation actually paid (CAP) to the PEO, with “fair value” calculated in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC as of the end of the specified period.



Fiscal Year	2020			2021			2022			2023

SCT Total		$6,461,620			$9,374,480			$7,835,495			$7,764,615

Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($4,674,000	)		($7,376,003	)		($6,340,000	)		($5,314,967	)

Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		$8,622,686			$9,816,627			$2,905,326			$6,768,338

Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		$980,642			$9,695,332			($13,258,089	)		$3,366,155



Fiscal Year	2020			2021		2022			2023

Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		$0			$0		$0			$0

Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		($2,973,864	)		$1,664,011		$565,661			$696,428

Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		$0			$0		$0			$0

Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		$0			$0		$0			$0

Compensation Actually Paid		$8,417,084			$23,174,447		($8,291,607	)		$13,280,569

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,900,605

(792,323)

5,176,896

2,092,471

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Most Important Performance Measures

The table below lists our most important performance measures used to link compensation actually paid to our NEO’s for 2023 to Company performance as further described in the sections titled “2023” Executive Bonus Plan” and “2023 Equity Compensation” of the CD&A.


2023 Most Important Performance Measures (Unranked)
• Revenue		• Free Cash Flow
• Adjusted Diluted Net Earnings per Share		• Three-year relative shareholder return

Peer Group Total Shareholder Return Amount

124.22

113.92

140.4

117.63

Company Selected Measure Amount

3.45

2.65

3.21

2.18

Name

Revenue

Pay vs Performance Disclosure