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We will hold the 2024 Annual Meeting of Shareholders of Orthofix Medical Inc. on June 18, 2024 at 10:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West, 6007 Legacy Drive, Plano, Texas 75024.

This booklet includes the notice of annual meeting and the proxy statement. The proxy statement describes the business that we will conduct at the meeting.

Your vote is important. Please refer to the proxy card or other voting instructions included with these proxy materials for information on how to vote by proxy or in person.

This notice and the accompanying proxy statement are being furnished to the shareholders of Orthofix Medical Inc., a Delaware corporation (“Orthofix” or the “Company”), in connection with the upcoming 2024 Annual Meeting of Shareholders (the “Annual Meeting”) and the related solicitation of proxies by the Board of Directors of Orthofix (the “Board of Directors” or “Board”) from holders of outstanding shares of common stock, par value $0.10 per share (“common stock”), of Orthofix as of the record date for the Annual Meeting for use at the Annual Meeting and at any adjournment or postponement thereof. In this notice and the accompanying proxy statement, all references to “we,” “our” and “us” refer to the Company, except as otherwise provided.

Notice is hereby given that the Annual Meeting will be held on June 18, 2024 at 10:00 a.m. Central Daylight Time, at the Renaissance Dallas at Plano Legacy West, 6007 Legacy Drive, Plano, Texas 75024.

Please read a detailed description of proposals 1 through 5 above beginning on page 71 of the proxy statement.

All record holders of shares of Orthofix common stock at the close of business on the record date for the Annual Meeting, April 22, 2024, are being sent this notice and will be entitled to vote at the Annual Meeting. Each record holder on such date is entitled to cast one vote per share of common stock.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD JUNE 18, 2024: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD, AND THE ORTHOFIX ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE AT WWW.PROXYDOCS.COM/OFIX.

The summary highlights certain information about our business and 2023 performance, and about other information in the proxy statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement before voting.

Notable financial results and operational accomplishments in 2023 include the following:

Orthofix manages its business by two reporting segments, Global Spine and Global Orthopedics, which accounted for 85% and 15%, respectively, of our total net sales in 2023. The chart below presents our net sales, which includes product sales and marketing service fees, by reporting segment for each of the years ended December 31, 2023, 2022, and 2021.

(1) Three currently serving directors, Catherine M. Burzik (current Chair of the Board), Stuart M. Essig, Ph.D. and James F. Hinrichs, are not standing for re-election at the Annual Meeting, and the size of the Board is being reduced from 12 to 9 seats as of the date of the Annual Meeting. The Board expects to elect a new Chair of the Board, as well as Chairs of each Standing Committee of the Board, immediately following the occurrence of the Annual Meeting.

(2) Mr. Burris served as a director from September 2021 until the consummation of the Company’s merger with SeaSpine on January 5, 2023, and rejoined as a director on June 19, 2023 upon his election at the 2023 annual meeting of shareholders.

(3) Mr. Henneman was appointed as a director as of January 5, 2023 in connection with the consummation of the Company’s merger with SeaSpine. Prior to such merger, Mr. Henneman had served on SeaSpine’s Board of Directors since July 2015.

(4) Ms. Maniar was appointed as a director as of January 5, 2023 in connection with the consummation of the Company’s merger with SeaSpine. Prior to such merger, Ms. Maniar had served on SeaSpine’s Board of Directors since April 2021.

The following graphics highlight the diversity and qualifications of our director nominees, both individually and in the aggregate.

We focus our compensation program for our named executive officers and other executive officers on financial, strategic, and operational goals established by the Board of Directors, upon the recommendation of its Compensation and Talent Development Committee, designed to create sustained value for our shareholders. Our guiding compensation principle is to pay for performance. Our compensation program is also designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking. We consider the input of our shareholders on our executive compensation program. At our 2023 annual meeting of shareholders, 95% of the votes cast were in favor of the advisory vote on our executive compensation, or the say-on-pay proposal. At least 95% of the votes cast were in favor of the say-on-pay proposal at each of our last five annual meetings. We believe this consistent shareholder support validates our pay for performance approach to executive compensation.

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation and long-term incentive equity compensation awarded) for Keith C. Valentine, our President and Chief Executive Officer through September 2023, and our other named executive officers for 2023. These charts illustrate that 89% of Mr. Valentine's (our former Chief Executive Officer) annual total target direct compensation and 74% of our other 2023 named executive officers' annual total target direct compensation was performance-based or variable. In addition, 86% of Mr. Calafiore's (our new President and Chief Executive Officer) 2024 compensation package is performance-based or variable.

Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

 Align executive pay with the overall performance of our business and the Company’s common stock

 Set meaningful performance targets for annual and performance-based stock awards, approved by our Compensation and Talent Development Committee

 Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards

 Discourage unnecessary and inappropriate risk taking, and we obtain an annual independent risk assessment analysis of our executive compensation program

 Maintain robust stock ownership guidelines for our executive officers and directors

 Include “double-trigger” change in control vesting provisions in all equity grants to executive officers

 Our Compensation and Talent Development Committee directly retains an independent compensation consultant who conducts an annual benchmarking of our executive compensation program against an industry peer group

X Pay dividends or dividend equivalents on unvested stock options, unvested time-based vesting stock awards, or unearned performance-based vesting stock awards

X Permit hedging or pledging of our securities by employees, including our executive officers, or directors

We are committed to effective corporate governance and the regular review of our corporate governance practices to continue building on our success and long-term shareholder value.

•

Commitment to frequent Board refreshment, with two of the director nominees standing for election at the Annual Meeting having joined the Board in January 2023 in connection with the Company’s merger with SeaSpine, and three of the director nominees having joined the Board in December 2023 following constructive engagement and entry into a cooperation agreement with one of the Company’s significant institutional shareholders, Engine Capital Management , described in more detail on page 16 of this proxy statement

•

Active Board and committee oversight in the area of enterprise risk management, cybersecurity, and environmental, social, and governance (“ESG”) matters, inclusive of climate-related matters, with direct oversight of enterprise risk management and cybersecurity matters provided by the Audit and Finance Committee and direct oversight of ESG-related matters provided by the Nominating, Governance, and Sustainability Committee

THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MAY 7, 2024.

All record holders of shares of Orthofix common stock at the close of business on April 22, 2024 (the “Record Date”), are entitled to notice of, and will be entitled to vote at, the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Each record holder on such date is entitled to cast one vote per share of common stock. As of the Record Date, there were 37,528,562 shares of Orthofix common stock outstanding.

YOUR VOTE IS IMPORTANT. If you are a record holder, you may cast your vote online, by phone, by mail, or in person at the Annual Meeting. See your proxy card for your online control number in order to vote.

If you hold your shares in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual shareholders are beneficial owners of shares held in street name. If you hold shares in street name, please follow the voting instructions provided to you by your broker. If your shares of common stock are held in street name, you will receive instructions from your broker, bank, or other nominee that you must follow in order to have your shares of common stock voted.

The presence, in person or represented by proxy, of the holders of a majority of the shares of Orthofix common stock outstanding on the Record Date is required to constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” (described below) are counted as shares present for purposes of determining the presence of a quorum.

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries that are subject to New York Stock Exchange (“NYSE”) rules may use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. The NYSE rules apply to broker, bank and other securities intermediary's discretion in voting your uninstructed shares regardless of the fact that we are a Nasdaq-listed company. A broker non-vote occurs when a broker, bank or other agent who has record ownership of the shares held in an account for its client has not received voting instructions from the client who is the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1, 2, 4 and 5 are considered to be “non-routine” under NYSE rules and applicable interpretations and your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 3 is considered to be “routine” under NYSE rules and applicable interpretations, and, thus, if you do not return voting instructions to your broker, bank or other agent, your broker, bank or other agent may vote your shares in its discretion on this proposal.

Assuming a quorum is present, each director nominee will be elected by a majority of the votes cast with respect to such nominee. In other words, a director nominee will be elected if the number of shares voted “FOR” such nominee exceeds the number of shares voted “AGAINST” such nominee. For purposes of Proposal 1, abstentions and broker non-votes are not counted as votes cast either “FOR” or “AGAINST” a nominee, and have no effect on the outcome of the vote.

Assuming a quorum is present, with respect to each of Proposals 2, 3, 4 and 5, the particular proposal will be approved if it receives the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the applicable proposal. For each of these proposals, abstentions will have the same effect as a vote “AGAINST” the applicable proposal, and broker non-votes (to the extent applicable) will have no effect on the outcome of the vote for the applicable proposal.

This proxy statement is being furnished to holders of shares of Orthofix common stock in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting.

All shares of Orthofix common stock that are represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting and which are not validly revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on such proxies. If no instructions are indicated on a properly executed proxy, such proxy will be voted “FOR” the election of each director nominee identified in this proxy statement and “FOR” each of the other proposals. The Board does not know of any other matters that are to be presented for consideration at the Annual Meeting.

Any proxy delivered by a record shareholder may be revoked by the person giving it at any time before voting begins at the Annual Meeting. Proxies may be revoked by (1) timely delivery to our Corporate Secretary of a written notice of revocation bearing a later date than the proxy sought to be revoked, (2) timely delivery to Orthofix of a valid, later-dated proxy (including a proxy given by telephone or online) relating to the same shares

of Orthofix common stock or (3) attending the Annual Meeting and voting at the Annual Meeting in person. Attending the Annual Meeting will not in and of itself constitute the revocation of a proxy. Any written notice of revocation or later-dated proxy should be sent so as to be received in a timely manner to: Orthofix Medical Inc., Attn: Corporate Secretary, 3451 Plano Parkway, Lewisville, TX 75056.

We will pay all the costs of soliciting these proxies, including reimbursing banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to beneficial owners. Our directors and employees may also solicit proxies by telephone or electronic means of communication, or in person, and no additional compensation will be paid to such individuals.

We engaged Saratoga Proxy Consulting LLC to assist us with the solicitation of proxies for a fee of $25,000, plus expenses.

We have filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). The 2023 Form 10-K is available on our website at www.orthofix.com and at http://www.proxydocs.com/OFIX. If you would like to receive an additional copy of the 2023 Form 10-K, we will send you one free of charge. Please write to:

The information on our website is not incorporated by reference in, or considered part of, this proxy statement.

We will publish the voting results from the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. You will also be able to find the Form 8-K on our website at www.orthofix.com.

If you have questions about the Annual Meeting, voting or your ownership of shares of Orthofix common stock, please contact Louisa Smith, Gilmartin Group at ir@orthofix.com. Directions to the meeting can be found at http://www.proxydocs.com/OFIX.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on June 18, 2024

This proxy statement, your proxy voting card, and the 2023 Form 10-K are available at http://www.proxydocs.com/OFIX.

The following table shows each person, or group of affiliated persons, who beneficially owned, directly or indirectly, at least 5% of the shares of our common stock. Our information is based on reports filed with the SEC by each of the firms or individuals listed in the table below. You may obtain these reports from the SEC.

The Percent of Class figures for the shares of our common stock are based on 37,528,562 shares of our common stock outstanding as of April 22, 2024. Except as otherwise indicated, each shareholder has sole voting and dispositive power with respect to the shares indicated.

(1) Based solely on information obtained from a Schedule 13G filed with the SEC on February 12, 2024 disclosing shared power to vote or direct the vote of 3,665,000 shares and shared power to dispose of or to direct the disposition of 3,665,000 shares.

(2) Based solely on information obtained from a Schedule 13G filed with the SEC on February 14, 2024 disclosing shared power to vote or direct the vote of 3,600,000 shares and shared power to dispose of or to direct the disposition of 3,600,000 shares.

(3) Based solely on information obtained from a Schedule 13G (Amendment No. 4) filed with the SEC on January 8, 2024 disclosing sole power to vote or direct the vote of 3,242,316 shares, and sole power to dispose of or to direct the disposition of 3,317,319 shares.

(4) Based solely on information obtained from a Schedule 13D (Amendment No. 2) filed with the SEC on April 22, 2024 disclosing sole power to vote or direct the vote of 3,138,802 shares, and sole power to dispose of or to direct the disposition of 3,138,802 shares.

(5) Based solely on information obtained from a Schedule 13G filed with the SEC on February 9, 2024 disclosing sole power to vote or direct the vote or direct the vote of 2,028,320 shares, and sole power to dispose of or to direct the disposition of 2,057,081 shares.

(6) Based solely on information obtained from a Schedule 13G (Amendment No. 6) filed with the SEC on February 13, 2024 disclosing shared power to vote or direct the vote of 25,375 shares, sole power to dispose of or to direct the disposition of 1,940,761 shares, and shared power to dispose of or to direct the disposition of 58,905 shares.

The following table sets forth the beneficial ownership of shares of our common stock, including stock options currently exercisable and exercisable within 60 days of April 22, 2024 and stock units that are vested or potentially issuable within 60 days of April 22, 2024, by each current director, each director nominee, each named executive officer listed in the Summary Compensation Table, and the persons who were our directors and executive officers as of April 22, 2024 as a group. The Percent of Class figure is based on 37,528,562 shares of our common stock outstanding as of April 22, 2024. Unless otherwise indicated, the beneficial owners exercise sole voting and/or investment power over their shares.

(1)The address for each person or entity listed in the table is c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

(2) Reflects 80,040 shares owned directly, 32,763 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 16,020 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(3)Reflects 8,936 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024.

(4) Reflects 10,163 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024.

(5) Reflects 192,534 shares owned directly, 14,354 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 54,199 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(6) Reflects 8,350 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024.

(7) Reflects 3,574 shares owned directly, 29,638 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 24,701 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(8) Reflects 34,408 shares owned directly, 14,354 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 31,778 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(9) Reflects 47,712 shares owned directly, 39,548 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 30,000 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(10) Reflects 15,000 shares owned directly and 8,350 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024.

(11) Reflects 5,726 shares owned directly and 14,354 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024.

(12) Reflects 11,066 shares owned directly, 39,548 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 30,000 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(14) Reflects 1,913 shares owned directly and 4,667 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(15) Reflects 61,816 shares owned directly, 23,763 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 113,565 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(16) Reflects 160,607 shares owned directly based solely on the most recent Form 4 filed with the SEC on March 2, 2023.

(17) Reflects 188,610 shares owned directly, 86,636 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 239,532 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(18) Reflects 47,286 shares owned directly based solely on the most recent Form 4 filed with the SEC on March 2, 2023.

(19) Reflects 45,028 shares owned directly, 25,452 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 114,357 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

(20) Reflects 33,122 shares owned directly based solely on the most recent Form 4 filed with the SEC on March 2, 2023.

(21) Reflects 39,782 shares owned directly, 105,196 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 22, 2024, and 147,144 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 22, 2024.

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, requires our officers and directors, and holders of more than 10% of our common stock (collectively, the “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by regulations of the SEC to furnish us with copies of all such filings. Based on our review of these reports and related representations by the Reporting Persons, we believe that all Section 16(a) reports were filed timely in 2023, except that the Form 4 relating to the sale of common stock for Shweta Singh Maniar on March 10, 2023 was filed sixteen business days late.

Massimo Calafiore. Mr. Calafiore was appointed President and Chief Executive Officer and as a member of the Board of Directors on January 8, 2024, and effective January 10, 2024, he became the Interim President of Global Spine. Prior to joining the Company, Mr. Calafiore served since September 2022 as Chief Executive Officer of LimaCorporate S.p.A., a global orthopedics company focused on restoring motion through digital innovation and customized hardware, until its acquisition by Enovis Corporation in January 2024. Previously, he served from September 2021 through August 2022 as Executive Vice President and Chief Commercial Officer of NuVasive, Inc., where he oversaw product marketing, commercial and commercial enablement functions, as well as NuVasive’s specialized orthopedics and clinical services. From October 2020 through August 2021, he served as NuVasive’s Executive Vice President, Global Business Units, where he was responsible for NuVasive’s product and services organization, including Spine, NuVasive Specialized Orthopedics (NSO) and NuVasive Clinical Services, and commercial enablement such as clinical professional development and global marketing. From 2017 until October 2020 he held various other leadership roles at NuVasive with increasing levels of responsibility, serving as Senior Vice President, Spine Business Unit, from January 2020 to October 2020, Senior Vice President, Global Implant Systems and General Manager of NSO, from February 2019 to December 2019, and Senior Vice President, General Manager of NSO from August 2017 to February 2019.Before his executive service at NuVasive, he spent more than 15 years supporting and leading the U.S. business for Waldemar Link, a leader in the orthopedics and medical device industry. Mr. Calafiore holds an M.Sc. in Mechanical Engineering from the University of Catania and an MBA from New York University.

Julie Andrews. Ms. Andrews joined Orthofix in January 2024 and serves as Chief Financial Officer (CFO). She previously served from August 2021 to April 2023 as Chief Financial Officer of Smart Wires Technology, a global transmission grid technology company focused on enabling the transition to renewable energy. Between September 2019 and December 2020, she served as the Senior Vice President, Global Finance for Wright Medical Group, a global medical device company focused on extremities and biologics that was acquired by Stryker in 2020. She served from May 2012 to August 2019 as Wright Medical’s Vice President of Finance and Chief Accounting Officer, where she held responsibility for corporate FP&A, business-unit FP&A, operations finance and accounting functions of the business on a global basis. Ms. Andrews also spent many years in roles of increasing responsibility at Medtronic Inc., including as Vice President of Finance for the Spine and Biologics division, where she provided oversight of all FP&A and accounting functions. Early in her career, Ms. Andrews served as Senior Financial Analyst for Thomas & Betts and as an auditor for Thomas Harvey, LLC. Currently she serves on the board and as chair of the audit committee of RxSight, Inc. an ophthalmic medical device company. Ms. Andrews received a Bachelor of Science in Accounting from Indiana University. She also participated in advanced leader and director development programs at both Medtronic and Wharton School of Business.

J. Andrés Cedrón. Mr. Cedrón joined Orthofix in April 2024 and serves as Chief Legal Officer and Corporate Secretary. Most recently, he served as Vice President and Corporate Secretary at Stryker from July 2022 to April 2024. In this corporate officer position, Mr. Cedrón oversaw corporate governance, SEC compliance, merger and acquisition legal activities, and ESG matters. Prior to that, Mr. Cedrón held legal leadership roles as Chief Legal Counsel for Stryker's $10 billion MSNT Group of divisions from September 2018 to July 2022, as well as the

company's EMEA and Latin America regions. He has extensive expertise in regulatory and compliance frameworks, anti-corruption programs, litigation management, and commercial legal strategy. Mr. Cedrón started his career as a corporate attorney at the Sullivan & Cromwell and Hunton & Williams law firms. He holds a J.D. from Columbia Law School and a B.A. from Colorado College. He has also participated in executive leadership programs from various institutions, including Harvard Business School.

Kimberley A. Elting. Ms. Elting has served as our President, Global Orthopedics since April 2022 and, served as our Interim Chief Legal Officer from November 2023 until April 2024. She originally joined the Company as Chief Legal Officer in September 2016 and was named Chief Legal and Administrative Officer in 2017, and served as Chief Legal and Development Officer from 2020 until January 2023. Before joining Orthofix, she had served since 2013 as General Counsel and Vice President Corporate Affairs at TriVascular Technologies, Inc.. In this role, she led the legal, compliance, human resources (HR) and government affairs functions for the company. Between 2007 and 2012, she served in various roles of increasing responsibility with St. Jude Medical, including General Counsel and Vice President of HR and Health Policy for the Neuromodulation Division. She was previously a partner at the Jones Day law firm where she counseled clients in the health care sector on mergers and acquisitions and regulatory matters. A graduate of Ithaca College, Ms. Elting earned her Law Degree from the University of Denver and an LL.M. in Health Law from Loyola University Chicago.

Lucas Vitale. Mr. Vitale joined Orthofix in March 2024 and serves as Chief People and Business Operations Officer. From October 2023 to March 2024 he served as the Chief Human Resources Officer (CHRO) at ReNAgade Therapeutics, a venture backed pharmaceutical company, and from April 2022 to October 2023 he served as the CHRO at Berkeley Lights/PhenomeX, a life sciences tools and services company acquired by Bruker. He also served as Senior Vice President of Human Resources at Arena Pharmaceuticals from April 2022 to October 2023. Mr. Vitale brings extensive spine and orthopedics experience having served as the CHRO at NuVasive from January 2019 to September 2021, where he led the global HR strategy for the company’s approximately 2,700 employees. During the seven years he was at NuVasive, he played an integral role in mergers and integrations, oversaw key commercial talent development efforts, and formalized the company’s Diversity, Equity and Inclusion program. Mr. Vitale earned a Bachelor of Science in Business Administration from Hawaii Pacific University and a Master of Arts in Industrial/Organizational Psychology from Alliant International University.

Our amended and restated bylaws (“Bylaws”) provide that the Board shall consist of not less than six and no more than fifteen directors, the exact number to be determined from time-to-time by resolution of the Board. The Board is currently comprised of twelve seats, though three currently serving directors, Catherine M. Burzik, Stuart M. Essig, Ph.D., and James F. Hinrichs, are not standing for election at the Annual Meeting. Following the recommendation of the Nominating, Governance and Sustainability Committee, the Board has nominated each of the other nine current directors for election to the Board at the Annual Meeting.

Directors are elected at each annual meeting of shareholders by a majority of the votes cast with respect to the director, provided, however, that directors are elected by the vote of a plurality of the votes cast if (i) the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for directors set forth in our Bylaws, which nomination is not subsequently withdrawn, or (ii) the number of nominees for election to the Board at such meeting exceeds the number of directors to be elected. For purposes of this standard, a “majority of the votes cast” means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. The Company has not received any director nominations from shareholders for the Annual Meeting, and the number of nominees is equal to the number of directors to be elected at the Annual Meeting. As such, a “majority of the votes cast” will be the standard for election at the Annual Meeting.

Under our Bylaws, any incumbent director who is nominated for election by the Board or a committee thereof must, as a condition to such nomination submit to the Chair of the Board (a) in the case of a contested election, a conditional letter of resignation, and (b) in the case of an uncontested election, a conditional and irrevocable letter of resignation. If an incumbent director is not elected (that is, the incumbent director receives more “AGAINST” votes than “FOR” votes), the Nominating, Governance and Sustainability Committee is required to consider the conditional resignation of such nominee and make a recommendation to the Board on whether to accept or reject the conditional resignation, or whether other action should be taken. In such event, the Board is required to act on the Nominating, Governance and Sustainability Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results for the Annual Meeting. If the Board’s decision is to accept the director’s resignation, then the Board may fill the resulting vacancy in accordance with our Bylaws. The director whose conditional resignation is being considered may not participate in the Nominating, Governance and Sustainability Committee's recommendation or the Board’s decision.

It is our policy that all directors attend the Annual Meeting, and at last year’s annual meeting of shareholders, all of our directors who were serving at the time attended the meeting in person. We expect that all nine directors who are standing for election will attend the Annual Meeting in person.

The Board meets at least four times per year in person at regularly scheduled quarterly meetings, but will meet more often in person if necessary. In addition, the Board typically holds several telephonic or virtual meetings each year as events require. The Board met 11 times during 2023. The Board has four standing committees: the Audit and Finance Committee, the Compensation and Talent Development Committee, the Compliance and Ethics Committee, and the Nominating, Governance and Sustainability Committee. The Board also formed a Strategy Committee in December 2023 to assist Mr. Calafiore, our new President and Chief Executive Officer, with formulating and defining the go-forward strategy of the Company, and this committee is expected to remain in existence at least until June 2024. During 2023, every director attended 75% or more of the aggregate

of all meetings of the Board and the committees on which he or she served that were held during the period for which he or she was a director or committee member, as applicable.

Of our nine director nominees, the Board has determined that each of Mr. Bazaar, Mr. Burris, Mr. Finegan, Mr. Hannon, Mr. Henneman, Mr. Kummeth, Ms. Maniar and Mr. Paolucci are independent under the current Nasdaq listing standards. Mr. Calafiore is not considered independent because he serves as our President and Chief Executive Officer. A list of our director nominees, including background information for each of them, is presented in the section “Proposal 1: Election of Directors,” beginning on page 71.

As described in more detail on page 16 of this proxy statement under the heading “Cooperation Agreement with Engine Capital,” the Company has agreed that the Board will refrain from increasing the size of the Board to a number great than nine seats through the date such agreement terminates in early 2025, unless the Board determines in good faith after consultation with counsel that compliance with such limitation would violate the Board’s fiduciary duties under applicable law.

Ms. Burzik, who is an independent director, currently serves as Chair of the Board; however, she will not be standing for election at the Annual Meeting. Mr. Calafiore, who is also a director, serves as the Company’s President and Chief Executive Officer.

Immediately following the Annual Meeting, we expect that the Board will elect a new Chair of the Board. As described in more detail on page 16 of this proxy statement under the heading “Cooperation Agreement with Engine Capital,” the Company has agreed that the Board will elect one of Messrs. Bazaar, Finegan or Kummeth as Chair of the Board effective as of the date of the Annual meeting unless the Board determines in good faith after consultation with counsel that taking action would violate the Board’s fiduciary duties under applicable law. Consistent with our corporate governance guidelines, the Chair and CEO positions will continue to be separate. The Board believes that the separation of these two critical roles best serves the Company’s shareholders because it allows our President and Chief Executive Officer to focus on providing leadership over our day-to-day operations while the Chair of the Board focuses on leadership of the Board.

Our Audit and Finance Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The committee oversees the Company’s financial reporting process on behalf of the Board. The committee is responsible for the selection, compensation, and oversight of the Company’s independent registered public accounting firm. The committee reviews matters relating to the Company’s internal controls, as well as other matters warranting committee attention. The committee also meets privately, outside the presence of Orthofix management, with our independent registered public accounting firm. The Audit and Finance Committee’s report for 2023 is printed below at page 86.

The Audit and Finance Committee also oversees the Company’s (i) enterprise risk management program, reviews risk assessments, and receives reports from management on risk areas and mitigation plans and (ii) regularly reviews the Company’s cybersecurity and other IT risks, controls, and procedures, including plans to mitigate cybersecurity risks and respond to data breaches, with updates provided on at least a quarterly basis.

The Board has adopted a written charter for the Audit and Finance Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Bazaar, Mr. Burris, Dr. Essig, Mr. Hannon and Mr. Hinrichs currently serve as members of the Audit and Finance Committee, with Mr. Hinrichs serving as Chair. Mr. Hinrichs will not be standing for re-election at the Annual Meeting, and we expect that the Board will elect a new Chair of the Committee immediately following the Annual Meeting. All members of the committee have been determined by the Board to be independent under applicable Nasdaq rules and pursuant to Rule 10A-3 of Schedule 14A under the Exchange Act. The Board has determined that each of Mr. Burris and Mr. Hinrichs is an “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K.

The Compensation and Talent Development Committee is responsible for establishing compensation policies and determining, approving, and overseeing the total compensation packages for our executive officers, including all elements of compensation. The committee administers our Amended and Restated 2012 Long-Term Incentive Plan, as amended (the “2012 LTIP”), the primary equity incentive plan under which we make equity-related awards, as well as the SeaSpine Amended and Restated 2015 Incentive Award Plan, which was assumed in the merger. In addition, the committee administers our Second Amended and Restated Stock Purchase Plan, as Amended (the “SPP”), an equity plan under which most of our employees and directors are eligible to purchase shares of Company common stock at a discount.

The Board has adopted a written charter for the Compensation and Talent Development Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Bazaar, Mr. Hinrichs, Mr. Kummeth and Mr. Paolucci currently serve as members of the Compensation and Talent Development Committee, with Mr. Paolucci serving as Chair. Mr. Henneman and Ms. Maniar served as members of the Compensation and Talent Development Committee between January 2023 and December 2023. Each of these members (i) are non-employee, non-affiliated, outside directors who have been determined by the Board to be independent under applicable Nasdaq rules and (ii) satisfy the qualification standards of Section 16 of the Exchange Act.

No interlocking relationship, as defined in the Exchange Act, currently exists, nor existed during 2023, between the Board or Compensation and Talent Development Committee and the board of directors or compensation committee of any other entity.

As described in more detail on page 16 of this proxy statement under the heading “Cooperation Agreement with Engine Capital,” the Company has agreed that the Board will elect one of Messrs. Bazaar, Finegan or Kummeth as Chair of the Compensation and Talent Development Committee effective as of the date of the Annual meeting unless the Board determines in good faith after consultation with counsel that taking action would violate the Board’s fiduciary duties under applicable law.

The Compliance and Ethics Committee assists the Board in overseeing the Company’s Corporate Compliance and Ethics Program and the Company’s global compliance with various international and domestic laws and regulations, including those related to the U.S. Food and Drug Administration and requirements of the U.S. Foreign Corrupt Practices Act and other applicable global anti-corruption laws. The committee also assists the Board in overseeing the Company’s compliance quality and regulatory standards and policies and compliance with the Company’s own Corporate Code of Conduct, policies, and procedures.

The Board has adopted a written charter for the Compliance and Ethics Committee, a copy of which is available for review on our website at www.orthofix.com.

Ms. Burzik, Mr. Hannon, Mr. Finegan, and Ms. Maniar currently serve as members of the Compliance and Ethics Committee, with Mr. Hannon serving as Chair. Each of these members have been determined by the Board to be independent under the current Nasdaq and SEC rules. The Compliance and Ethics Committee's charter requires that a majority of members must be independent.

The Nominating, Governance and Sustainability Committee assists the Board in identifying qualified individuals to become Board members, recommends nominees for election at each annual meeting of shareholders to the Board, develops and recommends the Company’s corporate governance principles and guidelines to the Board, and evaluates potential candidates for executive positions as appropriate. In connection with this role, the committee periodically reviews the composition of the Board in light of the characteristics of independence, skills, experience, and availability of service, with an emphasis on the particular areas of skill and experience needed by the Board at any given time. The committee periodically reviews succession planning with the Chair of the Board and the President and Chief Executive Officer, and makes recommendations to the Board in connection with succession planning. The committee oversees the Board’s annual self-evaluation process, which includes the completion of an evaluation process covering the Board, each committee, and individual director performance. In addition, the committee oversees the Company’s ESG programs, inclusive of climate-related matters; reviews gap analysis; progress on diversity, equity and inclusion programs; company initiatives; and receives reports from management on ESG matters.

The Board has adopted a written charter for the Nominating, Governance and Sustainability Committee, a copy of which is available for review on our website at www.orthofix.com.

Mr. Burris, Dr. Essig, Mr. Henneman, Mr. Kummeth and Mr. Paolucci currently serve as members of the Nominating, Governance and Sustainability Committee, with Dr. Essig serving as Chair. Dr. Essig will not be standing for re-election at the Annual Meeting, and we expect that the Board will elect a new Chair of the Committee immediately following the Annual Meeting. All members of the committee have been determined by the Board to be independent under applicable Nasdaq rules.

The Board plays an important role in overseeing various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee’s expertise or charter. For example, the Audit and Finance Committee oversees our financial statements and receives reports on the Company’s enterprise risk management program, the Compliance and Ethics Committee assists in the Board’s oversight of compliance with certain legal and regulatory requirements, the Compensation and Talent Development Committee oversees the Company’s compensation plans and assures that such plans properly discourage unnecessary and inappropriate risk taking by management, and the Nominating, Governance and Sustainability Committee oversees the identification of potential Board or executive candidates and the Company’s ESG programs, inclusive of climate-related matters. The Board believes the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to more effectively monitor these risks.

An important feature of the Board’s risk oversight function is to receive updates from its committees and management, as appropriate. In that regard, the Board regularly receives updates from the President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Compliance and Risk Officer, including in connection with material litigation and legal compliance matters. The Board also receives updates at quarterly in-person or virtual Board meetings on committee activities from each committee Chair. In addition, the senior executive of each Company division or business unit periodically reviews and assesses the most significant risks associated with his or her division or unit. These assessments are then aggregated by our management team and presented to the Board. The Board regularly discusses with management these risk assessments and includes risk management and risk mitigation as part of its oversight of the enterprise risk management program and its ongoing strategic planning process.

The Company entered into a cooperation agreement in December 2023 with Engine Capital Management and its affiliates, an institutional shareholder of the Company that at the time owned approximately 8.2% of the Company’s common stock (collectively, “Engine Capital”), which agreement was amended in April 2024 (as amended, the “Cooperation Agreement”).

Prior to the parties entering into the original Cooperation Agreement in December 2023, representatives of the Company engaged in constructive discussions with representatives of Engine Capital over the course of several weeks, regarding, among other things, the refreshment of the composition of the Board (including the position of Chair of the Board), including the appointment of certain new director candidates to the Board (including the eventual election by the Board of one of such new directors as Chair of the Board) and the nomination of such director candidates for election to the Board at the Company’s 2024 annual meeting of shareholders. As part of these discussions, the Company and Engine Capital agreed on the appointment of each of Messrs. Bazaar, Kummeth and Finegan as directors, and each of such directors was appointed by the Board in December 2023. Prior to the Board’s deliberations with respect to their appointments, the Board and the Nominating, Governance & Sustainability Committee each carefully evaluated the background and qualifications of the candidates (including consideration of their experience, skills, industry and other relevant expertise, independence and overall fitness), the Company conducted third-party background checks on such candidates, and several members of the Board (including members of the NG&S Committee) interviewed the candidates. Following multiple meetings of the Board and the Nominating, Governance & Sustainability Committee, at which these matters were discussed and the qualifications and relevant attributes of such candidates were reviewed and evaluated, the Board determined that it was in the best interests of the Company and its shareholders to appoint Messrs. Bazaar, Kummeth and Finegan to the Board.

Pursuant to the Cooperation Agreement, the Company agreed that the Board would take all necessary action to nominate each of Messrs. Bazaar, Kummeth and Finegan at the Annual Meeting. Further, subject to the exercise of the Board’s fiduciary duties under applicable law, the Company agreed that the Board would (i) recommend, support and solicit proxies for the election of Messrs. Bazaar, Kummeth and Finegan at the Annual Meeting in the same manner as for the Company’s other nominees at the Annual Meeting, (ii) ensure that three directors serving on the Board as of December 10, 2023 would not stand for re-election at the Annual Meeting, (iii) cause the size of the Board not to exceed nine seats until early 2025, (iv) elect one of the Messrs. Bazaar, Kummeth and Finegan as Chair of the Board effective as of the date of the Annual Meeting, and (v) elect one of Messrs. Bazaar, Kummeth and Finegan as Chair of the Compensation and Talent Development Committee as of the date of the Annual Meeting.

The Cooperation Agreement has a term that expires in early 2025, and during the term, Engine Capital is subject to certain customary standstill restrictions, including with respect to (i) acquiring more than 9.9% of the Company’s outstanding common stock, (ii) nominating or recommending for nomination any persons for election to or removal from the Board at any shareholder meeting, (iii) submitting any business for consideration at any shareholder meeting, and (iv) soliciting any proxy or consents in respect of any business by any shareholder of the Company, including any member of Engine Capital, to be brought before any shareholder meeting (including any “withhold,” “against” “vote no,” defeat quorum or similar campaign with respect to any nomination or proposal made by or at the direction of the Board). During the term of the Cooperation Agreement, Engine Capital has agreed to vote all shares of the Company’s common stock beneficially owned by it and its affiliates at each shareholder meeting in accordance with the Board’s recommendations on certain specified matters, subject to certain exceptions relating to extraordinary transactions and the recommendations of independent proxy advisory firms.

We have implemented cybersecurity programs designed to maintain and protect our information technology systems and the confidentiality, integrity, and availability of our data. These programs serve to maintain compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers, and business partners. We engage third parties as part of our cyber program, including external security firms that provide security technology, conduct regular security audits, and conduct penetration testing. We also engage third parties to conduct regular drills, such as tabletop exercises, to help with our overall preparedness. Our employees are responsible for complying with our data security standards and are required to complete annual training to understand the behaviors and technical requirements necessary to keep data secure. We also require that cybersecurity training be part of the onboarding process for new hires. Cybersecurity is an important component of our enterprise risk management program. The Board of Directors Audit and Finance Committee has oversight over and regularly reviews our cybersecurity, including IT risks, controls, procedures, and plans to mitigate cybersecurity risks and respond to security incidents. The Audit and Finance Committee receives reports on at least a quarterly basis on, among other issues, our cyber risks and threats, the status of projects, management’s strategies to strengthen our IT systems, assessments of our security program, third-party assessments and testing, our emerging threat landscape, and the review of our cybersecurity insurance policy. Pursuant to our incident response procedures, material cyber incidents will be reported to the Chair of the Audit and Finance Committee upon a determination of material status. Due to the importance of cybersecurity, the full Board also receives updates on cybersecurity matters from management at least annually.

We maintain codes of conduct (our “Codes of Conduct”) for each of our legacy Orthofix and SeaSpine businesses that are applicable to all employees worldwide of the respective business. The Code of Conduct for the legacy Orthofix business, to which all of our directors and executive officers are subject, is available for review under the “Investors > Governance > Governance Documents” section of our website at www.orthofix.com.

A uniform Code of Business Conduct that applies to our global enterprise will be launched in 2024. The goals of our Codes of Conduct, as well as our general corporate compliance and ethics program, are to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us, (iii) compliance with applicable governmental laws, rules, and regulations, (iv) prompt internal reporting of violations of our Codes of Conduct through appropriate and identified channels, and (v) accountability for adherence to our Codes of Conduct. Our Codes of Conduct apply to all areas of professional conduct, including customer relationships, conflicts of interest, financial reporting, use of company assets, insider trading, intellectual property, confidential information, and workplace conduct. Under our Codes of Conduct, employees, directors, and executive officers are responsible for promptly reporting potential violations of any law, regulation, or our Codes of Conduct to appropriate personnel or via a hotline we have established.

We intend to disclose any substantive amendment to, or a waiver from, a provision of the Code of Conduct for the legacy Orthofix business that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the

code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on our website at the address specified above.

Under the Company’s Corporate Governance Guidelines, all directors, executives, and employees are prohibited from engaging in hedging transactions involving the Company’s common stock, including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, all such persons are prohibited from holding the Company’s common stock in a margin account or otherwise pledging such shares as collateral for a loan.

To facilitate the ability of shareholders to communicate with the Board, we have established an electronic mailing address and a physical mailing address to which communications may be sent: boardofdirectors@orthofix.com, The Board of Directors, c/o Chair of the Board, Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

The Chair of the Board reviews all correspondence addressed to the Board and presents to the Board a summary of all such correspondence and forwards to the Board or individual directors, as the case may be, copies of all correspondence that, in the opinion of the Chair of the Board and/or Lead Independent Director, deals with the functions of the Board or committees thereof or that they otherwise determines requires their attention. Examples of communications that would not be forwarded, include solicitations for products and services or items of a personal nature not relevant to us or our shareholders. Directors may at any time review the log of all correspondence received by Orthofix that is addressed to members of the Board and request copies of any such correspondence.

As provided in its charter, the Nominating, Governance and Sustainability Committee identifies and recommends nominees for election to the Board and will consider nominations submitted by shareholders. The Nominating, Governance and Sustainability Committee Charter is available for review on our website at www.orthofix.com.

The Nominating, Governance and Sustainability Committee seeks to create a Board that is strong in its collective diversity of skills and experience with respect to finance, research and development, commercialization, sales, distribution, leadership, technologies, and life science industry knowledge. The Nominating, Governance and Sustainability Committee reviews with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence, skills, experience, and availability of service to Orthofix of its members and of anticipated needs. If necessary, we will retain a third party to assist us in identifying or evaluating any potential nominees for director. When the Nominating, Governance and Sustainability Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board at that time given the then current mix of director attributes.

As provided for in our Corporate Governance Guidelines, in nominating director candidates, the Nominating, Governance and Sustainability Committee strives to nominate directors that exhibit high standards of ethics, integrity, commitment, and accountability. In addition, our Corporate Governance Guidelines state that all nominations should attempt to ensure that the Board shall encompass a range of talent, skills, and expertise sufficient to provide sound guidance with respect to our operations and activities. Other than as set forth in the Corporate Governance Guidelines with respect to the Board’s objective in seeking directors with a range of talent, skills and expertise, the Board and the Nominating, Governance and Sustainability Committee do not

have a formal policy with respect to the diversity of directors, but seek to ensure composition of the Board meets or exceeds diversity guidelines issued by regulatory agencies and considers the policies and input of institutional investors.

Under our Corporate Governance Guidelines, directors must inform the Chair of the Board and the Chair of the Nominating, Governance and Sustainability Committee in advance of accepting an invitation to serve on another company’s board of directors. In addition, no director may sit on the board of directors of, or beneficially own a significant financial interest in, any business that is a material competitor of Orthofix. The Nominating, Governance and Sustainability Committee reviews any applicable facts and circumstances relating to any such potential conflict of interest and determines in its reasonable discretion whether a conflict exists.

To recommend a director nominee, a shareholder may send a notice addressed to The Board of Directors, Chair of the Nominating, Governance and Sustainability Committee of Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056. This notice must be received in a timely manner in accordance with the requirements of our Bylaws and must include certain information regarding the candidate, a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above, and the candidate’s signed consent to be named in the proxy statement and to serve as a director if elected. See the section titled, “Information About Shareholder Proposals,” below, for additional information. Once we receive the recommendation, the Nominating, Governance and Sustainability Committee will determine whether to contact the candidate to request that he or she provide us with additional information about the candidate’s independence, qualifications and other information that would assist the Nominating, Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Candidates must respond to our inquiries within the time frame provided in order to be considered for nomination by the Nominating, Governance and Sustainability Committee.

The Nominating, Governance and Sustainability Committee has not received any nominations for director from shareholders for the Annual Meeting.

Since 1980, Orthofix has evolved and grown to become a leading medical device company focused on spine and orthopedics solutions. Our mission is to deliver innovative, quality-driven solutions while partnering with health care professionals to improve patient mobility. In this pursuit, we approach issues surrounding sustainability with a mindset that is focused on providing superior solutions to physicians worldwide to improve patient mobility.

Throughout 2023, we continued to enhance our ESG strategy to align with the broader transformation of our business and prepare ourselves for upcoming global directives and regulations. Our executive leadership team and Board continues to recognize the importance of embedding environmental and social priorities within our business operations and has supported our on-going ESG strategy intended to drive additional progress on initiatives that promote sustainability. The Nominating, Governance, and Sustainability Committee of the Board provides direct oversight of our practices and reporting with respect to sustainability matters, with our senior leadership team and ESG Working Group tasked with driving results in these areas. Our ESG Working Group is responsible for leading our ESG strategy and monitoring our corporate responsibility initiatives. This group includes cross-functional subject matters experts from across the Company. Against this backdrop, we have engaged with our internal and external stakeholders on ESG topics to help further guide our future direction, priorities, and strategy.

In the spring of 2022, we completed our first assessment of ESG priorities, which included examination of a range of key stakeholders, including investors, customers, employees, and ESG rating organizations and by studying industry peers. Our analysis of ESG topics included alignment to the Sustainability Accounting Standards Board (“SASB”). We also drew upon the subject matter expertise of colleagues throughout our organization to collect and organize content. In the summer of 2022, Orthofix released its inaugural ESG Fact Sheet, which detailed our progress against the SASB framework and the five tenets of our ESG strategy, which are: (1) Our People (2) Community Involvement, (3) Environmental Responsibility, (4) Governance, and (5) Safety and Quality. In 2023 we published our first greenhouse gas (“GHG”) emissions and tracking energy usage inventory. Thus, we have continued to expand our program, and in mid-2024, we plan to publish an updated ESG Fact Sheet that will include GHG emission data, energy consumption, and additional metrics.

Orthofix’s website contains information on our environmental and social policies and programs, including the following:

For more information on our ESG program, or to read our ESG Fact Sheet, please visit our corporate website:

The Compensation and Talent Development Committee, comprised entirely of independent, non-management directors, is responsible for establishing and administering the Company’s policies involving the compensation of its executive officers. No member of the Compensation and Talent Development Committee (i) was, during the year ended December 31, 2023, or has previously been, an officer or employee of the Company, or (ii) had any material interest in a transaction with the Company or a business relationship with, or any indebtedness, to the Company. No interlocking relationships existed during the year ended December 31, 2023, between any member of the Board or the Compensation and Talent Development Committee and an executive officer of the Company.

Our policy regarding transactions with related persons, which is set forth in our Corporate Code of Conduct and Audit and Finance Committee charter, is that the Audit and Finance Committee will review and approve or ratify all transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) involving amounts exceeding $120,000 in which the related person has a direct or indirect material interest.

Mr. Valentine, our former Chief Executive Officer, served on the Board of SI-Bone, Inc (SI-Bone). The Company is a party to a joint development agreement with SI-Bone under which SI-Bone makes quarterly royalty payments to the Company based on sales of specific products covered under the agreement. In 2023, the Company received approximately $0.3 million from SI-Bone in royalty payments.

Dr. Essig is currently Chair of the Board of Directors of Integra LifeSciences Holdings Corporation (“Integra”), a position he has held since January 2012, having served on the Integra Board of Directors since December 1997. In February 2024, Dr. Essig became Integra's Executive Chairman in connection with its search for a new President and Chief Executive Officer. He also served as Integra’s Chief Executive Officer from 1997 until 2012. As a result of the Company's merger with SeaSpine, Orthofix is party to a supply agreement between Integra and SeaSpine. Integra is the Company's supplier of microfibrillar collagen for our product currently marketed as Isotis Mozaik. The Company paid Integra $0.5 million in 2023 in connection with this supplier agreement. This transaction was disclosed to and approved by the Audit and Finance Committee in compliance with our Corporate Code of Conduct and Audit and Finance Committee charter.

We focus our compensation program for our named executive officers (“NEOs”) and other executives on financial, strategic, and operational goals established by the Board of Directors and designed to create sustained value for our shareholders. Our guiding compensation principle is to pay for performance. Our executive compensation program is designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking.

Consistent with our pay-for-performance philosophy, a significant portion of our NEOs’ compensation was delivered in equity-based awards for 2023. For the 2023 annual equity-based grant (awarded on the SeaSpine merger close date), fifty percent of the award value was delivered via stock options while the other fifty percent of the award value was delivered via restricted stock units, each with time-based vesting. Due to the timing of our merger with SeaSpine in January 2023, we did not include performance-based awards in our annual equity grants to executives in order to allow the management team the opportunity to thoroughly review and refine the Company’s long-term business strategy and operating plan following the merger before setting long-term performance goals that supported a successful merger. However, we have returned to our normal practice of including performance-based equity awards in our 2024 executive compensation program. Details regarding our 2024 LTI program are provided below under “2024 Compensation Program Changes”.

In addition, a significant portion of our NEOs’ cash compensation was at risk via our annual cash incentive program, which is 100% performance-based. The Compensation and Talent Development Committee (referred to throughout this Compensation Discussion and Analysis section as the “Committee”) has consistently set challenging financial performance goals under the annual cash incentive plan that rewards executives for achieving or exceeding the annual operating plan. The approach for setting the financial performance goals under the annual cash incentive plan was similar in 2023 as compared to prior years. Our annual cash incentive program also includes enterprise objectives relating to ESG metrics, including company-wide goals associated with community service. Actual performance in 2023 fell short of the target performance goals, which resulted in lower than target payouts for all NEOs and other executives, demonstrating the Committee’s commitment to its pay-for-performance philosophy as described further below.

The Committee believes that its overall compensation program for NEOs demonstrates the Committee’s pay-for-performance philosophy.

Notable financial results and operational accomplishments in 2023 include the following:

Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

 Align executive pay with the overall performance of our business and the Company’s common stock

 Set meaningful performance targets for annual and performance-based awards, approved by the Committee

 Include caps on annual cash incentive plan payments and shares earned under performance-based stock awards

 Discourage unnecessary and inappropriate risk taking, and we obtain an annual independent risk assessment analysis of our executive compensation program

 Maintain robust stock ownership guidelines for our executive officers and directors

 Include “double-trigger” change in control vesting provisions in all equity grants to executive officers; we have no “single-trigger” cash or similar payment rights for executives upon a change in control

X Pay dividends or dividend equivalents on unvested stock options, unvested time-based vesting stock awards, or unearned performance-based vesting stock awards

X Have employment agreements with our executive officers (unless required by law)

X Permit hedging or pledging of our securities by employees, including our executive officers, or directors

During 2023 and early 2024, the Company experienced a number of changes in its senior leadership.

Following the merger with SeaSpine that was consummated on January 5, 2023, to assist with transition matters, our former President and Chief Executive Officer, Mr. Serbousek served as Executive Chairman until the date of our 2023 Annual Meeting and our former Chief Financial Officer, Mr. Rice, served as a consultant to the Company through the end of June 2023. Please see “Transition Agreements with Jon C. Serbousek and Douglas C. Rice” and “2023 Potential Payments Upon Termination or Change in Control” below for additional information regarding separation benefits for Mr. Serbousek and Mr. Rice.

Following an investigation conducted by independent outside legal counsel and directed and overseen by the Company's independent directors, the Board terminated the employment of Messrs. Valentine, Bostjancic, and Keran, the Company’s former President and Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer, respectively, each effective September 11, 2023. As a result of the investigation, the Board determined that each of these executives engaged in repeated inappropriate and offensive conduct that violated multiple code of conduct requirements and was inconsistent with the Company’s values and culture. The Company notified each of Messrs. Valentine, Bostjancic and Keran that their respective terminations were being made for “Cause,” as defined in applicable employment-related agreements (including each executive’s respective Change in Control and Severance Agreement, dated June 19, 2023). The Company also notified each of Messrs. Valentine, Bostjancic and Keran that it did not believe it was required to make any further payments to them,

other than payment of salary through September 12, 2023. The Board also requested that Mr. Valentine resign as a director, which he did in October 2023. Each of the former executives has made pending arbitration claims asserting that the respective former executive was wrongfully terminated for “Cause” because the former executive’s conduct did not meet the contractually applicable definition of “Cause,” and seeking severance payments, as well as the value of forfeited equity grants, under applicable change in control and severance agreements and further damages as a result of purported defamatory statements. The Company disagrees with many of the assertions made in the arbitration claims and intends to vigorously defend the asserted claims.

In connection with these transitions, the Board appointed interim officers from its existing executive and Board leadership in September 2023 to serve as Interim Chief Executive Officer, Interim Chief Financial Officer, and Interim Chief Legal Officer while the Company engaged in a thorough process to select the successors for such positions. The Board appointed our non-executive Chair of the Board, Ms. Burzik, to serve as Interim Chief Executive Officer, our Controller, Mr. Gillespie, to serve as Interim Chief Financial Officer, and our Senior Vice President, Chief Ethics and Compliance Officer, Ms. Leekha, as Interim Chief Legal Officer. The Board immediately began a search for permanent appointments to these three executive roles. In November 2023, Ms. Leekha ceased serving as an employee, and Ms. Elting, who had previously served as Chief Legal Officer prior to the merger with SeaSpine, was appointed as Interim Chief Legal Officer, while continuing her permanent role as President, Global Orthopedics.

Mr. Calafiore was appointed as the Company’s President and Chief Executive Officer effective January 8, 2024. Mr. Calafiore will receive an annual base salary of $825,000, a target bonus of 110% of salary, and target long-term incentives of $4,000,000 (delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options). Mr. Calafiore also received sign-on equity incentive awards of $3,500,000 (delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options). Consistent with Orthofix’s long-standing, pay-for-performance philosophy, a significant portion of Mr. Calafiore’s compensation is at risk.

Ms. Andrews was appointed as the Company's Chief Financial Officer effective January 15, 2024. Ms. Andrews will receive an annual base salary of $475,000, a target bonus of 70% of salary, and target long-term incentives of $1,800,000 (delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options).

Mr. Cedrón was appointed as the Company's Chief Legal Officer effective April 15, 2024. Mr. Cedrón will receive an annual base salary of $470,000, a target bonus of 70% of salary, and target long-term incentives of $1,500,000 (delivered via a mix of 50% performance-based restricted stock units, 25% time-based restricted stock units, and 25% performance-based stock options).

The Committee is comprised solely of independent directors. The Committee recommends to the Board for determination by the Board, the President and Chief Executive Officer’s compensation, and discharges the responsibilities of the Board relating to all compensation of the Company’s other Section 16 officers and Executive Leadership Team (“ELT”) (including equity-based compensation for both executive officers and other key employees). The Committee guides itself in large part by our Executive Compensation Guiding Principles. These guiding principles include an executive compensation philosophy for executives that reflects a meaningful “pay-for-performance” philosophy and seeks to align compensation payouts with the goals of growing our business and increasing sustainable shareholder value.

Our Executive Compensation Guiding Principles, which were reviewed and affirmed by the Committee in March 2023, are as follows:

•

The Committee recommends to the Board, for determination by the Board, the President and Chief Executive Officer's compensation, and discharges the responsibilities of the Board relating to all compensation of the Company's other Section 16 officers and members of the ELT.

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Management has responsibility for compensation decisions related to all employees of the Company who are not Section 16 officers or members of the ELT, subject to limits established by the Committee (e.g., long-term incentive awards and change in control agreement participation).

Management is responsible for effectively communicating the design and administration of the compensation program to employees. Consistent with these principles, the Committee’s compensation philosophy is to fairly compensate executive officers with an emphasis on providing incentives that balance our short-term and long-term objectives.

In implementing the “pay-for-performance” compensation philosophy for the Company’s executive officers, the Committee places considerable emphasis on variable elements of pay within the executive compensation program. For 2023, the variable elements of our executive compensation program consisted of the Company’s annual cash incentive plan, which is intended to reward executive officers for achieving specific financial and operational performance goals during the fiscal year, as well as a long-term incentive plan that consisted of stock options which only have value if the value of our stock price appreciates over the life of the option and time-based vesting RSU awards. Due to the timing of our merger with SeaSpine in January 2023, we did not include performance-based awards in our annual equity grants to executives in 2023 in order to allow the management team the opportunity to thoroughly review and refine the Company’s long-term strategy and long-term operating plan following the merger before setting performance goals tied to such plan; however, we have returned to our normal practice of including performance-based equity awards in our 2024 executive compensation program. Details regarding our 2024 LTI program are provided below under “2024 Compensation Program Changes”.

The Committee seeks to provide payouts through the annual cash incentive plan based on actual performance relative to pre-established financial and operational performance goals reflecting strong financial performance by the Company and its business units. These pre-established performance goals also incorporated an enterprise objective relating to ESG metrics, based on company-wide goals associated with community service.

The Committee also seeks to align executives’ interests with shareholders via grants of equity compensation, which encourage executive officers to focus on achieving longer-term goals and sustained increases in

shareholder value, as the value of these awards is directly commensurate with the fluctuations in the value of the Company’s common stock.

In addition to variable compensation programs, executives also receive health and welfare benefits (including our 401(k) plan) that are generally consistent with the level of health and welfare benefits provided to all U.S. based Company employees and those provided by companies in our industry peer group.

The Committee is responsible for establishing and evaluating compensation policies and determining, approving and evaluating executive compensation, including the total compensation packages for our Section 16 officers. The Committee is also responsible for administering the Company’s equity incentive plans and other executive compensation policies and programs. The Committee recommends for approval by the Board the compensation of the Chief Executive Officer and specifically considers and approves the compensation for our other Section 16 officers and members of our ELT. The Chief Executive Officer is prohibited from being present during Committee or Board voting or deliberations with respect to his or her own compensation arrangements. The Committee also is responsible for making recommendations to the Board regarding the compensation of directors. The Committee relies on the Chief Executive Officer to make recommendations on certain aspects of compensation, as discussed below. The Committee acts under a written charter adopted by the Board. The Committee reviews its charter annually and recommends any changes to the Board. The charter is available on our website at www.orthofix.com. Messrs. Bazaar, Hinrichs, Kummeth and Paolucci currently serve as the members of the Committee, with Mr. Paolucci serving as Chair.

Each member of the Committee is an independent, non-employee, non-affiliated, outside director. The Committee has furnished its report below.

At the Committee’s request, from time to time, certain of our senior management present compensation-related initiatives to the Committee. For instance, while the Committee recommends to our Board for approval, or approves, all elements of compensation of our Section 16 officers and members of the ELT, the Committee requests on an annual basis that senior management aid the Committee in fulfilling its duties by facilitating the gathering of information relating to potential financial and/or operational performance targets and actual performance under our annual cash incentive program, as well as for possible equity incentive grants. The Committee then reviews this information in connection with making recommendations to the Board, setting annual incentive targets, making equity compensation grants, ratifying the achievement of financial or operational metrics under the Company's annual cash incentive plan, or in approving that certain performance or market criteria have been achieved for certain equity awards.

Under our Executive Compensation Guiding Principles, management is responsible for compensation decisions related to all employees who are not Section 16 officers or members of the ELT, subject to limits established by the Committee (e.g., long-term incentive awards and change in control agreement participation). In this context, our Chief Executive Officer has general oversight of the compensation process for such employees, and provides input to the Committee in such capacity. Our Chief Executive Officer also provides the Committee with additional input, perspective, and recommendations in connection with the Committee’s salary determinations for our Section 16 officers (other than himself/herself) and members of the ELT. Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Human Resources Officer frequently attend meetings of the Committee in these respective capacities. These individuals are excluded from any Committee or Board deliberations or votes regarding their own compensation.

The Committee has the authority under its charter to retain, at the Company’s expense, independent compensation consultants to assist in evaluating compensation decisions. The Committee also has the authority to terminate those engagements. In accordance with this authority and to aid the Committee in fulfilling its duties, the Committee has engaged Mercer US LLC (“Mercer”) as its independent compensation consultant since September 2017.

In its role as compensation consultant, Mercer, at the Committee’s request, periodically conducts reviews and recommends updates to our executive officer and director compensation programs and long-term incentive practices.

In connection with their engagement, Mercer reported to the Committee regarding its independence based on the six factors outlined in SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Committee considered these factors and concluded that Mercer is independent and that its engagement by the Committee raised no conflicts of interest.

Decisions related to executive compensation program design and pay levels are informed, in part, by the practices and pay levels of comparable peer organizations. The Committee engages Mercer to conduct an annual executive compensation analysis that provides market competitive levels of total compensation. The assessment used in connection with setting 2023 compensation compared the compensation levels of our Section 16 officers with market data to determine whether their compensation levels remained consistent with market practice and our compensation philosophy. In conducting the assessment, Mercer made comparisons to our industry peer group and survey data including companies in the life sciences/medical devices industries.

In conducting the benchmarking for 2023 pay decisions, Mercer utilized a selection of 18 peer companies. The members of the peer group were selected for inclusion principally because of their overall similarity to Orthofix in terms of annual revenue, industry sector/sub-sector, medical technology product lines and international penetration. The peer group for 2023 pay decisions consisted of the following companies in the life sciences/medical devices industries, with whom we compete against for executive talent:

The Company provides its shareholders with the opportunity to cast an annual advisory, non-binding vote on executive compensation (a “say-on-pay proposal”), and subsequently evaluates these results and any feedback received by shareholders. At the 2023 annual meeting of shareholders, the Company’s say-on-pay proposal was supported by approximately 95% of the votes cast at the meeting, which we believe supports the Company’s “pay-for-performance” approach to executive compensation.

The Committee evaluated the results of the vote and believes that the voting results over the course of the last several years (which has included 90% or greater approval votes at each of the Company’s last eight annual meetings of shareholders) affirm shareholders’ overall support of the Company’s approach to executive compensation. The Committee believes that its continued efforts to evolve the Company’s compensation programs towards policies viewed by institutional and other shareholders as aligning executive compensation with the interests of shareholders and good corporate governance are reflected in these recent vote results.

In addition to responding to the input of shareholders, the Committee also has considered many other factors in designing and evaluating the Company’s executive compensation programs, including the alignment of our compensation programs with our corporate business objectives, periodic analysis of our programs by our compensation consultant, and an annual review of data versus a comparator group of peer companies. Each of these factors is evaluated in the context of the Committee members’ fiduciary duty to act as the directors determine to be in shareholders’ best interests. Each of these factors informed the Committee’s decisions regarding named executive officers’ compensation for 2023. The Committee will continue to consider feedback from shareholders, including the outcome of the Company’s say-on-pay votes, when making future compensation decisions for its named executive officers.

Our compensation program for executive officers and other key employees consists of three primary elements:

The Committee reviews annually what portion of the Section 16 officers’ total compensation should be in the form of salary, target annual cash bonus opportunity and long-term equity-based incentive compensation. The Committee believes an appropriate mix of these elements, commensurate with our Executive Compensation Guiding Principles, will assist the Committee in meeting its compensation objectives. In addition, as further described below, we sometimes grant one-time bonuses and stock awards in connection with new hires and promotions, or for retention or special recognition purposes. As part of its decision-making process, the Committee reviews information setting forth all components of the compensation and benefits received by our

named executive officers. This information includes a specific review of dollar amounts for salary, target bonus opportunity, and long-term equity-based incentive compensation.

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation, and long-term equity incentive compensation awards) for Mr. Valentine, our former President and Chief Executive Officer (who served in this role through September 2023) and our other named executive officers for 2023. These charts illustrate that 89% of our former Chief Executive Officer's annual total target direct compensation and 74% of our other named executive officers' annual total target direct compensation was performance-based or variable. In addition, 86% of Mr. Calafiore's (our new President and Chief Executive Officer) 2024 compensation package is performance-based or variable.

The Committee recommends for approval by the Board the annual salary for our Chief Executive Officer and determines the annual salary for our other Section 16 officers and members of our ELT. In making these recommendations and determinations, the Committee considers proxy peer data and/or market survey data for each individual person, with the midpoint of the salary range being the 50th percentile of the market. The Committee positions actual base salary within the salary range based upon an executive’s experience, performance, and contribution to Orthofix’s success. The Committee endeavors to use the full width of the salary range to differentiate pay.

The 2023 annual base salary amounts for our named executive officers were as follows:

(2) Represents Ms. Burzik’s annualized salary during the period between September 2023 and January 2024 in which she served as the Company’s Interim Chief Executive Officer.

(3) Represents Mr. Gillespie’s annualized salary during the period between September 2023 and January 2024 in which he served as the Company’s Interim Chief Financial Officer. Prior to such time, Mr. Gillespie was employed by the Company in a non-executive capacity.

(4) Represents Mr. Valentine’s annualized salary during the period between January 2023 and September 2023 in which he served as the Company’s President and Chief Executive Officer.

(5) Represents Mr. Serbousek’s annualized salary during the period between January 2023 and July 2023 when he served as either President and Chief Executive Officer or Executive Chairman.

(6) Represents Mr. Bostjancic’s annualized salary during the period between January 2023 and September 2023 in which he served as the Company’s Chief Financial Officer.

(7) Represents Mr. Rice’s annualized salary during the period in January 2023 in which he served as Chief Financial Officer.

(8) Represents Ms. Leekha’s annualized salary during the period between September 2023 and November 2023 in which she served as the Company’s Interim Chief Legal Officer. Prior to such time, Ms. Leekha was employed by the Company in a non-executive capacity.

(9) Represents Mr. Keran’s annualized salary during the period between January 2023 and September 2023 in which he served as the Company’s Chief Legal Officer.

The Committee believes that a significant portion of the compensation for each executive officer should be in the form of an annual performance-based cash bonus. These bonuses are provided through our annual cash incentive program, which seeks to align any payout to an executive officer with actual financial performance of the Company relative to certain pre-established financial and operational performance targets.

The Committee is responsible for approving the annual bonus plan design every year. At the outset of each year, the Committee establishes target financial and operational performance goals and a range of performance around the target performance goals for which a bonus would be paid as described below. The plan design, metrics, and threshold, target, and maximum goals support the annual corporate operating plan for the year.

The Committee established and approved performance goals at the outset of 2023, which goals were based on (i) net sales, (ii) adjusted EBITDA, (iii) adjusted free cash flow, (iv) attainment of operating expense synergies

related to the SeaSpine merger, (v) new product introduction targets derived from the Company’s internal budget and financial forecast and (vi) certain enterprise objectives, which included ESG goals associated with community service hours.

The performance goals for individuals serving in the offices of Chief Executive Officer and Chief Financial Officer at any point during the year (whether on a full-time or interim basis), and for Ms. Leekha were based on Company-wide net sales weighted at 40%, Company-wide adjusted EBITDA weighted at 15%, Company-wide adjusted free cash flow weighted at 20%, operating expense synergies weighted at 15%, new product introductions weighted at 5% and the Company enterprise objectives weighted at 5%.

For Mr. Kenny and Ms. Elting, the Company-wide net sales, adjusted EBITDA, adjusted free cash flow, operating expense synergies, new product introductions, and Company enterprise objective metrics were weighted at 20%, 15%, 20%, 15%, 5% and 5%, respectively, while net sales for each of Mr. Kenny and Ms. Elting's business segments was also weighted at 20%.

Adjusted EBITDA consists of EBITDA (defined as GAAP-derived net income from operations plus net interest expense, income tax expense, depreciation and amortization) net of credits or charges that were considered by the Committee at the time bonus targets were set to be outside of the normal ongoing operations of the Company. Adjusted free cash flow is a non-GAAP financial measure, consisting of net cash flows from operating activities, less capital expenditures, and excluding certain activities considered by the Committee at the time bonus targets were set to be outside of the normal ongoing operations of the Company. Operating expense synergies were determined based on net estimated costs savings resulting from either the reduction of headcount or from the elimination of duplicative expenses as a result of the recent merger with SeaSpine.

An executive officer could earn from 0% to 150% of his or her targeted bonus based upon actual performance measured against the range of established performance goals. The Committee determined that no payouts would be made for performance below the 50% achievement threshold on any specific goal.

The Company enterprise objectives for 2023 included employee engagement in community service across at least 30% of the global organization with a minimum of 1,750 hours contributed across the Company.

Performance against the goals was measured and assessed by the Committee in March 2024. Each of the Committee members participated in and approved the assessment of performance against the goals.

The table below outlines the threshold, target, and maximum performance goals relative to actual achievement for the financial performance metrics described above in 2023.

(1) Committee approval of financial performance targets provided that actual results would be adjusted to eliminate the effect of subsequent currency fluctuations. The amounts shown in the table represent actual reported amounts as adjusted to reflect such pre-approved constant currency adjustments.

(2) Adjusted EBITDA amounts shown above are prior to the inclusion of expense associated with the annual incentive plan.

Actual performance in 2023 fell short of the target performance goals, which resulted in lower than target payouts for all NEOs and other executives, as illustrated in the table below, demonstrating the Committee’s commitment to its pay-for-performance philosophy.

In conjunction with his Transition Agreement, Mr. Serbousek received a pro-rated cash bonus for the 2023 calendar year equal to his target bonus amount for the portion of the 2023 calendar year he was employed by Orthofix (see section titled “Transition Agreements with Jon C. Serbousek and Douglas C. Rice”). None of our other former NEOs were eligible for a payout under the annual incentive program and thus are excluded from the tables above and below.

In light of disruption related to the departure of the Company’s former Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer in September 2023, and to recognize the management transition and retention concerns, the Committee used its discretion to approve an adjustment for each of the NEOs eligible for the annual performance-based cash bonus when determining the final approved percentage achievement under the annual incentive program. This adjustment provided for achievement at the “threshold” level for Company-wide

and segment-specific net sales, for segments not already exceeding the threshold. These resulting payouts under the annual incentive program are described in the table below:

(1) Amounts shown in this column are pro-rated for the portion of the year each individual was employed by the Company.

Payouts to the named executive officers under the annual incentive program are reflected in column (g) of the “Summary Compensation Table.”

In accordance with our Executive Compensation Guiding Principles, the creation of sustainable shareholder value by means of equity incentive awards is a very important element of the total compensation provided to executive officers at Orthofix.

Our primary equity compensation plan is the 2012 LTIP, which was originally approved by our shareholders at the Company's 2012 annual meeting, with amendments further increasing the number of shares authorized under the plan being approved by our shareholders, most recently at the Company's 2023 annual meeting. As of the Record Date, 1,612,589 shares remained available for grant pursuant to this plan.

In connection with the merger, the Company assumed awards outstanding under the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan Award Plan (the “SeaSpine 2015 Plan”). The SeaSpine 2015 Plan provides for the grant of options to purchase shares of the Company’s common stock, stock awards (including restricted stock, unrestricted stock, and stock units), stock appreciation rights, performance-based awards and other equity-based awards. All former SeaSpine employees and all new employees of the Company and its subsidiaries and affiliates hired after January 5, 2023 are eligible and may receive awards under the SeaSpine 2015 Plan. As of the Record Date, 1,013,909 shares remained available for grant pursuant to this plan.

As further described under “Proposal 4: Approval of Amendment No. 5 to the Amended and Restated 2012 LTIP,” at the Annual Meeting, the shareholders will be asked to consider, and, if thought fit, approve an amendment to the 2012 LTIP to increase the shares available for awards under the plan by 5,000,000. We request that shareholders support this proposal given that equity is a key component of our pay-for-performance philosophy and equity grants best align and engage our leadership team with shareholder value creation. The additional shares are critical to our ability to continue to grant equity awards to eligible participants, to attract, retain and motivate our most important asset, our valuable employees, and to remain competitive. The Committee recommends to the Board the long-term incentive plan grants for our Chief Executive Officer, and the Board determines such grants after taking into account such recommendation. The Committee determines the long-term incentive plan grants for our other Section 16 officers and members of the ELT.

In addition, the Committee occasionally makes inducement grants (in accordance with applicable Nasdaq rules) to newly hired employees outside of shareholder approved plans, as done in connection with the merger with SeaSpine. These inducement grants have been made on terms that are substantially similar to grants under the 2012 LTIP.

For the 2023 annual equity-based grant (awarded on the SeaSpine merger close date), fifty percent of the award value was delivered via stock options while the other fifty percent of the award value was delivered via restricted stock units, each with time-based vesting. Due to the timing of our merger with SeaSpine in January 2023, we did not include performance-based awards in our annual equity grants to executives in order to allow the management team the opportunity to thoroughly review and refine the Company’s long-term business strategy and operating plan following the merger before setting long-term performance goals that supported a successful merger. However, we have returned to our normal practice of including performance-based equity awards in our 2024 executive compensation program. Details regarding our 2024 LTI program are provided below under “2024 Compensation Program Changes”.

In accordance with our Executive Compensation Guiding Principles, equity incentive awards currently follow the following principles:

• Annual long-term incentive awards are typically delivered in a mix of options, RSUs, and PSUs. In 2023, only options and RSUs were awarded as described in the preceding table. For a detailed explanation of the 2024 equity award mix see “2024 Compensation Program Changes” below.

• Annual long-term incentive awards are made to all Section 16 executive officers.

• Annual long-term incentive award values are targeted at the median of the market based on market data for comparable positions and individual performance.

In 2023, time-based vesting awards were granted in the form of both RSUs and stock options. Under the Company’s operative agreements with executive officers, the unvested portion of any time-based grant is forfeited if the executive voluntarily ceases employment prior to vesting without “good reason.” In the event that the executive is terminated by the Company with “cause”, any remaining unvested portion of the grant is

forfeited. In the event that the executive is terminated by the Company without “cause” or quits employment for “good reason,” a portion of the award accelerate vests (unless such termination of employment occurs within 24 months following “change in control,” in which case the entire award accelerate vests). In the event the executive dies or suffers a long-term disability, the full grant vests. In all of the foregoing circumstances, vested stock options are subject to a limited post-employment exercise period, which ranges from 3 to 36 months depending on the circumstance. In the case of stock options held by employees who remain continuously employed, the options typically expire and are no longer exercisable 10 years from the grant date.

In connection with the merger with SeaSpine, which was consummated in January 2023, the Board determined that the merger would be treated as a “corporate transaction” and a “change in control” under the Company's equity compensation plans and applicable employment-related agreements with executives.

In January 2023, the Committee met and recommended to the Board, and the Board approved, the value-based equity award for the Chief Executive Officer, and the Committee also approved the value-based equity awards for all other Section 16 officers and members of the ELT. These equity incentive awards were granted effective January 5, 2023. The number of shares/units underlying each award (and the exercise price for stock options) were based on the closing price of the Company’s common stock on such effective date.

Generally, the Committee’s approval of annual equity incentive grants occurs at a time when the Company’s insider trading window for executives is open. However, in the event that grants are approved when such window is closed, the Committee does not seek to affect the value of grants by timing them in relation to the release or non-release of material public information.

In addition to the annual equity incentive grants made in January 2023, the Committee also made a one-time grant to Ms. Elting in conjunction with her contributions to the closing of the Merger, to Ms. Burzik and Mr. Gillespie, in conjunction with assuming their interim roles as CEO and CFO, respectively, and Ms. Elting and Ms. Leekha in conjunction with assuming their interim roles as CLO during 2023. Each of these awards was granted in the form of RSUs which vest in full on the second anniversary of the grant date in the case of Mr. Gillespie and Ms. Elting and on April 7, 2024 with respect to Ms. Burzik. Ms. Leekha's awards were forfeited in connection with her resignation in November 2023.

Additionally, a one-time grant of RSUs, performance stock units, and stock options was made to Mr. Kenny.

The Committee believes the Company’s annual and long-term incentive compensation programs should be tied to key metrics and outcomes that are consistent with, and aligned to, the Company’s strategic priorities and increasing shareholder value over the long term. In consultation with its independent compensation consultant and following discussions with Company management, the Committee approved a change to the design of the annual and long-term incentive compensation offered to Company executives in 2024, as described below.

Changes were made to the annual incentive plan in 2024, removing the operating expense synergies metric related to the SeaSpine merger, reducing the weighting on net sales, and re-weighting the remaining metrics to

emphasize profitability and cash flow, while still encouraging both innovation (through new product introductions) and community involvement (through enterprise objectives).

As mentioned previously, because of the timing of our merger with SeaSpine in January 2023, we did not include performance-based awards in our annual equity grants to executives to allow the management team the opportunity to thoroughly review and refine the Company’s long-term business strategy and operating plan following the merger before setting long-term performance goals that supported a successful merger. However, in 2024 we have returned to our normal practice of including performance-based equity awards (75% of the total target long-term incentive grant) by implementing the following changes:

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Reintroduced performance-based restricted stock units (PRSUs), which comprised 50% of 2024 target long-term incentive award value. PRSUs will be earned based on our three-year Relative Total Shareholder Return vs. the S&P Healthcare Equipment Select Industry Index and will vest at the end of the three-year performance period to the extent earned.

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Introduced performance-based stock options for the grants to Mr. Calafiore, Ms. Andrews and Mr. Cedrón, which comprised 25% of their 2024 target long-term incentive award value, and to Mr. Vitale, which comprised 15% of his 2024 target long-term incentive award value. These options can only be exercised following the occurrence of both (a) the date certain service-based conditions over three years have been met and (b) the date that the average closing price of the Company’s common stock over a one-month calendar period has been equal to or greater than 150% of the closing price of the Company’s common stock on the grant date.

In accordance with implementing regulations of the Dodd-Frank Act and associated listing standards, in 2023 the Board adopted an updated incentive compensation recovery policy that provides for the mandatory recovery of incentive-based compensation from current and former executives that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement.

Our executive officers are entitled to or may otherwise be the beneficiaries of certain limited perquisites and other personal benefits, which have a collective value of less than $10,000 per year. However, in addition to other benefits as discussed within the Summary Compensation Table on page 46 certain executives received

relocation benefits in excess of $10,000 during the years presented. Mr. Serbousek received relocation benefits in excess of $10,000 in 2022 and 2021. Among other things, perquisites and benefits provided to our executive officers generally include reimbursement for tax preparation expenses, estate planning expenses, and an annual physical exam. We believe our perquisites to be consistent with the market practices for similarly situated companies. Under our Executive Compensation Guiding Principles, the payment of any perquisite generally requires the approval of the Committee.

Executive officers participate in our health and welfare benefits (including our 401(k) plan) on the same basis as other similarly situated U.S. employees.

As described previously, executive compensation for our Section 16 officers is reviewed and established annually by the Committee, which consists solely of independent directors. The Committee’s compensation decisions are intended to reflect its ongoing commitment to strong compensation governance, which the Committee believes is reflected in the following elements of our executive compensation program:

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Stock Ownership Guidelines Align Our Executive Officers and Directors with Shareholders — We have adopted stock ownership guidelines that apply to all of our executive officers and directors. These guidelines, which were most recently updated in March 2023 provide for the following ownership requirements:

The guidelines also include a 5-year phase-in period from the date of appointment or election, as applicable, and progress towards meeting and maintaining these amounts is measured periodically. Subject to phase-in periods for recent appointments, all executive officers and directors are in compliance with the policy at the present time.

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Independent Report Supports Committee’s Risk Assessment — The Committee annually assesses the relationship between the Company’s compensation policies and practices as to whether such policies and practices encourage imprudent risk taking, and/or would be reasonably likely to have a material

adverse effect on the Company. At the Committee’s request, Mercer annually delivers a compensation-based risk assessment report. This report assesses potential risk that may be present in the design or administration of the Company’s compensation program. The early 2024 report found that the compensation program aligns overall with shareholder interests, rewards performance, and does not promote unnecessary or excessive risk.

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Hedging and Pledging – Under the Company’s Corporate Governance Guidelines, all directors, executives, and employees are prohibited from engaging in hedging transactions involving the Company’s common stock, including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, all such persons are prohibited from holding the Company’s common stock in a margin account or otherwise pledging such shares as collateral for a loan.

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Use of Independently Prepared Competitive Assessments — The practice of the Committee is to engage an independent compensation consultant to prepare an independent executive compensation competitive assessment to measure our program against companies in our industry peer group, as well as and other survey data. The Committee takes these results into consideration (among other factors) in making executive compensation program decisions.

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Compensation Recovery (Clawback) Policy — Awards made under our long-term incentive plan are subject to our compensation recovery, or “clawback” policy, which applies to all of our executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance by Orthofix with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. This policy provides, subject to limited exceptions, for mandatory clawback of excess incentive compensation awarded in the three completed fiscal years preceding the date the Company determines that the Company is required to prepare an accounting restatement. Excess incentive compensation is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure that was in excess of the amount that such covered officer would have received taking into account the restated financial results. The clawback policy has been filed as an exhibit to the 2023 Form 10-K.

The impact of accounting treatment is considered in developing and implementing our compensation programs, including the accounting treatment as it applies to amounts awarded or paid to our executive officers.

The impact of federal tax laws on our compensation programs is also considered, including the deductibility of compensation paid to the named executive officers, as limited by Section 162(m) of the Code. Our compensation program historically had been designed with the intention that compensation paid in various forms may be eligible to qualify for deductibility under Section 162(m) of the Code, but there have been and may be other exceptions for administrative or other reasons. However, the Tax Cuts and Jobs Act of 2017 eliminated the exception under Section 162(m) for performance-based compensation and expanded the number of employees who may be covered by these deductibility limitations, which may have an effect on how we design future compensation programs and may affect the financial statement impact of executive compensation payments.

The Compensation and Talent Development Committee has reviewed and discussed the Compensation Discussion and Analysis with the members of management of the Company and, based on such review and discussions, the Compensation and Talent Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement.

The following table sets forth the compensation earned by or paid to our named executive officers for each of the last three fiscal years during which the officer was a named executive officer.

(1) Reflects titles and positions held during, or for a portion of, the 2023 calendar year.

(2) Amounts shown do not reflect compensation actually received. Instead, the amounts shown are the aggregate grant date fair value of equity awards, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. For Messrs. Serbousek, Gillespie, Rice and Kenny and Ms. Elting, these amounts include the incremental fair value recognized by the Company in January 2023 pursuant to ASC 718 in connection with performance stock unit awards granted in 2020, 2021 and/or 2022. Under the applicable award agreements, in the event of a “change in control” (as defined in the applicable equity plan), (i) performance goals are deemed achieved at the greater of target or the percentage achievement that the awards were on pace to achieve as of the consummation of the change in control, and (ii) the awards become time-based awards that vest upon the (x) executive’s continued service through the end of the original performance period or (y) the executive’s earlier death, disability, termination by Orthofix without cause or termination by the executive for “good reason”. After review and consideration of the circumstances, the Company’s Board determined in October 2022 that the Company’s merger with SeaSpine, upon completion (which occurred in January 2023), would be deemed to constitute a “change in control” for purposes of the award agreements. In making this determination, the Board considered several factors, including, among other things, the general “merger of equals” approach that was negotiated by the parties in the merger agreement, the fact that the merger constitutes a change in control under applicable SeaSpine severance and equity plans, and the retention value of providing similar treatment to Orthofix executives given the uncertainty created for them by the pendency of the merger. The Board also took into account that SeaSpine’s then-current President and Chief Executive Officer would serve as President and Chief Executive Officer of the combined company, and that some additional executive offices would ultimately be held by then-current SeaSpine executives.

(3) Amounts shown reflect cash bonuses paid in 2024, 2023, and 2022 for performance in 2023, 2022, and 2021, respectively, pursuant to our annual incentive program. Our annual incentive program with respect to the 2023 fiscal year, including the Committee’s criteria for

determining the amounts awarded in 2024, are described above under “Compensation Discussion and Analysis – Elements of Executive Compensation – Cash Performance-Based Incentives – Annual Incentive Program.”

(4) Ms. Burzik received a bonus in conjunction with her service as interim Chief Executive Officer with the intent of such bonus compensating her for relocation and other personal-related matters in connection with the initiation of such service.

(5) Ms. Elting received a bonus in conjunction with her contributions to the closing of the Merger.

(6) Mr. Serbousek received a pro-rated cash bonus for the 2023 calendar year equal to his target bonus amount for the portion of the 2023 calendar year he was employed by Orthofix in conjunction with his Transition Agreement (See section titled “Transition Agreements with Jon C. Serbousek and Douglas C. Rice”).

(7) Amount also includes stock awards granted to Ms. Burzik prior to her being appointed as Interim Chief Executive Officer, including $299,999 in stock awards granted in connection with her service as a member of the Board of Directors and $70,632 in stock awards granted in connection with her service as the Chair of the Board.

(8) In connection with the merger with SeaSpine that occurred on January 5, 2023, Mr. Serbousek transitioned from President and Chief Executive Officer to Executive Chairman, until his departure as an employee on July 5, 2023, which departure was for “good reason” under applicable equity award agreements. As a result of the Board’s determination in October 2022 to treat the consummation of the SeaSpine merger as a “change in control” under applicable award agreements, Mr. Serbousek became entitled to acceleration of unvested time-based vesting restricted stock units and stock options. In addition, pursuant to the transition agreement entered into by the Company and Mr. Serbousek on March 3, 2023, Mr. Serbousek received an extension of the post-separation exercise period of outstanding stock options from 24 months to 48 months. The amount shown reflects the incremental fair value recognized by the Company in connection with these accelerated restricted stock units and stock options, and stock option exercise period extensions, respectively.

(9) In connection with the merger with SeaSpine that occurred on January 5, 2023, Mr. Rice transitioned from Chief Financial Officer to a non-officer role where he provided assistance with integration activities in connection the merger, until his departure as an employee on June 30, 2023, which departure was a termination by the Company without “cause” under applicable equity award agreements. As a result of the Board’s determination in October 2022 to treat the consummation of the SeaSpine merger as a “change in control” under applicable award agreements, Mr. Rice became entitled to acceleration of unvested time-based vesting restricted stock units and stock options. In addition, pursuant to the transition agreement entered into by the Company and Mr. Rice on March 3, 2023, Mr. Rice received an extension of the post-separation exercise period of outstanding stock options from 24 months to 48 months. The amount shown reflects the incremental fair value recognized by the Company in connection with these accelerated restricted stock units and stock options, and stock option exercise period extensions, respectively.

(10) Includes $139,538 in fees earned in connection with her service as a member of the Board of Directors prior to her being appointed as Interim Chief Executive Officer, $2,856 for 401(k) matching and $2,772 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(11) Includes $968 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance and $43,333 in stipend paid in connection with Mr. Gillespie's service as Interim Chief Financial Officer.

(12)Includes $11,400 for 401(k) matching, $8,980 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance and $12,100 in stipend paid in connection with Ms. Elting's service as Interim Chief Legal Officer.

(13) Includes $8,398 for 401(k) matching, and $6,917 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(14) Includes $3,493 for 401(k) matching and $8,770 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(15) Includes $11,400 for 401(k) matching, $4,395 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance, $3,305,000 in severance payments and $12,107 in COBRA payments made pursuant to the terms of Ms. Serbousek's Change in Control and Severance Agreement, dated November 1, 2019.

(16) Includes $4,125 for 401(k) matching, and $8,230 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(17) Includes $383,316 in consulting fees under the Transition Agreement with Mr. Rice as discussed below, $11,400 for 401(k) matching, $5,000 reimbursement for executive physical, and $6,529 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

(18) Includes $4,406 for 401(k) matching, $285 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance and $10,167 in stipend paid in connection with Ms. Leekha's service as Interim Chief Financial Officer.

(19) Includes $4,125 for 401(k) matching, and $8,068 for insurance premiums paid by, or on behalf of, the Company with respect to group term and life insurance and individual disability insurance.

The following table provides information regarding plan-based awards that were granted to our named executive officers during the fiscal year ended December 31, 2023.


		Preliminary Proxy Statement

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

		Definitive Proxy Statement

		Definitive Additional Materials

		Soliciting Material Pursuant to §240.14a-12


		No fee required.

		Fee paid previously with preliminary materials
		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11


About Voting		1

Security Ownership of Certain Beneficial Owners and Management and Related Shareholders	5

Delinquent Section 16(a) Reports	8

Information About Our Executive Officers	9

Information about Directors	11

Certain Relationships and Related Transactions	26

Compensation Discussion and Analysis	27

Report of the Compensation and Talent Development Committee	45

Summary Compensation Table	46

Grants of Plan-Based Awards	49

Outstanding Equity Awards at Fiscal Year-End	53

Option Exercises and Stock Vested	55

Potential Payments upon Termination or Change in Control	55

Pay Ratio Disclosure	60

Pay Versus Performance	61

Director Compensation	67

Equity Compensation Plan Information	70

Proposal 1: Election of Directors	71

Proposal 2: Advisory and Non-Binding Resolution to Approve Executive Compensation	82

Proposal 3: Ratification of the Appointment of EY as Independent Registered Public Accounting Firm for 2024	84

Report of the Audit and Finance Committee	86

Proposal 4: Approval of Amendment No. 5 to the Amended and Restated 2012 Long Term Incentive Plan	88

Proposal 5: Approval of Amendment No. 4 to the Second Amended and Restated Stock Purchase Plan	100

Information About Shareholder Proposals	104

Multiple Shareholders Sharing One Address	105

Appendix A – Amended and Restated 2012 Long-Term Incentive Plan, as Amended, and Proposed Amendment No. 5 Thereto	A-1


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Rubric Capital Management LP 155 East 44th Street, Suite 1630 New York, NY 10017		3,665,000	(1)	9.8%
Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022		3,600,000	(2)	9.6%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		3,317,319	(3)	8.8%
Engine Capital Management, L.P. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105		3,138,802	(4)	8.4%
Morgan Stanley 1585 Broadway New York, NY 10036		2,057,081	(5)	5.5%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		1,999,666	(6)	5.3%


	Conflict Minerals Report: We maintain a Conflict Minerals Report to ensure high standards of corporate responsibility, and we take seriously the ending of the violence and human rights violations currently taking place in the Democratic Republic of the Congo and surrounding countries.
	Environmental, Health and Safety: We maintain an environmental, health and safety policy, communicated within our Corporate Code of Conduct, that seeks to promote the operation of our business in a manner that is environmentally responsible and protective of the health and safety of both our employees and the public. As a result of these policies, the Company reported an OSHA Incident Rate of 0.997%, which is lower than the industry average reported by the Occupational Safety and Health Administration.
	Codes of Conduct: We maintain corporate codes of conduct that are applicable to all our directors, officers, and employees. The codes of conduct set forth our policies and expectations on several topics, including conflicts of interest, compliance with laws, human rights, use of our assets, business conduct and fair dealing. All employees and directors participate in annual training on our corporate codes of conduct and related Company policies.
	Supplier Quality Manual: We maintain a Supplier Quality Manual that communicates our expectations to all new and existing suppliers to ensure the delivery of high-quality products to our customers. The Supplier Quality Manual sets forth our policies and expectations of suppliers on several topics, including ethics, compliance with laws and regulations, human rights, labor and employment, health and safety, environmental responsibility, business conduct and fair dealing.
	Sustainability: We maintain comprehensive policies that guide our approach to environmental and social risk management within our Corporate Code of Conduct. Areas of focus include our corporate compliance with responsible hazardous waste protocols, recycling, emergency preparedness, and programs to enhance and promote environmental stewardship.


Sincerely,

Catherine M. Burzik
Chair of the Board

April 29, 2024


1	Election of Directors. Shareholders will be asked to elect the following nine persons to the Board: Alan L. Bazaar, Wayne Burris, Massimo Calafiore, Michael M. Finegan, Jason M. Hannon, John B. Henneman, III, Charles R. Kummeth, Shweta Singh Maniar, and Michael E. Paolucci. The Board unanimously recommends that shareholders vote “FOR” each of the foregoing director nominees.
2	Advisory and Non-Binding Resolution to Approve Executive Compensation. Shareholders will be asked to approve an advisory and non-binding resolution on the compensation of the Company’s named executive officers, as described in the “Compensation Discussion and Analysis” and the related compensation tables beginning on page 27 of this proxy statement. The Board unanimously recommends that shareholders vote “FOR” this proposal.
3	Ratification of the Appointment of EY as Independent Registered Public Accounting Firm for 2024. Shareholders will be asked to approve a resolution to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for Orthofix and its subsidiaries for the fiscal year ending December 31, 2024. The Board unanimously recommends that shareholders vote “FOR” this proposal.


4	Approval of Amendment No. 5 to the Amended and Restated 2012 LTIP. Shareholders will be asked to approve Amendment No. 5 to the Company’s Amended and Restated 2012 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder. The Board unanimously recommends that shareholders vote “FOR” this proposal.
5	Approval of Amendment No. 4 to the Second Amended and Restated Stock Purchase Plan. Shareholders will be asked to approve Amendment No. 4 to the Company’s Second Amended and Restated Stock Purchase Plan to increase the number of shares available for issuance thereunder. The Board unanimously recommends that shareholders vote “FOR” this proposal.
6	Miscellaneous. Shareholders will be asked to transact such other business as may come before the Annual Meeting or any adjournment or postponement thereof.


Name	Age	Director Since	Independent	Audit & Finance Committee	Compensation and Talent Development Committee	Compliance & Ethics Committee	Nominating, Governance & Sustainability Committee
Alan L. Bazaar	54	2023			
Wayne Burris	69	2021(2)					
Massimo Calafiore	52	2024
Michael M. Finegan	60	2023				
Jason M. Hannon	52	2020				
John B. Henneman, III	62	2023(3)					
Charles R. Kummeth	63	2023					
Shweta Singh Maniar	40	2023(4)				
Michael E. Paolucci	64	2016					


Appendix B – Second Amended and Restated Stock Purchase Plan, as Amended, and Proposed Amendment No. 4 Thereto	B-1


Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership			Percent of Class
Catherine M. Burzik		128,823	(2)	*
Alan L. Bazaar		8,936	(3)	*
Wayne Burris		10,163	(4)	*
Stuart M. Essig, Ph.D.		261,087	(5)	*
Michael M. Finegan		8,350	(6)	*
Jason M. Hannon		57,913	(7)	*
John B. Henneman, III		80,540	(8)	*
James F. Hinrichs		117,260	(9)	*
Charles R. Kummeth		23,350	(10)	*
Shweta Singh Maniar		20,080	(11)	*
Michael E. Paolucci		80,614	(12)	*
Massimo Calafiore		1,000	(13)	*
Geoffrey C. Gillespie		6,580	(14)	*
Kimberley A. Elting		199,144	(15)	*
Keith C. Valentine		160,607	(16)	*
Jon C. Serbousek		514,778	(17)	1.4%
John Bostjancic		47,286	(18)	*
Douglas C. Rice		184,837	(19)	*
Patrick L. Keran		33,122	(20)	*
Kevin J. Kenny		292,122	(21)	*
All current directors and executive officers as a group (17 persons)		1,003,840		2.6%


Name	Age	Position
Massimo Calafiore	52	President and Chief Executive Officer and Director
Julie Andrews	53	Chief Financial Officer
J. Andrés Cedrón	43	Chief Legal Officer
Kimberley A. Elting	59	President, Global Orthopedics
Lucas Vitale	48	Chief People and Business Operations Officer


	Fostering Diverse and Inclusive Teams”. We are continuing to ensure that all hiring managers, leaders, and interviewers complete this training. This belief extended to our Board, with a female Board Chair from 2021 to 2024, and multiple females on our executive leadership team. In 2023, we attended 10 diversity-focused career fairs. In 2023, we successfully completed our third annual summer internship program with 79% of participating interns meeting diversity criteria. Additionally, in 2023 we matched interns hired from our 2022 program to employee mentors, continued our Leadership Excellence and Acceleration Program (“LEAP”) with our second cohort that included 45% minority participation which exceeded our target of 25%. Diverse hires across all levels were at 45% for 2023 up slightly from 44% in 2022. We continue to transform and modernize our culture and talent management through our implementation of human capital management reporting and practices to enable leaders to better hire talent and manage teams. These practices include standards for setting goals, performance evaluations, succession planning, and learning and development. We provide a comprehensive and competitive benefits package that supports the physical and mental well-being of our workforce, including a focus on financial wellness. Common benefits offered to our associates include medical, dental, vision, life and disability coverage, an employee assistance program, parental leave, a stock purchase plan, and flexible paid time off. We also provide competitive retirement benefits, including a 401(k)-match program.

	Community Involvement: We support a variety of charitable organizations through donations, fundraising efforts, educational partnerships with colleges and universities, and local community development. Over the years, we have raised funds and awareness for veteran support groups, food and homebuilding organizations, and health-related institutions. In 2023, we renewed our corporate objective to our annual incentive program to encourage community volunteerism. Under this program, our employees achieved 2,777 service hours in 2022, to community outreach programs, which exceeded our communicated goal and was an increase from 1,988 hours in 2022. We proudly supported the Hawaii relief effort with funds raised by employees and matched by Orthofix, donated supplies and put together care packages for children hospitalized with cancer, assisted with clean-up and sorting supplies for the Oceanside Rescue Mission Homeless Shelter, sponsored an employee led


	team who trekked the Sahara Desert to raise funds for MEDSERVE (an emergency medical response organization), supported Toys for Tots (US) and Toy Bank (Italy) programs, organized multiple employee led teams that participated in the annual Dallas Marathon benefiting Texas Scottish Rite Hospital for Children, held blood drives in Sunnyvale and Lewisville, built activity bags for SickKids Hospital in Toronto, supported multiple local food pantries, and other charitable initiatives in the communities we live and work in around the world. Orthofix also partners with Donate Life America, a U.S.-based nonprofit organization that promotes the importance of organ, eye, and tissue donation.

	Environmental Responsibility: We are committed to transitioning to lower carbon operations. We have begun an effort to decrease our carbon footprint for the manufacturing and supply of our surgical instruments via single-use sterile packed instruments and procedural kits. These single-use sterile packed instruments eliminate high carbon cost of repeated shipping and sterilization, reduce our carbon footprint and improve the surgery ecosystem with value-based care and sustainable technology solutions. In February 2021, we launched a free recycling program for our patients using Bone Growth Stimulators in order to reduce the number of devices that end up in landfills after use, the first program of its kind for bone growth therapy devices. To date, we have sent shipping labels to over 20,000 patients to facilitate recycling of these devices. We also embed the principles of advancing a circular economy into our ESG practices globally through our in-office recycling program, including recycle/reuse and a commitment to eliminate Styrofoam. Our facilities have energy efficient HVAC systems, 100 percent sustainable energy in certain locations, and our California offices also include electric vehicle charging stations to promote environmentally friendly behaviors among employees. Further, we expect our suppliers to support our efforts in improving the environment and animal welfare. Our published ESG Report also highlights the key initiatives we have underway and provides baseline data for important environmental measures. In 2023 we published our first GHG (Greenhouse Gases) inventory which included CO2 emission data as well as water usage and waste generation.


	Governance: It is our fundamental policy to conduct business in accordance with the highest ethical and legal standards. We have a comprehensive compliance and ethics program to promote lawful and ethical business practices throughout our domestic and international businesses and offer compliance training to all of our employees. Similarly, we require that our suppliers adopt sound human rights practices designed to treat workers fairly and with dignity and respect. We responsibly manage and influence the impacts of our distributors through our robust compliance and governance training. We implement robust risk management programs to ensure compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers and business partners, and our industry. Our IT team uses a combination of industry-leading tools and innovative technologies to help protect our stakeholder’s data. We are constantly updating, evaluating, and testing our Cybersecurity programs to ensure protection of our data. Our people are responsible for complying with our data security standards and complete mandatory annual training to understand the behaviors and technical requirements necessary to keep data secure.

	Safety and Quality: The safety of patients and the efficacy of our products is of utmost importance. Our commitment and focus on product safety and efficacy is evidenced with investments across the organization in quality systems and medical device regulation compliance. This topic is also the foundation of our Quality Driven policy, which is to improve patients’ lives through high-quality products, procedures, and services. We are committed to executing an effective quality management system that meets or exceeds global requirements. As a result of our merger with SeaSpine, we have acquired the 7D product line. Our 7D FLASH Navigation System was designed to focus on patient safety and reduce radiation exposure for patients and surgical staff. The system and uses visible light to create a three-dimensional image for surgical navigation in seconds, enabling faster and more efficient spinal procedures. The 7D FLASH Navigation System eliminates many of the long-standing frustrations of legacy surgical navigation platforms by using an image-guidance system that utilizes novel and proprietary camera-based technology, coupled with machine-vision algorithms. The speed, accuracy and efficiency of machine-vision technology is intended to provide significant economic value and lower radiation exposure for staff and patients during MIS procedures.


	Weighting									Performance Goals/Actual Results (in millions)
	Other			Mr.			Ms.			Threshold			Target			Maximum
2023 Financial and Operational Metrics(1)	NEOs			Kenny			Elting			50%			100%			150%			Actual(2)
Company-wide Net Sales		40.0	%		20.0	%		20.0	%	$	750.0		$	762.0		$	776.0		$	743.8
Company-wide Adjusted EBITDA(2)		15.0	%		15.0	%		15.0	%	$	61.3		$	66.1		$	71.7		$	61.0
Company-wide Adjusted Free Cash Flow		20.0	%		20.0	%		20.0	%	$	(61.6	)	$	(56.4	)	$	(51.0	)	$	(49.3	)
OPEX Synergy Achievement		15.0	%		15.0	%		15.0	%	$	17.5		$	20.0		$	20.5		$	22.9
Global Spine Net Sales	N/A				20.0	%	N/A			$	628.6		$	638.8		$	649.1		$	618.1
Global Orthopedics Net Sales	N/A			N/A				20.0	%	$	110.7		$	111.7		$	116.0		$	112.6
New Product Introductions		5.0	%		5.0	%		5.0	%		24			30			36			30
Enterprise Objectives		5.0	%		5.0	%		5.0	%				Minimum of 1,750 community service hours						Met
Total		100.0	%		100.0	%		100.0	%


Name	Company-wide Net Sales Percent Achievement	Company-wide Adjusted EBITDA Percent Achievement	Company-wide Adjusted Free Cash Flow Percent Achievement	OPEX Synergy	Business Segment Net Sales Percent Achievement	New Product Introductions	Enterprise Objectives	Weighted Percent Achievement
Catherine Burzik	0.0%	0.0%	150.0%	150.0%	N/A	100.0%	100.0%	62.5%
Geoffrey C. Gillespie	0.0%	0.0%	150.0%	150.0%	N/A	100.0%	100.0%	62.5%
Kimberley A. Elting	0.0%	0.0%	150.0%	150.0%	110.4%	100.0%	100.0%	84.6%
Kevin J. Kenny	0.0%	0.0%	150.0%	150.0%	0.0%	100.0%	100.0%	62.5%


Name	2023 Base Salary Amount(1)		Target Bonus Percentage of Salary	Weighted Percent Achievement	Revenue Adjustment	Final Achievement Percentage	Total Annual Incentive Plan Bonus
Catherine Burzik	$	234,807	110%	62.5%	20.0%	82.5%	$	227,683
Geoffrey C. Gillespie	$	263,608	70%	62.5%	20.0%	82.5%	$	94,570
Kimberley A. Elting	$	494,626	80%	84.6%	10.0%	94.6%	$	374,616
Kevin J. Kenny	$	494,401	70%	62.5%	20.0%	82.5%	$	285,739


Engagement with Shareholders
We routinely engage with our shareholders to better understand their views, carefully considering the feedback we receive and acting when appropriate. We also review the results of the annual advisory vote on executive compensation in making determinations about the structure of our executive compensation program and whether changes to the program should be considered.


Executive		Position
Active officers as of December 31, 2023:
Catherine M. Burzik		Interim Chief Executive Officer (September 2023 to January 2024)
Geoffrey C. Gillespie		VP and Corporate Controller; and Interim Chief Financial Officer (September 2023 to January 2024)
Kimberley A. Elting		President, Global Orthopedics (April 2022-present); Interim Chief Legal Officer (November 2023 through April 2024); and Chief Legal & Development Officer (ended January 2023)
Kevin J. Kenny		President, Global Spine (ended January 2024)

Former officers:
Keith C. Valentine		President and Chief Executive Officer (January 2023 to September 2023)
Jon C. Serbousek		President and Chief Executive Officer (ended January 2023); Executive Chairman (January 2023 to July 2023)
John Bostjancic		Chief Financial Officer (January 2023 to September 2023)
Douglas C. Rice		Chief Financial Officer (ended January 2023); Company consultant (January 2023 to June 2023)
Puja Leekha		Senior Vice President, Chief Ethics and Compliance Officer (August 2023 to November 2023); Interim Chief Legal Officer (September 2023 to November 2023)
Patrick L. Keran		Chief Legal Officer (January 2023 to September 2023)


Accuray Inc.	Globus Medical Inc.(2)

Alphatec Holdings Inc.	Haemonetics Corporation

AngioDynamics, Inc.	Integer Holdings Corporation

Artivion Inc. (1)	Integra LifeSciences Holdings Corporation

AtriCure, Inc.	LivaNova PLC

Avanos Medical, Inc.	Merit Medical Systems, Inc.

Bioventus Inc.	Nevro Corp.

CONMED Corporation	NuVasive, Inc.(2)

Cardiovascular Systems Inc.(3)	ZimVie Inc.


Name	Title (1)	2023 Annual Base Salary
Active Officers as of December 31, 2023:
Catherine Burzik(2)	Former Interim Chief Executive Officer	$	825,000
Geoffrey C. Gillespie(3)	Corporate Controller and Former Interim Chief Financial Officer	$	290,000
Kimberley A. Elting	President, Global Orthopedics & Interim Chief Legal Officer	$	495,000
Kevin J. Kenny	President, Global Spine	$	495,000

Former Officers:
Keith C. Valentine(4)	Former President and Chief Executive Officer	$	825,000
Jon C. Serbousek(5)	Former President and Chief Executive Officer	$	800,000
John Bostjancic(6)	Former Chief Financial Officer	$	500,000
Douglas C. Rice(7)	Former Chief Financial Officer	$	475,549
Puja Leekha(8)	Former SVP, Chief Ethics & Compliance Officer & Interim Chief Legal Officer	$	400,000
Patrick L. Keran(9)	Former Chief Legal Officer	$	480,000


	RSUs	Options
Value Weighting	50%	50%

Performance Conditions	Service through vesting	Stock price appreciation Service through vesting

Term/Length	N/A	Ten years

Vesting	Vest in three equal installments on the first, second, and third anniversaries of the grant date	Vests one-third on the anniversary of the grant date and the remainder in eight substantially equal quarterly installments thereafter

Payout	Participant acquires unrestricted shares of common stock upon vesting	Upon exercise, participant acquires shares of common stock at the previously defined exercise price


Financial and Operational Metrics	2023 AIP Plan		2024 AIP Plan
Financial and Operational Metrics	Corporate NEOs	Ms. Elting	Corporate NEOs	Ms. Elting
Company-wide Net Sales	40.0%	20.0%	30.0%	15.0%
Company-wide Adjusted EBITDA	15.0%	15.0%	30.0%	30.0%
Company-wide Adjusted Free Cash Flow	20.0%	20.0%	25.0%	25.0%
OPEX Synergy Achievement	15.0%	15.0%	-----Eliminated-----
Global Orthopedics Net Sales	N/A	20.0%	N/A	15.0%
New Product Introductions	5.0%	5.0%	10.0%	10.0%
Enterprise Objectives	5.0%	5.0%	5.0%	5.0%
Total	100.0%	100.0%	100.0%	100.0%


	Chief Executive Officer	Other Executive Officers	Non-Employee Directors
Ownership requirement compared to base salary / annual cash retainer	3x	1x	3x

Equity that Qualifies as Ownership:
Common stock held	Yes	Yes	Yes
Unvested time-based vesting restricted stock units	Yes	Yes	Yes
Vested but unsettled time-based vesting restricted stock units(1)	Yes	Yes	Yes
Unvested performance stock units	No	No	No
Unvested stock options	No	No	No
Vested and/or exercisable stock options, including in-the-money options	No	No	No
Outstanding contributions to the stock purchase plan	Yes	Yes	Yes


Name and Principal Position(1)	Year	Salary ($)		Bonus ($)			Stock Awards ($)(2)			Option Awards ($)(2)			Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)			Total ($)
Active Officers as of December 31, 2023:
Catherine Burzik - Former Interim	2023		234,807		137,601	(4)		1,870,633	(7)		-			227,683		145,166	(10)		2,615,890
Chief Executive Officer
Geoffrey C. Gillespie - Corporate Controller	2023		263,608		-			387,294			97,273			94,570		44,301	(11)		887,046
and Former Interim Chief Financial Officer
Kimberley A. Elting - President, Global	2023		494,626		250,000	(5)		1,666,812			734,128			374,616		32,480	(12)		3,552,657
Orthopedics and Interim Chief	2022		475,549		-			2,200,005			-			270,738		20,380			2,966,672
Legal Officer	2021		461,250		-			1,118,464			-			300,274		19,625			1,899,613
Kevin J. Kenny - Former President,	2023		494,401		100,000			1,020,664			790,527			285,739		15,316	(11)		2,706,647
Global Spine	2022		475,551		-			1,725,009			-			118,507		13,581			2,332,648
	2021		461,250		-			1,118,464			-			298,338		19,368			1,897,420
Former Officers:
Keith C. Valentine - Former President	2023		598,731		-			2,936,764			2,936,510			-		12,263	(14)		6,484,267
and Chief Executive Officer
Jon C. Serbousek - President	2023		424,616		428,055	(6)		10,605,610	(8)		836,940	(8)		-		3,332,902	(15)		15,628,123
and Chief Executive Officer	2022		800,000		-			4,999,987			-			446,040		70,024			6,316,051
	2021		775,000		-			3,728,276			-			720,750		116,839			5,340,865
John Bostjancic - Former	2023		367,231		-			734,175			734,128			-		12,355	(16)		1,847,889
Chief Financial Officer
Douglas C. Rice - Former	2023		9,145		-			3,311,885	(9)		236,670	(9)		-		408,245	(17)		3,965,945
Chief Financial Officer	2022		475,549		-			1,824,988			-			176,762		14,086			2,491,385
	2021		461,250		-			1,225,015			-			300,274		20,961			2,007,500
Puja Leekha - Former Interim	2023		121,539		-			699,993			300,000			-		14,858	(18)		1,136,390
Chief Legal Officer
Patrick L. Keran - Former	2023		352,462		-			734,175			734,128			-		12,193	(19)		1,832,958
Chief Legal Officer