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Pay vs Performance Disclosure - USD ($)
4 Months Ended 8 Months Ended 12 Months Ended 36 Months Ended
Dec. 31, 2023
Sep. 11, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Jan. 05, 2023
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    

PAY VERSUS PERFORMANCE

 

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company is required to disclose in its proxy statement information that shows the relationship between “Compensation Actually Paid” as defined in Item 402(v) of Regulation S-K and the financial performance of the Company. The following table provides compensation, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, as computed in accordance with SEC rules, for our principal executive officer (“PEO”), who we have identified as Jon C. Serbousek, who served in the role of President and Chief Executive Officer for each of the years presented below through January 5, 2023 (PEO 1), Keith C. Valentine (PEO 2), our CEO from January 5, 2023 through September 11, 2023, Catherine Burzik (PEO 3), our Interim CEO beginning on September 11, 2023, and our other named executive officers for each of the years presented below other than the PEO (such other named executive officers, the “Non-PEO NEOs”). In accordance with SEC rules, the table also provides information on our cumulative TSR, the cumulative TSR of a peer group, Net Income, and a Company-Selected Measure, Company-wide net sales.

“Compensation Actually Paid” does not necessarily reflect the target value of compensation as approved by our Compensation and Talent Development Committee or the value of compensation actually earned, realized, or received by the Company’s NEOs. The Compensation and Talent Development Committee did not consider the “Compensation Actually Paid” in making its pay decisions for any of the years shown.

Year

Summary Compensation Table Total for PEO 1¹
($)

 

Summary Compensation Table Total for PEO 2¹
($)

 

Summary Compensation Table Total for PEO 3¹
($)

 

Compensation Actually Paid to PEO 1¹˒²˒³
($)

 

Compensation Actually Paid to PEO 2¹˒²˒³
($)

 

Compensation Actually Paid to PEO 3¹˒²˒³
($)

 

Average Summary Compensation Table Total for Non-PEO NEOs1
($)

 

Average Compensation Actually Paid to Non-PEO NEOs1,2,3
($)

 

Value of Initial Fixed $100 Investment
 based on:
 4

Net Income
($ Millions)

Company-Wide Net Sales⁵
($ Millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TSR
($)

Peer Group TSR
($)

 

 

(a)

(b)

 

(b)

 

(b)

 

(c)

 

(c)

 

(c)

 

(d)

 

(e)

 

(f)

(g)

(h)

(i)

2023

 

15,628,123

 

 

6,484,267

 

 

2,615,890

 

 

2,339,023

 

 

-1,199,925

 

 

2,578,673

 

 

2,275,647

 

 

521,034

 

29.19

130.16

-151.4

746.64

2022

 

6,316,051

 

 

 

 

 

 

5,003,168

 

 

 

 

 

 

2,133,026

 

 

1,363,185

 

44.46

120.91

-19.75

460.71

2021

 

5,340,865

 

 

 

 

 

 

723,446

 

 

 

 

 

 

1,791,220

 

 

673,740

 

67.32

169.55

-38.38

464.48

2020

 

5,337,861

 

 

 

 

 

 

6,764,143

 

 

 

 

 

 

1,502,685

 

 

1,451,284

 

93.07

145.89

2.52

406.56

 

(1) Jon C. Serbousek (PEO 1) was our CEO for each year presented until January 5, 2023. Keith C. Valentine (PEO 2) was our CEO from January 5, 2023 through September 11, 2023. Catherine Burzik (PEO 3) became our Interim CEO beginning on September 11, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2020

2021

2022

2023

Douglas C. Rice

Douglas C. Rice

Douglas C. Rice

Geoffrey C. Gillespie

Kimberley A. Elting

Kimberley A. Elting

Kimberley A. Elting

Kimberley A. Elting

Kevin J. Kenny

Kevin J. Kenny

Kevin J. Kenny

Kevin J. Kenny

Paul W. Gonsalves

Paul W. Gonsalves

Paul W. Gonsalves

John Bostjancic

Davide Bianchi

 

 

Douglas C. Rice

 

 

 

Puja Leekha

 

 

 

Patrick L. Keran

 

(2) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below.

(3) “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

 

Year

Summary Compensation Table Total for PEO 1

 

Exclusion of Stock Awards and Option Awards for PEO 1

 

Inclusion of Equity Values for PEO 1

 

Compensation Actually Paid to PEO 1

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

15,628,123

 

 

(11,442,550

)

 

(1,846,550

)

 

2,339,023

 

Year

Summary Compensation Table Total for PEO 2

 

Exclusion of Stock Awards and Option Awards for PEO 2

 

Inclusion of Equity Values for PEO 2

 

Compensation Actually Paid to PEO 2

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

6,484,267

 

 

(5,873,274

)

 

(1,810,918

)

 

(1,199,925

)

 

Year

Summary Compensation Table Total for PEO 3

 

Exclusion of Stock Awards and Option Awards for PEO 3

 

Inclusion of Equity Values for PEO 3

 

Compensation Actually Paid to PEO 3

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

2,615,890

 

 

(1,870,633

)

 

1,833,416

 

 

2,578,673

 

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs

 

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs

 

Average Inclusion of Equity Values for Non-PEO NEOs

 

Average Compensation Actually Paid to Non-PEO NEOs

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

2,275,647

 

 

(1,740,265

)

 

(14,348

)

 

521,034

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1

 

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1

 

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1

 

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1

 

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1

 

Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO 1

 

Total - Inclusion of Equity Values for PEO 1

 

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

2023

 

 

 

 

 

 

 

(1,846,550

)

 

 

 

 

 

(1,846,550

)

 

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2

 

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2

 

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2

 

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2

 

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2

 

Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO 2

 

Total - Inclusion of Equity Values for PEO 2

 

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

2023

 

 

 

 

 

 

 

(16,017

)

 

(1,794,901

)

 

 

 

(1,810,918

)

 

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 3

 

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 3

 

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 3

 

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 3

 

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 3

 

Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO 3

 

Total - Inclusion of Equity Values for PEO 3

 

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

2023

 

1,868,584

 

 

(25,068

)

 

 

 

(10,100

)

 

 

 

 

 

1,833,416

 

 

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs

 

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs

 

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs

 

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs

 

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs

 

Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs

 

Total - Average Inclusion of Equity Values for Non-PEO NEOs

 

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

2023

 

443,524

 

 

(269,062

)

 

 

 

(57,138

)

 

(131,672

)

 

 

 

(14,348

)

 

(4) The Peer Group TSR set forth in this table utilizes the NASDAQ Stocks Surgical, Medical and Dental Instruments Index (“Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the years ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Peer Group, respectively. All dollar values assume reinvestment of dividends paid by companies, where applicable, included in the Peer Group. Historical stock performance is not necessarily indicative of future stock performance.

(5) We determined Company-Wide Net Sales to be the most important financial performance measure used to link Company performance to “Compensation Actually Paid” to our NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

       
Company Selected Measure Name     Company-wide net sales        
Named Executive Officers, Footnote     (1) Jon C. Serbousek (PEO 1) was our CEO for each year presented until January 5, 2023. Keith C. Valentine (PEO 2) was our CEO from January 5, 2023 through September 11, 2023. Catherine Burzik (PEO 3) became our Interim CEO beginning on September 11, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2020

2021

2022

2023

Douglas C. Rice

Douglas C. Rice

Douglas C. Rice

Geoffrey C. Gillespie

Kimberley A. Elting

Kimberley A. Elting

Kimberley A. Elting

Kimberley A. Elting

Kevin J. Kenny

Kevin J. Kenny

Kevin J. Kenny

Kevin J. Kenny

Paul W. Gonsalves

Paul W. Gonsalves

Paul W. Gonsalves

John Bostjancic

Davide Bianchi

 

 

Douglas C. Rice

 

 

 

Puja Leekha

 

 

 

Patrick L. Keran

       
Peer Group Issuers, Footnote     The Peer Group TSR set forth in this table utilizes the NASDAQ Stocks Surgical, Medical and Dental Instruments Index (“Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the years ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Peer Group, respectively. All dollar values assume reinvestment of dividends paid by companies, where applicable, included in the Peer Group. Historical stock performance is not necessarily indicative of future stock performance.        
Adjustment To PEO Compensation, Footnote    

(3) “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

 

Year

Summary Compensation Table Total for PEO 1

 

Exclusion of Stock Awards and Option Awards for PEO 1

 

Inclusion of Equity Values for PEO 1

 

Compensation Actually Paid to PEO 1

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

15,628,123

 

 

(11,442,550

)

 

(1,846,550

)

 

2,339,023

 

Year

Summary Compensation Table Total for PEO 2

 

Exclusion of Stock Awards and Option Awards for PEO 2

 

Inclusion of Equity Values for PEO 2

 

Compensation Actually Paid to PEO 2

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

6,484,267

 

 

(5,873,274

)

 

(1,810,918

)

 

(1,199,925

)

 

Year

Summary Compensation Table Total for PEO 3

 

Exclusion of Stock Awards and Option Awards for PEO 3

 

Inclusion of Equity Values for PEO 3

 

Compensation Actually Paid to PEO 3

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

2,615,890

 

 

(1,870,633

)

 

1,833,416

 

 

2,578,673

 

       
Non-PEO NEO Average Total Compensation Amount     $ 2,275,647 $ 2,133,026 $ 1,791,220 $ 1,502,685  
Non-PEO NEO Average Compensation Actually Paid Amount     $ 521,034 1,363,185 673,740 1,451,284  
Adjustment to Non-PEO NEO Compensation Footnote    

(3) “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

Year

Average Summary Compensation Table Total for Non-PEO NEOs

 

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs

 

Average Inclusion of Equity Values for Non-PEO NEOs

 

Average Compensation Actually Paid to Non-PEO NEOs

 

 

($)

 

($)

 

($)

 

($)

 

2023

 

2,275,647

 

 

(1,740,265

)

 

(14,348

)

 

521,034

 

       
Compensation Actually Paid vs. Total Shareholder Return    

The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to the TSR performance of our common stock and the TSR performance of the Peer Group. The TSR performance amounts in the graph assume that $100 was invested beginning on December 31, 2019 and that all distributions or dividends were reinvested, where applicable.

 

img222634226_24.jpg 

       
Compensation Actually Paid vs. Net Income    

The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEOs and the average of the “Compensation Actually Paid” to our Non-PEO NEOs to our net income.

 

img222634226_23.jpg 

       
Compensation Actually Paid vs. Company Selected Measure    

The following graph shows the relationship of “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to Company-Wide Net Sales.

       
Total Shareholder Return Vs Peer Group    

The following graph shows the relationship of the average of the “Compensation Actually Paid” to our PEO and the average of “Compensation Actually Paid” to our Non-PEO NEOs to the TSR performance of our common stock and the TSR performance of the Peer Group. The TSR performance amounts in the graph assume that $100 was invested beginning on December 31, 2019 and that all distributions or dividends were reinvested, where applicable.

 

img222634226_24.jpg 

       
Tabular List, Table    

Most Important Financial Metrics to Link Compensation to Performance:

CEO and CFO

Other NEOs

Company-Wide Net Sales

Company-Wide Net Sales

Adjusted EBITDA

Adjusted EBITDA

Relative TSR

Relative TSR

 

Reporting Segment Net Sales

       
Total Shareholder Return Amount     $ 29.19 44.46 67.32 93.07  
Peer Group Total Shareholder Return Amount     130.16 120.91 169.55 145.89  
Net Income (Loss)     $ (151,400,000) $ (19,750,000) $ (38,380,000) $ 2,520,000  
Company Selected Measure Amount     746,640,000 460,710,000 464,480,000 406,560,000  
PEO Name Catherine Burzik Keith C. Valentine         Jon C. Serbousek
Measure:: 1              
Pay vs Performance Disclosure              
Name     Company-Wide Net Sales        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Relative TSR        
Measure:: 4              
Pay vs Performance Disclosure              
Name     Company-Wide Net Sales        
Measure:: 5              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Measure:: 6              
Pay vs Performance Disclosure              
Name     Relative TSR        
Measure:: 7              
Pay vs Performance Disclosure              
Name     Reporting Segment Net Sales        
PEO 1              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 15,628,123 $ 6,316,051 $ 5,340,865 $ 5,337,861  
PEO Actually Paid Compensation Amount     2,339,023 $ 5,003,168 $ 723,446 $ 6,764,143  
PEO 2              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     6,484,267        
PEO Actually Paid Compensation Amount     (1,199,925)        
PEO 3              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     2,615,890        
PEO Actually Paid Compensation Amount     2,578,673        
PEO | PEO 1 | Exclusion Of Stock Awards And Option Awards [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (11,442,550)        
PEO | PEO 1 | Inclusion Of Equity Values [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,846,550)        
PEO | PEO 1 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,846,550)        
PEO | PEO 2 | Exclusion Of Stock Awards And Option Awards [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (5,873,274)        
PEO | PEO 2 | Inclusion Of Equity Values [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,810,918)        
PEO | PEO 2 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (16,017)        
PEO | PEO 2 | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,794,901)        
PEO | PEO 3 | Exclusion Of Stock Awards And Option Awards [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,870,633)        
PEO | PEO 3 | Inclusion Of Equity Values [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,833,416        
PEO | PEO 3 | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,868,584        
PEO | PEO 3 | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (25,068)        
PEO | PEO 3 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (10,100)        
Non-PEO NEO | Average Exclusion of Stock Awards and Option Awards [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,740,265)        
Non-PEO NEO | Average Inclusion of Equity Values [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (14,348)        
Non-PEO NEO | Average Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     443,524        
Non-PEO NEO | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (269,062)        
Non-PEO NEO | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (57,138)        
Non-PEO NEO | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (131,672)