UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Treace Medical Concepts, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

2024 Key Accomplishments - Introducing Solutions for All 4 Bunion Classes

At Treace Medical, our goal is to advance the standard of care for the surgical management of bunion and related midfoot deformities. Millions of people suffer from bunions, which can have a significant impact on mobility and quality of life.

In 2024, we executed on our agenda to comprehensively address the evolving needs of surgeons and patients with an expanding portfolio of innovative bunion solutions. Since our inception, we have worked closely with surgeons to understand and serve the large, unmet needs in the bunion market. In 2018, our Surgeon Advisory Board published a peer-reviewed paper describing four different classes of bunion deformities; these include (1) milder bunion deformities, (2) deformities that are more severe in nature, (3) bunions with a co-existing deformity of the midfoot, and (4) bunions with a co-existing arthritic great toe joint.

To address bunions across a broad spectrum of bunion classes, our patented Lapiplasty® System leads the way in both market position and innovation with over 120,000 patients treated since late 2015. To address bunions with a co-existing deformity of the midfoot, we introduced our Adductoplasty® System in 2021. To address mild or moderate bunions, which surgeons may prefer to address with a metatarsal osteotomy, we introduced two systems for osteotomy surgeries in late 2024: (1) the Nanoplasty™ 3D Minimally Invasive Bunion Correction System, and (2) the Percuplasty™ Percutaneous 3D Bunion Correction System. To address bunions with a co-existing arthritic great toe joint, in late 2024, we introduced our SpeedMTP™ System which combines our SpeedPlate™ compressive fixation technology with additive locking screws to provide surgeons with a new option for great toe fusions. We look forward to sharing more product and business developments with our stockholders during 2025.

Culture of Integrity and Focus on Sound Governance

At Treace Medical, we believe a strong culture of integrity and compliance is critically important to building a world-class business. Our board of directors recognize that a key element of this culture is sound corporate governance. More information about our corporate governance practices is included in our proxy statement.

As the Annual Meeting approaches, I wanted to take a moment to thank James T. Treace who will be retiring from our board of directors at the Annual Meeting. Jim has served as chairman of the board of directors since Treace Medical's inception in 2014. His unwavering service and insightful advice has been a meaningful part of the company's operational success.

On behalf of the board of directors, the officers and employees of Treace Medical, I would like to thank our stockholders for their continued support. We look forward to seeing you at the Annual Meeting.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY given that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Treace Medical Concepts, Inc., a Delaware corporation (the "Company"), will be held by means of a virtual webcast at 11:00 a.m., Eastern Time, on Tuesday, May 20, 2025 for the following purposes:

These proposals are more fully described in the proxy statement following this Notice.

The board of directors of the Company recommends that you vote "FOR" the election of both nominees to serve as Class I directors of the Company, "FOR" the advisory approval of the compensation of our named executive officers, and "FOR" the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025.

The board of directors has fixed the close of business on March 24, 2025, as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE "QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING" SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors,

Scot M. Elder

Chief Legal and Compliance Officer, Corporate Secretary

April 7, 2025

YOUR VOTE IS IMPORTANT.

Please vote via the mail, internet or telephone.

Internet: www.proxyvote.com

Phone: 1-800-690-6903

TABLE OF CONTENTS

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 20, 2025

ABOUT THE MEETING

We have sent you this proxy statement and the enclosed proxy card because our board of directors (the "Board") is soliciting your proxy for the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Treace Medical Concepts, Inc., a Delaware corporation (the "Company", "TMCI", "we", "us" or "our") and at any adjournment or postponement of the meeting for the purposes described in this proxy statement and the accompanying Notice of 2025 Annual Meeting of Stockholders.

The Annual Meeting will occur on May 20, 2025 at 11:00 a.m., Eastern Time, in a virtual meeting via live webcast on the internet. If you held shares of our common stock as of the close of business on the record date, March 24, 2025 (the "Record Date"), you are invited to attend the meeting at www.virtualshareholdermeeting.com/TMCI2025 and vote on the proposals described in this proxy statement. There will be no physical meeting location.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of common stock held in their names, and we may reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

On or about April 7, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the "Internet Notice") to our stockholders. The Internet Notice provides instructions on how to access the proxy materials over the internet, including our proxy statement, Notice of 2025 Annual Meeting of Stockholders, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report"). The Internet Notice will also describe how to vote by mail, telephone or online and, if desired, how to receive a printed set of proxy materials. If you requested your materials via email, the email contains voting instructions and links to the materials on the internet. In addition, we have provided brokers, dealers, banks, voting trustees, and their nominees, at our expense, with additional copies of our proxy materials and the 2024 Annual Report so that they can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. You may obtain, free of charge, a copy of the 2024 Annual Report (excluding exhibits and documents incorporated by reference) by writing to Treace Medical Concepts, Inc., 100 Palmetto Park Place, Ponte Vedra, FL 32081 Attention: Corporate Secretary or by emailing us at legal@treace.net. Copies of exhibits will be provided upon request. The 2024 Annual Report is also available in the "Financials & Filings" section of our website at https://investors.treace.com.

Questions and Answers about these Proxy Materials and Voting

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials?

Under rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Internet Notice. The Internet Notice will instruct you as to how you may access and review the proxy materials on the internet and, if desired, how to request a printed set of proxy materials. In addition, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to conserve natural resources and reduce our costs of printing and delivering proxy materials, while providing a convenient method for stockholders to access the materials and vote.

To request that a full set of the proxy materials be sent to your specified postal address, you may use any of these three methods: (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. Please have your proxy card in hand when you access the website or call and follow the instructions provided. Please submit such request by May 6, 2025.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notice to ensure that all your shares are voted.

What is the date, time and place of the Annual Meeting?

The Annual Meeting will be held on Tuesday, May 20, 2025, beginning at 11:00 a.m., Eastern Time. We are pleased to announce that this year’s Annual Meeting will be a virtual meeting via live webcast on the internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TMCI2025 and entering the 16-digit control number included in the Internet Notice, on your proxy card or in the instructions that accompanied your proxy materials. There will be no physical meeting location.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

For Proposal No. 1, you may vote "For All" the director nominees to the Board, "Withhold All" your votes for the director nominees to the Board, or vote “For All Except” the director nominees written on the line indicated on the proxy card.

For Proposal No. 2, you may vote "For" the proposal, "Against" the proposal or “Abstain” from voting on the proposal.

For Proposal No. 3, you may vote "For" the ratification, "Against" the ratification, or “Abstain” from voting on the ratification.

What if another matter is properly brought before the Annual Meeting?

If any other matters are properly brought before the Annual Meeting and you have properly submitted a proxy, the persons named in the accompanying proxy as proxy holders, Mark L. Hair and Scot M. Elder, will have the discretion to vote all proxies on such matters for you. As of the date of this proxy statement, the Board does not know of any other properly submitted business to be presented for consideration at the Annual Meeting. If any of our nominees for director are

unavailable, or are unable to serve or for good cause will not serve, the persons named as proxy holders will vote your proxy for such other candidate or candidates, if any, as may be nominated by the Board.

What are the Board's recommendations?

Our Board recommends that you vote

"FOR" the election of Lawrence W. Hamilton and Deepti Jain as Class I directors (Proposal No. 1);

"FOR" the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Proposal No. 2); and

"FOR" the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 3).

Who is entitled to vote at the meeting?

Only our stockholders of record at the close of business on March 24, 2025, the Record Date for the Annual Meeting, are entitled to receive notice of, and to participate in and vote at, the Annual Meeting. As of the Record Date, there were 62,890,191 shares of common stock outstanding, all of which are entitled to be voted at the Annual Meeting.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Internet Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote in person at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as "stockholders of record."

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in "street name," and the Internet Notice was forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you wish to vote your shares at the Annual Meeting rather than submitting a voting instruction form to your broker, follow the instructions from your broker. Beneficial owners are also invited to attend the Annual Meeting.

What are the voting rights of the holders of our common stock?

Holders of common stock are entitled to one vote per share on each matter that is submitted to stockholders for approval.

How can I vote my shares without attending the Annual Meeting?

The procedures for voting depend on whether you are the stockholder of record or a beneficial owner in which your common shares are held by a bank, broker or other nominee (referred to as being held in "street name").

If you are a stockholder of record, you may submit a proxy by telephone, via the internet or by mail, as follows:

By casting your vote in any of the three ways listed above, you are authorizing the individuals named in the proxy to vote your shares in accordance with your instructions. All shares that have been properly voted, and not revoked, will be voted at the

Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If your shares are held in the name of a broker, bank or other nominee, please follow their instructions for voting your shares. If you are a beneficial owner and do not provide the organization that holds your shares with any voting instructions, then such organization that holds your shares may generally vote your shares in their discretion on “routine” matters, but cannot vote your shares on “non-routine” matters. For more information, see “If I am a beneficial owner of shares held in street name and I do not provide my broker, bank or other nominee with voting instructions, what happens?”

If you are a beneficial owner and wish to vote at the Annual Meeting, you must obtain your 16-digit control number to access the meeting as a stockholder. If you haven’t received a 16-digit control number, you should contact your broker, bank or other nominee to obtain your control number or otherwise vote through such broker, bank or other nominee.

Can I change my vote after submitting my proxy?

Yes. Proxies may be revoked at any time before they are exercised at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

For shares held beneficially in street name, you may change your vote by submitting new voting instructions to your bank, broker or other nominee following the instructions it has provided, or, if you have obtained a 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials, by attending the Annual Meeting and voting online.

How are votes counted?

Votes will be counted by the inspector of election, Broadridge Financial Solutions, Inc. ("Broadridge"), appointed for the Annual Meeting, who will separately count as follows:

If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation. If you hold your shares through a bank or broker, your bank or broker returns one proxy card to Broadridge on behalf of all its clients.

What constitutes a quorum?

The presence at the meeting, in person or by remote communication, or by proxy, of the holders of a majority in voting power of the common stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the meeting to conduct its business. As of the Record Date, there were 62,890,191 shares of common stock outstanding, all of which are entitled to be voted at the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, then either the chairperson of the meeting or a majority in voting power of the stockholders entitled to vote at the meeting, present in person or by remote communication, or represented by proxy, may adjourn the Annual Meeting to another date.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, via the internet, by mail or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted as recommended by the Board.

If I am a beneficial owner of shares held in street name and I do not provide my broker, bank or other nominee with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, then such broker may generally vote your shares in their discretion on "routine" matters, but cannot vote on "non-routine" matters.

Proposal No. 3, the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, is considered a routine matter. A broker, bank or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal No. 3.

Proposal No. 1, the director election, and Proposal 2, the advisory vote on executive compensation, are considered non-routine matters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a "broker non-vote." Therefore, broker non-votes may exist in connection with Proposals No. 1 and No. 2. Broker non-votes count for purposes of determining whether a quorum is present.

How many votes are needed to approve each proposal?

How can I attend the Annual Meeting online?

To join the Annual Meeting online, visit www.virtualshareholdermeeting.com/TMCI2025 and log in as a "stockholder" with your 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you do not have a control number, please contact your bank, broker or other nominee as soon as possible so that you can be provided with one. See "What if I did not receive a 16-digit control number?" at page 6 below for more instructions.

When can I join the virtual Annual Meeting?

The meeting will begin promptly at 11:00 a.m., Eastern Time, on Tuesday, May 20, 2025. You may access the meeting platform beginning at 10:45 a.m., Eastern Time, and we encourage you to join in advance of the meeting start time to allow sufficient time to log in and confirm your connection and audio are working properly.

Can I ask questions during the virtual Annual Meeting?

Yes. If you are logged in as a "stockholder" at the virtual Annual Meeting, you will have an opportunity to submit questions live via the internet during a designated portion of the virtual Annual Meeting. Once you are logged in, type your question into the question box and click "submit."

Subject to time constraints, we intend to answer questions pertinent to the Company and meeting matters submitted by stockholders during the Annual Meeting that comply with our rules of conduct for the Annual Meeting, which will be posted on the meeting website during the meeting.

How do I vote during the virtual Annual Meeting?

You will have an opportunity to vote your shares electronically during a designated portion of the virtual Annual Meeting after logging in as a "stockholder" with your 16-digit control number at www.virtualshareholdermeeting.com/TMCI2025. Whether or not you plan to join the Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials.

Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

What if I lost my 16-digit control number?

You will be able to log into the virtual Annual Meeting as a guest. To join the meeting webcast, visit www.virtualshareholdermeeting.com/TMCI2025 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I did not receive a 16-digit control number?

If you are a beneficial owner of shares held in street name and did not receive a 16-digit control number on the Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials, please contact your broker, bank or other nominee well in advance of the Annual Meeting for instructions on how to obtain a 16-digit control number and access the virtual meeting as a "stockholder." Instructions should also be provided on the voting instruction form provided by your broker, bank or other nominee. Without first obtaining your 16-digit control number and logging in as a "stockholder," you will still be able to attend the meeting by logging in as a guest, however, you will not be able to vote your shares or ask questions during the meeting.

What if I have technical difficulties?

On the meeting day, if you have trouble accessing the virtual meeting platform or encounter other technical difficulties with the platform before or during the meeting, please call the technical support number posted on the Annual Meeting login page at www.virtualshareholdermeeting.com/TMCI2025. Technical support information will also be available on www.virtualshareholdermeeting.com/TMCI2025 prior to the meeting day.

Will a list of stockholders be available for inspection prior to and during the meeting?

Yes. A list of stockholders will be available at our headquarters at 100 Palmetto Park Place, Ponte Vedra, FL 32081 for a period of ten days before the Annual Meeting for inspection by any stockholder. In addition, the list will be available for inspection online during the virtual Annual Meeting if you logged in as a "stockholder" with your 16-digit control number.

Who pays for costs relating to the proxy materials and Annual Meeting?

The costs of preparing, assembling and mailing this proxy statement, the Notice of Annual Meeting of Stockholders and the enclosed Annual Report and proxy card, along with the cost of posting the proxy materials on a website, will be borne by us.

In addition to the use of mail, our directors, officers and regular employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular salaries or stipends. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a current report on Form 8-K within four business days after the Annual Meeting, we intend to file a current report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended report on Form 8-K to disclose the final results.

When are stockholder proposals due for next year’s Annual Meeting?

Stockholders wishing to include proposals in the proxy materials in relation to our annual meeting of stockholders to be held in 2026 under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") must submit the proposal in writing so that it is received by the Company on or before December 8, 2025. Proposals should be addressed to Treace Medical Concepts, Inc., 100 Palmetto Park Place, Ponte Vedra, FL 32081, Attention: Corporate Secretary. Such proposals must also meet the other requirements and procedures prescribed by Rule 14a-8 under the Exchange Act relating to stockholders’ proposals. Nothing in this paragraph shall be deemed to require the Company to include in its proxy statement and proxy relating to the 2026 annual meeting of stockholders any stockholder proposal which may be omitted from the proxy materials according to applicable regulations of the SEC in effect at the time the proposal is received.

Under our amended and restated bylaws (the "Bylaws"), in order for a stockholder to present a proposal for next year’s annual meeting, other than proposals to be included in the proxy materials as described above, or to nominate a director, you must do so no earlier than January 20, 2026, and no later than February 19, 2026; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after May 20, 2026, a stockholder must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than March 21, 2026.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTORS AND NOMINEES

Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

Class II Directors whose terms in office expire at the 2026 Annual Meeting of Stockholders

Class III Directors whose terms in office expire at the 2027 Annual Meeting of Stockholders

Class I Director whose term in office expires at the 2025 Annual Meeting

FAMILY RELATIONSHIPS

Two members of our Board as of the date hereof, including our Chief Executive Officer, have a family relationship. John T. Treace, our Chief Executive Officer, is the nephew of our current Chairman of the Board and director James T. Treace. There are no family relationships among any of our executive officers. Each of our executive officers serves at the discretion of our Board and holds office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal.

BOARD COMPOSITION

Director Independence

As of the date of this proxy statement, our Board consists of nine members. James T. Treace, a Class I director, notified the Company that he will retire from the Board at the expiration of his current term at the Annual Meeting and not stand for re-election as a director at the Annual Meeting. In connection with Mr. James T. Treace’s departure from the Board, the Board has determined to decrease the number of members of the Board to eight, effective upon the expiration of Mr. James T. Treace’s current term at the Annual Meeting.

Under the Nasdaq Global Market listing requirements (the "Listing Rules"), independent directors must comprise a majority of a listed company’s board of directors within a specified period of time after listing on the Nasdaq Stock Market. The Listing Rule's definition of an independent director includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in any of various types of business dealings with us.

As required by the Listing Rules, our Board has made a subjective determination as to the independence of each director and determined that directors Bakewell, Berry, Hamilton, Hanna, Jain, Kiernan and Mott, representing seven of our nine directors, are independent directors under the Listing Rules. James T. Treace is the uncle of our Chief Executive Officer. Our Board reviews the independence of each director at least annually. During these reviews, the Board considers transactions and relationships between each director, and his or her immediate family and affiliates, and our Company and its management to determine whether any such transactions or relationships are inconsistent with a determination that the director is independent. This review is based primarily on responses of the directors to questions in a directors’ and officers’ questionnaire regarding employment, business, familial, compensation and other relationships with our Company, including our management.

We believe that a majority of our directors and the composition of our Board meets the requirements for independence under current Listing Rules and SEC requirements. As required by the Listing Rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. We intend to comply with any future governance requirements to the extent they become applicable to us.

Classified Board of Directors

In accordance with our amended and restated certificate of incorporation as currently in effect (our "Certificate of Incorporation"), our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election or until their earlier death, resignation or removal. Our directors are divided among the three classes as follows:

Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms, together with the requirement that stockholders may remove our directors only for cause with a two-thirds vote and the inability of stockholders to call special meetings, may have the effect of delaying or preventing a change in control or management of the Company.

MEETINGS OF OUR BOARD OF DIRECTORS AND COMMITTEES

Our Board held eight meetings during 2024 and acted by unanimous written consent six times. In 2024, the Audit Committee met four times and acted by unanimous written consent twice; the Compensation Committee met five times and acted by unanimous written consent six times; and the Nominating, Compliance and ESG Committee (now known as the Nominating & Corporate Governance Committee) (the "NCG Committee") met five times and acted by unanimous written consent once.

During 2024, each director attended at least 75% of the aggregate total number of meetings of the Board and the committees on which he or she served. We encourage our directors to attend our annual meetings of stockholders. Eight of the nine individuals who were directors at the time of our annual meeting held on May 21, 2024 attended the meeting.

BOARD COMMITTEES

Our Board has established a standing Audit Committee, Compensation Committee, and NCG Committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each committee has adopted a written charter that satisfies applicable requirements of the Listing Rules and SEC regulations. The charters are posted in the "investors" area of our website under the "Corporate Governance" topic with the heading "Documents and Charters" at https://investors.treace.com/corporate-governance/documents-charters.

This reference to our website address and all other references to our website in this proxy statement do not incorporate by reference into this proxy statement the information contained at or available through our website, and you should not consider it to be a part of this proxy statement. The inclusion of our website address in this proxy statement is an inactive textual reference only.

CORPORATE GOVERNANCE MATTERS

Corporate Governance Guidelines

We believe that good corporate governance is important to ensure that, as a public company, we will be managed for the long-term benefit of our stockholders. We and our Board have reviewed the corporate governance policies and practices of other public companies, as well as those suggested by various authorities in corporate governance. We have also considered the provisions of the Sarbanes-Oxley Act and the rules of the SEC and the Nasdaq Stock Market.

Based on this review, our Board has taken steps to implement many of these provisions and rules. In particular, we have adopted written corporate governance guidelines that provide the framework for our corporate governance, along with our Certificate of Incorporation, Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a range of topics including, but not limited to, independence of the Board, executive sessions, director qualification standards, board access to senior management and independent advisors, meeting attendance, service on other boards, board and committee self-evaluation, compensation and succession planning. The NCG Committee is responsible for reviewing and reassessing, from time to time as it deems appropriate, the adequacy of our corporate governance guidelines and recommending any proposed changes to the Board for approval. A copy of our corporate governance guidelines is available in the "investors" area of our website under the "Corporate Governance" topic with the heading "Documents and Charters" at https://investors.treace.com/corporate-governance/documents-charters.

Code of Conduct

We have also adopted a written code of conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of conduct is available in the "investors" area of our website under the "Corporate Governance" topic with the heading "Documents and Charters" at https://investors.treace.com/corporate-governance/documents-charters. We will disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements.

We believe that a culture of integrity and compliance is critically important to fulfilling our mission. All employees and directors are expected to conduct business with high standards of business ethics. Each employee and director receives our code of conduct which emphasizes our four core values of Integrity, Courage, Excellence and Collaboration.

We cultivate an inclusive, open-door culture and have provided employees with many avenues to raise questions or concerns, without fear of retaliation, harassment, discrimination, or other inappropriate behavior, including anonymously reporting through a hotline accessible by phone or over the internet.

Insider Trading Compliance Policy

We have also adopted an insider trading compliance policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of Nasdaq. A copy of our insider trading compliance policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Board Leadership Structure

Our Board established the following leadership structure in 2024:

John T. Treace currently serves as our Chief Executive Officer; James T. Treace serves as Chairman of the Board; and Richard W. Mott serves as lead independent director. Our NCG Committee recommended and our Board approved Mr. Mott's appointment as lead independent director effective in August 2024. The lead director’s responsibilities include, but are not limited to (1) presiding over all meetings of the Board at which the Board Chair is not present, including any executive sessions of the independent directors, (2) providing input and consulting on Board meeting schedules and agendas, (3) being available for and engaging in consultation with the Chief Executive Officer and other members of management, (4) playing an increased role in crisis and risk management, as appropriate, and (5) acting as the liaison between the independent directors and the Chief Executive Officer and Board Chair.

The Chairman of the Board (1) serves as the primary sounding board for the Chief Executive Officer, thereby fostering constructive and efficient communications between the Board and the Chief Executive Officer, (2) acts as a focal point for director communications, thereby helping to identify significant issues for Board consideration and gathering input from the other directors, and (3) communicates with and builds consensus among the independent directors, thereby reducing some of the demands on the Chief Executive Officer’s time.

Our NCG Committee is charged with periodically reviewing the leadership structure of our Board. During 2024, our NCG Committee, Board and independent directors determined that having a separate Board Chair and a lead independent director provide additional support and perspective to our Chief Executive Officer and enhance the effectiveness of our Board as a whole.

Our Bylaws provide our Board with the flexibility to combine or separate the positions of Board Chair and Chief Executive Officer, and our corporate governance guidelines provide for the independent directors to determine whether to elect a lead independent director.

James T. Treace's term as a director will expire at the Annual Meeting upon his retirement from the Board, and as previously announced, John T. Treace will assume the role of Chairman of the Board, at that time. Mr. Mott will continue to serve as lead independent director. With James Treace's retirement, the Board and NCG Committee have determined that combining the roles of Chief Executive Officer and Board Chair is appropriate since John T. Treace founded the Company, has extensive strategic, operational, and executive leadership experience, and has deep knowledge of the medical device market. He will be supported in the role by Mr. Mott as lead independent director. Mr. Mott has extensive experience as a chief executive officer and as an advisor to medical device companies in various stages of development as well as a decade as a Treace Board member, making him a trusted and respected advisor.

Role of the Board in Risk Oversight

The diagram below explains the allocation of risk oversight among the Board, its Committees and management.

We believe this division of responsibilities is the most effective approach for addressing the risks we face, and our Board’s leadership structure, which also emphasizes the independence of the Board in its oversight of our business and affairs, supports this approach.

Limitation on Liability and Indemnification Matters

Our Certificate of Incorporation and our Bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law (the "DGCL"). The DGCL provides that directors of a corporation will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for any:

These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

Our Certificate of Incorporation and our Bylaws require us to indemnify our directors and officers, in each case to the fullest extent permitted by the DGCL. Our Bylaws also provide that we are obligated to advance expenses (including attorney’s fees and disbursements) incurred by any indemnified person in advance of the final disposition of any action or proceeding, and permits us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware law.

We have entered, and expect to continue to enter, into separate agreements to indemnify our directors, executive officers and other employees as determined by our Board. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to our directors, officers and controlling persons under the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. We believe that these provisions of our Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance that insures our directors and officers against liability for actions taken in their capacities as directors and officers.

We believe that these provisions in our Certificate of Incorporation and Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers. However, the limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damages.

There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Compensation Committee Interlocks and Insider Participation

During 2024, each of Lawrence W. Hamilton, Elizabeth S. Hanna, Jane E. Kiernan and Richard W. Mott served on our Compensation Committee, with Mr. Hamilton serving as chair. No member of our Compensation Committee was, during 2024, an officer, former officer or employee of the Company or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. During 2024, none of our executive officers served (i) as a member of the Compensation Committee, or other committee serving an equivalent function, of any other entity in which one of its executive officers of such entity served as a member of our Board or our Compensation Committee or (ii) as a director of any other entity in which one of its executive officers of such entity served as a member of our Compensation Committee.

Board Member Selection

Our NCG Committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for our Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the NCG Committee, in recommending candidates for election, and our Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including but not limited to the following:

Currently, our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best oversee and contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. We believe it is important to have a balanced board and are committed to maintaining and building a board with a variety of skills, personal and professional backgrounds, perspectives and experiences.

Directors John K. Bakewell and Lawrence W. Hamilton were recommended to join our Board by several of our existing directors in November 2020 based on their personal experience working with Messrs. Bakewell and Hamilton at other publicly traded medical technology companies. In July 2021, the NCG Committee engaged a third-party search firm to assist in identifying or evaluating potential nominees for director who were female and/or from a diverse cultural background. Directors Elizabeth S. Hanna and Deepti Jain were identified through the third-party search firm. Directors Lance A. Berry and Jane E. Kiernan were recommended to join our Board by several of our existing directors in October 2022 based on their personal experience working with Mr. Berry and Ms. Kiernan at other publicly traded medical technology companies.

As reflected below, our directors expected to continue to serve after the Annual Meeting bring varied viewpoints and perspectives and exhibit a balance of tenure, skills, experiences and backgrounds that we believe enhances the deliberation and decision-making processes of our Board, allowing it to effectively fulfill its oversight function.

Communications with the Board

Our Board values the input and insights of the Company’s stockholders, believes that effective communication between the Board and stockholders strengthens the Board’s ability to effectively carry out its oversight function, and consequently, has adopted a stockholder communications policy. Stockholders may communicate with the independent members of our Board, our Chairperson of the Board, and any chairperson of a Board committee, about corporate governance, corporate strategy, board-related matters or other substantive matters that our Corporate Secretary and Chairperson of the Board consider to be important for the director(s) to know, by addressing any communications to the intended recipient by name or position in care of: Corporate Secretary, Scot M. Elder, 100 Palmetto Park Place, Ponte Vedra, Florida 32081 or legal@treace.net. The communication must include the stockholder’s name, address, telephone number and email address and a statement of the type and amount of Company securities that the stockholder holds. The Corporate Secretary will review any communications received from stockholders and will forward communications deemed appropriate to the Board or the relevant director(s). Communications that are deemed inappropriate (such as communications involving individual grievances, regarding ordinary business operations, or containing offensive, obscene or abusive content) will not be forwarded. A copy of our stockholder communications policy is available in the "Investors" area of our website under the "Corporate Governance" topic with the heading "Documents & Charters" at https://investors.treace.com/corporate-governance/documents-charters.

Stockholder Recommendations of Director Candidates

Stockholders who wish to recommend individuals to the NCG Committee for consideration as potential director candidates may submit the names of the recommended individuals, together with appropriate biographical information and background materials, to the NCG Committee, c/o Corporate Secretary, Scot M. Elder, 100 Palmetto Park Place, Ponte Vedra, Florida 32081. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the NCG Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

CORPORATE RESPONSIBILITY

Information about our environmental, social and governance-related programs and initiatives is available on our website at https://investors.treace.com/impact. Please note that nothing contained on or accessible through our website, including our corporate responsibility reports or sections thereof, will be deemed incorporated by reference into this proxy statement.

DIRECTOR COMPENSATION

Non-employee Director Compensation Policy

In consultation with Compensia, our independent compensation consultant, and with reference to Compensia’s annual director compensation benchmarking review, our Board has adopted a non-employee director compensation policy which includes cash retainers for Board and committee service, an initial equity grant when the non-employee director first joins the Board (the "initial equity grant") and an annual equity grant awarded to non-employee directors (the "annual equity grant").

Cash Compensation. Effective January 17, 2024, all non-employee directors were entitled to receive the following cash compensation for their service:

Each annual cash retainer and additional annual fee is paid quarterly in arrears on a prorated basis. Between January 1, 2024 and January 17, 2024, the annual retainer was (1) $20,000 per year for the Audit Committee Chair; (2) $10,000 per year for Audit Committee members; (3) $15,000 for the Compensation Committee Chair; (4) $7,500 for Compensation Committee members; (5) $10,000 for the NCG Committee Chair; and (6) $5,000 for NCG Committee members. With the appointment of Mr. Mott to serve as lead independent director in August 2024, an annual retainer of $50,000 was established.

Equity Compensation. Non-employee directors are entitled to receive all types of awards (except incentive stock options) under the 2021 Incentive Award Plan (the "2021 Plan") (or the applicable equity plan in place at the time of grant), including discretionary awards not covered under the non-employee director compensation policy. For 2024, the allocation of director equity awards between options and restricted stock units was 50%/50%. Accordingly, under the non-employee director compensation policy in effect during 2024, nondiscretionary, automatic grants of stock options and restricted stock units are made to our non-employee directors as follows:

For purposes of the non-employee director compensation policy, the "Black Scholes" value means the fair value of an option determined using the Black-Scholes pricing model based on the fair market value of our common stock and the volatility, risk-free rate and life expectancy assumptions in our financial statements disclosing those assumptions. The term of each option described above is ten years from the date of grant, subject to earlier termination as provided in the 2021 Plan. The exercise price per share of each option is equal to 100% of the fair market value of one share of our common stock on the date of grant.

Subject to the applicable provisions of the 2021 Plan, (1) the initial option grant will vest as to 1/36th of the underlying shares on each monthly anniversary of the grant date; (2) the initial restricted stock unit grant will vest as to one-third of the underlying shares on the first, second and third anniversaries of the grant date; (3) the annual option grant will vest as to 1/12th of the underlying shares on each monthly anniversary of the grant date, provided that the last installment will vest on the earlier of (a) the first anniversary of the grant date or (b) immediately before the next annual meeting of stockholders following the grant date; and (4) the annual restricted stock unit grant will vest on the earlier of (a) the first anniversary of the grant date or (b) immediately before the next annual meeting of stockholders following the grant date. In each case, vesting is subject to the non-employee director continuing to provide services on the applicable vesting date. Under the non-employee director compensation policy, all options and restricted stock units granted to members of our non-employee directors will fully vest if the Company experiences a merger or change in control, subject to the applicable non-employee director's continued service through the vesting date.

2024 Director Compensation

The following table sets forth information for 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors. Certain directors have elected to decline to receive certain types of director compensation and/or have elected to defer the release of vested restricted stock units until either a fixed future date or their ceasing to serve as a director or the occurrence of a change in control event. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, John T. Treace, who is one of our directors, served as our Chief Executive Officer and, accordingly, did not receive any additional compensation for service as director. See "Executive Compensation—Summary Compensation Table" for additional information about the compensation for Mr. John T. Treace for his service as an employee.

The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non-employee director as of December 31, 2024.

MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Nominees

Our NCG Committee has recommended, and our Board has approved, Lawrence W. Hamilton and Deepti Jain, as nominees for election as Class I directors at the Annual Meeting. If elected, Mr. Hamilton and Ms. Jain will serve as Class I directors until our 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section entitled "Board of Directors and Corporate Governance."

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the internet but do not give instructions with respect to the voting of directors, your shares will be voted "FOR" the election of Lawrence W. Hamilton and Deepti Jain. We expect that Mr. Hamilton and Ms. Jain will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Required Vote

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative "FOR" votes will be elected as Class I directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE

FOR THE ELECTION OF EACH NOMINEE

UNDER PROPOSAL NO. 1.

PROPOSAL NO. 2:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company has designed its executive compensation to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and to increase long-term stockholder value. We believe that our executive compensation program is designed to reward results relevant to our short-term and long-term success based on both corporate and individual performance.

The Securities and Exchange Commission has adopted requirements commonly referred to as the "Say-on-Pay" rules. As required by those rules, the Company is presenting the following proposal, which gives you as a stockholder the opportunity to endorse or not endorse our pay program for our executive officers identified in the Executive Compensation section of this proxy statement by voting for or against the following resolution (a "say-on-pay" vote). While the vote on the resolution is advisory in nature and therefore will not bind us to take any particular action, our Board intends to carefully consider the stockholder vote resulting from the proposal in making future decisions regarding our compensation program. Accordingly, we will ask our stockholders to vote "FOR" the following advisory resolution at the Annual Meeting:

"RESOLVED, that the stockholders approve, on an advisory, non-binding basis, the compensation of the named executive officers, as disclosed in the Executive Compensation section contained in the Company’s proxy statement for the 2025 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission."

Required Vote

This proposal requires the approval of the majority of votes cast. Abstentions and broker non-votes are not considered to be votes cast and accordingly, will have no effect on the outcome of the vote on this proposal.

Unless otherwise determined by our Board, the next say-on-pay vote will be held at our 2026 annual meeting of stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE

FOR THE APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

UNDER PROPOSAL NO. 2.

PROPOSAL NO. 3:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed Grant Thornton LLP, independent registered public accountants, to audit our financial statements for our fiscal year ending December 31, 2025.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm. However, as a matter of good corporate governance, the Board is requesting that our stockholders ratify the Audit Committee’s and the Board's appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Grant Thornton LLP has served as our independent registered public accounting firm since 2018. The Audit Committee and the Board believe that the continued retention of Grant Thornton LLP as our independent auditor is in the best interests of the Company and its stockholders. The Audit Committee carefully considered the selection of Grant Thornton LLP as our independent auditor. In connection with this selection, the Audit Committee considered whether there should be a rotation of the independent audit firm. The Audit Committee charter requires the Audit Committee to periodically consider whether the independent audit firm should be rotated. In addition to evaluating rotation of the independent auditor, the Audit Committee oversees the selection of the new lead audit partner, and the Audit Committee Chair participates directly in the selection of the new lead audit partner.

If the stockholders fail to ratify the selection, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

Representatives from Grant Thornton LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting if they desire to do so and are expected to be available to respond to appropriate questions at the Annual Meeting.

Required Vote

This proposal requires the approval of the majority of votes cast. Abstentions will have no effect on the proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Grant Thornton LLP, we do not expect any broker non-votes in connection with this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE

FOR THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDING December 31, 2025

UNDER PROPOSAL NO. 3.

Report of the Audit Committee

The material in the report below is not "soliciting material," is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing of TMCI under the Securities Act or the Exchange Act.

Audit Committee Report to Stockholders

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence from the Company and its management.

Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the independent registered public accounting firm, the Audit Committee has recommended that the Board include the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Respectfully submitted,

THE AUDIT COMMITTEE

John K. Bakewell, Chair

Lance A. Berry

Lawrence W. Hamilton

Deepti Jain

Principal Accountant Fees and Services

The following table represents aggregate fees billed to the Company for 2023 and 2024 by Grant Thornton LLP, our independent registered public accounting firm.

Pre-Approval Policies and Procedures

The Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Grant Thornton LLP. The Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Grant Thornton LLP is compatible with maintaining the principal accountant’s independence.

EXECUTIVE OFFICERS

John T. Treace's biographical information is set forth above in the section entitled "Board of Directors and Corporate Governance—Directors and Nominees" in this proxy statement.

Mark L. Hair has served as our Chief Financial Officer since September 2020. From January 2018 to February 2020, Mr. Hair served as the Chief Financial Officer of Restoration Robotics, Inc., a medical device company. From May 2016 to August 2017, Mr. Hair served as the Vice President and Chief Accounting Officer of Zeltiq Aesthetics, Inc., a medical device company, including through its acquisition by Allergan plc in April 2017. From September 2014 to January 2016, Mr. Hair served as the Vice President and Corporate Controller of Thoratec Corporation, a medical device company, including through its acquisition by St. Jude Medical in October 2015. Mr. Hair has also served as Senior Vice President, Finance and Corporate Controller at Diamond Foods, Inc., and also held positions at StoneTurn Group, LLP, and Deloitte, LLP. Mr. Hair holds a BS in Accounting and a Masters of Accountancy from Brigham Young University.

Scot M. Elder has served as our Chief Legal & Compliance Officer, Corporate Secretary since October 2022. He joined the Company as Chief Compliance Officer in October 2021. From May 2019 until October 2021, Mr. Elder served as the Vice President and Chief Ethics and Compliance Officer of Medtronic plc (NYSE: MDT). He spent over 12 years at Medtronic plc in roles of progressively increasing responsibility, including as Vice President, General Counsel for the Restorative Therapies group and as Vice President, Chief Counsel, Compliance & Privacy Officer for the Surgical Technologies business. In addition, he serves on the AdvaMed Steering Committee. Mr. Elder holds a BA in History from the University of Utah and a JD from the University of California, Los Angeles (UCLA) Law School.

Sean F. Scanlan, Ph.D. has served as our Chief Innovation Officer since January 2023. From September 2021 until January 2023, he served as our Senior Vice President, Marketing, and from March 2021 to September 2021, he served as our Senior Vice President, Marketing & Medical Education. From January 2018 to March 2021, Dr. Scanlan served as our Vice President, Marketing & Medical Education, after serving in various marketing roles of increasing responsibility since December 2014. From June 2011 to April 2014, Dr. Scanlan served as Product Development Engineer Advanced Surgical Devices at Smith & Nephew (NYSE: SNN), focusing on product development and early-stage technology assessment. From January 2006 to May 2011, Dr. Scanlan led an interdisciplinary clinical research study at Stanford University, focusing on orthopaedic surgery and engineering and, from October 2009 to May 2011, served as a consultant for Moximed Inc., an early-stage orthopaedics start-up company. Dr. Scanlan holds a BS in Engineering Science (Biomechanics) from the University of Florida and an MS and PhD in Mechanical Engineering (Biomechanical Engineering division) from Stanford University.

Gaetano M. Guglielmino has served as our Chief Commercial Officer since December 2024. Before joining the Company, Mr. Guglielmino was President, Recovery Sciences at Enovis Corporation (NYSE: ENOV), a medical technology company, from January 2023 to December 2024. Before that, he held roles as Vice President Global Marketing, Bracing and Supports at Enovis from March 2021 to January 2023, Vice President of Global Marketing and Medical Education for Lower Extremities at Wright Medical Group Inc. (which was acquired by Stryker Corporation (NYSE: SYK) in November 2020) from April 2017 to March 2021, and held a series of progressively more senior marketing roles culminating as Vice President Marketing, US Vision Care, at Bausch + Lomb from 2012 to 2017. Mr. Guglielmino received his Bachelor of Science in Business & Entrepreneurship and his MBA from the Rochester Institute of Technology.

Aaron J. Berutti has served as our Senior Vice President, Sales since August 2021. From November 2018 to July 2021, Mr. Berutti held various positions at Orthofix Medical Inc. (NASDAQ: OFIX), including most recently as the Vice President Sales & Marketing, Extremities-U.S. and Canada. From February 2018 to October 2018, Mr. Berutti served as the Vice President of Business Development at Cartiva, Inc. From 2003 to 2017, Mr. Berutti held various positions at Wright Medical Group, Inc., which was acquired by Stryker Corporation (NYSE: SYK) in November 2020, including most recently as the Vice President Sales, Lower Extremity & Biologics, from September 2016 to November 2017. Mr. Berutti holds a BE in Mechanical Engineering from Vanderbilt University and an MS and MBA from the Kelly School of Business at Indiana University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis discusses our compensation philosophy and explains how our executive compensation program is structured to advance our goal of aligning our executives' compensation with the long-term interests of our stockholders. We also explain how the Board’s Compensation Committee determined compensation for our named executive officers (our "NEOs") and the Compensation Committee’s rationale for specific pay decisions. Our NEOs for fiscal year 2024 were as follows:

2024 Named Executive Officers

Mr. Guglielmino commenced his employment with us in December 2024 as our Chief Commercial Officer.

2024 Performance and pay highlights

At TMCI, we are proud to be advancing the standard of care for the surgical treatment of bunions and related midfoot deformities. Our five-point strategy that includes rapid product innovations, a bunion-focused direct sales channel, surgeon education programs, direct-to-patient education, and supportive clinical evidence, has made us a leader in the rapidly growing bunion segment of the foot and ankle market.

In 2024, we achieved $209.4 million in annual revenue, an increase of 12% compared to the prior year. Our net loss in 2024 was ($55.7) million compared to ($49.5) million in 2023 with net loss in the fourth quarter 2024 of ($0.5) million compared to ($6.3) million for same period in 2023. Our Adjusted EBITDA improved substantially in 2024 to a loss of ($11.0) million, compared to a loss of ($24.4) million in 2023. This included our most profitable quarter ever in the fourth quarter of 2024, at $11.1 million in Adjusted EBITDA compared to $2.6 million for the same period in 2023, an improvement of 322%. For a reconciliation of GAAP net loss to Adjusted EBITDA, see Appendix 1. Our active surgeon base increased 10% year-over-year to a record 3,135 active surgeons at year-end.

2024 was also a year of business transformation as we accelerated our strategic initiative to become a comprehensive bunion solutions company. To address the evolving needs of surgeons and patients, we have launched a series of innovations that we believe will advance the standard of care for minimally-invasive osteotomies, arthritic great toe joints,

and patient-specific bunion surgeries. We have also right-sized our operations, thereby reducing expenses, and improved our Adjusted EBITDA loss by more than 50%. While we made significant progress toward our strategic plans, ultimately our short-term performance metrics fell short of our challenging goals, and our annual cash incentive for the CEO and other NEOs with respect to 2024 was determined to be 12.3% of target.

In 2024, we increased the performance-based elements of our annual executive compensation program by replacing a portion of the stock options in our annual equity grant mix with performance stock units (with vesting aligned to our relative total stockholder return compared to other companies in our industry) for our CEO (with performance stock units comprising 50% of his annual grant mix) and NEOs (with performance stock units comprising 25% of their annual grant mix). These changes were made to more closely align the interests of our CEO and NEOs with stockholders and incentivize them to deliver on strategies and tactics expected to facilitate our long-term success.

As our strategic business transformation accelerated during 2024, we also took steps to retain key executives responsible for leading our transformation, with long-term retention awards of restricted stock units granted to NEOs (other than our CEO) in August 2024. We recognize that retention awards should be used in limited circumstances. Our Compensation Committee believed these grants were necessary to maintain leadership continuity during this period of business transformation and took these awards into account when setting 2025 target annual equity values.

In addition to reducing targeted annual equity values for 2025, we are continuing to evolve our policies and practices to improve the durability of our compensation program while continuing to closely tie our NEOs' interests with stockholders by (1) implementing new stock ownership guidelines, (2) eliminating stock options as a portion of the NEOs' annual equity grants, and (3) adjusting our 2025 annual incentive bonus plan to focus on only two financial goals in 2025: revenue growth and Adjusted EBITDA (before bonus).

Compensation Guiding Principles

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. The objectives of our compensation programs are to:

Compensation Design

The compensation program for our NEOs in 2024 was structured as shown below.

Compensation-Setting Process

Role of the Compensation Committee. The Compensation Committee is responsible for establishing and administering the annual incentive programs for the NEOs, overseeing and administering our equity incentive plans, and setting the compensation for the NEOs other than the CEO. The Compensation Committee recommends the compensation for our CEO to the independent members of our Board for their approval.

Role of Outside Consultants. From time to time, the Compensation Committee may use outside compensation consultants to assist it in analyzing our compensation programs and in determining appropriate levels of compensation and benefits. The Compensation Committee first engaged Compensia, Inc., a compensation consulting firm, to provide advice on compensation before TMCI became a publicly traded company. Since that time, Compensia also has advised the Compensation Committee regarding the selection of a group of peer companies to use for compensation benchmarking purposes, and advised on cash and equity compensation levels and methods for our executives (as well as our directors and other employees) based on current market practices.

Compensia reports directly to the Compensation Committee and does not provide any non-compensation-related services to TMCI. Compensia has affirmed its independence on executive compensation matters. The Compensation Committee has evaluated Compensia on each of the six independence factors established by the SEC, and based on this assessment, the Compensation Committee determined that the engagement of Compensia does not raise any conflict of interest or similar concerns.

The Compensation Committee has evaluated the independence of its other outside advisors, including outside legal counsel, considering the same independence factors, and concluded that their work for the Compensation Committee does not raise any conflict of interest.

Role of Management. In performing its responsibilities, the Compensation Committee consults with members of our management, including our CEO, our CFO and our Chief Human Resources Officer. Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations and viewpoints with respect to adjustments to total direct compensation opportunities, program structures, and other compensation-related matters for our NEOs, other than with respect to the CEO’s own compensation. Our CEO is not present during any deliberations or decision-making regarding his own compensation.

Role of Market Data. The Compensation Committee considers compensation benchmarking data provided by Compensia and approves a compensation comparator group annually. Our comparator group includes direct competitors as well as a broader mix of medical device, medical equipment, and health care technology companies. TMCI was in the 49th percentile of the comparator group for revenue at the time we established the 2024 peer group and at the 25th percentile for market capitalization.

For 2025, after considering advice and market data prepared by Compensia, the Compensation Committee decided to adjust the comparator group by removing three companies and adding two companies. The 2025 comparator group is shown below.

* Added for 2025

Glaukos and Inspire Medical Systems were removed because their revenue and market capitalization are higher than our selection parameters permit, and NuVasive was removed because it was acquired.

The Compensation Committee uses data drawn from our compensation peer group to evaluate the competitive market when determining the total direct compensation packages for our executive officers, including salary, target short-term annual cash incentive award opportunities and long-term incentive compensation opportunities.

Setting Target Total Direct Compensation. The Compensation Committee conducts an annual review of the compensation arrangements of our NEOs, typically during the first quarter of each fiscal year. As part of this review, the Compensation Committee evaluates base salaries, annual cash incentive opportunities, long-term equity incentive opportunities and all performance criteria associated with such incentives. In developing its recommendations, the Compensation Committee

aims to provide market competitive total direct compensation, taking into consideration the market data discussed above. In addition to market competitiveness, the Compensation Committee also considers various factors, including the scope and complexity of each executive's role; each executive's experience, qualifications, and skills; historic compensation levels; corporate performance against our financial, operational and strategic objectives; individual performance as compared to our expectations and objectives; our desire to motivate NEOs to achieve results that contribute to our long-term success and are in stockholders’ best interests; internal equity; and the retention risk (and replacement cost) of each NEO. These factors provide a framework for decision-making regarding compensation opportunities and final compensation determinations for each NEO. No single factor is determinative in the Compensation Committee’s decision-making, or weighted in any predetermined manner.

Previous Say-on-Pay Vote. In setting the form and amount of compensation for our NEOs, the Compensation Committee also considered the voting results from our most recent non-binding, advisory stockholder vote on the compensation of our NEOs (a “Say-on-Pay vote”) as well as feedback received from stockholders throughout the year. 91.78% of our stockholders voted to support our 2023 executive compensation program at our 2024 Annual Meeting of Stockholders, which did not lead us to make any fundamental changes to our executive compensation program in 2024. We are conducting a Say-on-Pay vote on the compensation of our NEOs at the 2025 Annual Meeting (see Proposal No. 2). The Compensation Committee will continue to consider stockholder feedback and the results of our Say-on-Pay votes when making compensation decisions for our executive officers, including our NEOs, in the future.

2024 Executive Compensation Decisions

Salary

The Compensation Committee approves salaries for the NEOs other than our CEO, and recommends to the independent directors the approval of our CEO’s salary.

The salary payable to each NEO is intended to provide a fixed component of compensation that reflects the executive’s skill set, experience, role, and responsibilities. Salaries are generally established in the first quarter of each fiscal year, but our Board and Compensation Committee may adjust base salaries from time to time in their discretion, typically after considering recent performance, changes to roles and responsibilities, and market, industry and peer trends information. In making these decisions, the Compensation Committee considers the factors described in "Compensation-Setting Process" above and reviews an analysis of competitive market data drawn from the compensation peer group as approved for use in 2024. The following table sets forth the base salaries of each of our NEOs as of February 2024, when our Compensation Committee (or for the CEO, the Board) approved the salary adjustments, and includes the prior salaries in effect before such change and the percentage of change (except for Mr. Guglielmino, who assumed his role as Chief Commercial Officer in December 2024).

2024 Annual Cash Incentive Plan

Our NEOs each participate in the annual cash incentive plan that provides for cash compensation based on achievement of prescribed annual performance goals, as established by our Compensation Committee and confirmed by our Board.

Target Opportunities. Each NEO’s annual bonus opportunity is stated as a percentage of salary. The target short-term annual cash incentive award opportunities for our executive officers, including our NEOs, were recommended to the Compensation Committee by our CEO (except with respect to his own target short-term annual cash incentive award opportunity), and

approved by the Compensation Committee (or for the CEO, the Board). The determination of target short-term annual cash incentive award opportunities was based on the factors described in "Compensation-Setting Process" above and a review of an analysis of competitive market data drawn from the compensation peer group as approved for use in 2024. For 2024, the NEOs’ bonus opportunities (other than Mr. Guglielmino) were as follows:

Mr. Guglielmino did not participate in the 2024 cash incentive plan since he joined the Company in December 2024.

Performance Metrics. Our 2024 annual cash incentive plan provided for compensation based upon achievement of performance goals for revenue growth, Adjusted EBITDA (before bonus), and active surgeon count.

For each performance metric, the Compensation Committee, after consultation with the management team, established threshold, target, and maximum goals, as shown below.

2024 Performance Results and Payouts. Our Compensation Committee determined in early 2025 the performance results for purposes of the 2024 annual cash incentive plan as shown below.

Based on the 12.3% payout earned, in early 2025 the Compensation Committee (and for our CEO, the Board) approved the following annual cash incentives for the NEOs in 2024:

Mr. Guglielmino was not eligible for a bonus since he joined the Company in December 2024.

Enhancements for 2025. For 2025, consistent with its increased emphasis on financial performance, the Compensation Committee eliminated the “active surgeon count” metric and adjusted the weighting of the revenue metric to 60% and the Adjusted EBITDA (before bonus) metric to 40%. Full details regarding the 2025 annual cash incentive plan will be provided in next year’s proxy statement.

Long-Term Equity Incentive Compensation

Annual Long-Term Incentive Awards. The Compensation Committee generally grants equity awards to the NEOs every year in the first fiscal quarter. Long-term incentive compensation opportunities in the form of equity awards are granted by the Compensation Committee (except for the CEO, which is granted by the Board). The amount and forms of such equity awards are determined by the Compensation Committee after considering the factors described in "Compensation-Setting Process" above and reviewing an analysis of competitive market data drawn from the compensation peer group as approved for use in 2024. As shown below, for 2024, our CEO was granted RSUs and PSUs in equal proportions. The NEOs other than the CEO received the target value of their equity grants in RSUs (50%), PSUs (25%), and options to purchase our common stock (25%).

Restricted Stock Units. 25% of the RSUs will vest on each of the first four anniversaries of the grant date subject to the recipient's continued service with the Company on the applicable vesting date.

Stock Options. 25% of the shares subject to the Option will vest on each of the first four anniversaries of the grant date subject to the recipient's continued service with the Company on the applicable vesting date and will remain exercisable for 10 years from the grant date.

Performance Stock Units. The PSUs vest, if at all, based on our relative total shareholder return performance as compared to the S&P Health Care Equipment Select Index over a three-year performance period, with interim earning opportunities after the first and second years of the performance period. The relative return factor for each performance period is calculated based on the following scale:

The number of PSUs that are deemed to be earned at the end of each one- and two-year performance periods is determined by taking one-third of the NEO’s target PSUs multiplied by the relative return factor for the relevant performance period measured as of the end of such interim performance periods, although such amount is capped at 100% of one-third of the NEO's target PSUs. The number of PSUs that vests at the end of the three-year performance period is determined by taking the total number of the NEO’s target PSUs multiplied by the relative return factor for the three-year performance period, and then subtracting any shares of our common stock earned in the one-year and two-year performance periods from the result. The total number of shares vested in the one-year and two-year periods is not retroactively adjusted if the three-year calculation, less shares earned in prior periods, is a negative number.

Our relative TSR will be measured based on 30-trading-day average stock price immediately before the beginning of the performance period to the 30-trading-day average stock price at the end of the performance period, measured cumulatively over the given performance period beginning January 1, 2024.

In the event that a change in control (as defined in the 2021 Plan) occurs before the end of the performance period and subject to the applicable NEO’s continued service immediately before the closing of such change in control, then the

performance stock units will convert into time-based restricted stock units immediately before the change in control with the number of converted time-based RSUs equal to the greater of (1) the interim earned performance stock units or (2) the number of performance stock units that would have vested based on actual performance using the change in control price. The time-based restricted stock units granted in 2024 will then vest on December 31, 2026, subject to the NEO’s continued service through the vesting date.

Regardless of our relative TSR performance, individual payouts (taking into account the performance multiplier and any increases in the stock price) cannot exceed 7.5 times the target value of the recipient’s grant.

Since our relative TSR did not meet 25th percentile for the one-year performance period ending December 31, 2024, none of the target shares were deemed earned at the end of the one-year performance period.

Long-Term Retention Awards. In August 2024, the Compensation Committee granted retention awards in the form of RSUs to all of the NEOs other than the CEO. These awards, which are intended to retain and motivate our talented senior management team through our business transformation that was underway, will vest in three equal installments over three years on the first, second and third anniversaries of the grant date (subject to the applicable NEO's continued service through the vesting date.) When making these grants, the Compensation Committee considered the Company’s minimal use of time-based equity prior to 2023 and the fact that outstanding stock option awards from prior years are unlikely to provide significant value due to a significant number of such options being underwater, which diminishes their usefulness as a tool for retention or motivation.

The 2024 retention awards were granted in the target amounts shown below

Mr. Guglielmino was not an officer at the time the 2024 retention awards were made.

In late October 2024, when seeking to recruit Mr. Guglielmino to join the Company as Chief Commercial Officer, the Compensation Committee set the target award value for Mr. Guglielmino's initial equity grant at 330,000 RSUs (with a target award value of $1,750,000). Additionally, to compensate Mr. Guglielmino for incentive pay that he would be foregoing with his former employer, the Compensation Committee approved offering him a signing bonus consisting of $100,000 in cash and a grant of 33,000 RSU (with a target award value of $175,000). The RSUs were granted on December 1, 2024 which coincided with Mr. Guglielmino's first day of employment. These RSUs vest over four years from the grant date in 25% annual installments on the first four anniversaries of the grant date, subject to Mr. Guglielmino's continued service through each such vesting date.

Enhancements for 2025. We recognize that retention awards should only be used in limited circumstances. To minimize the need for retention grants in the future, we have evolved the structure of our 2025 long-term equity awards for NEOs (other than the CEO) to eliminate the use of stock options. Accordingly, in 2025, awards for all NEOs will consist of only RSUs and PSUs as follows:

The Compensation Committee believes the elimination of stock options will improve the durability of our long-term incentive program across market and business conditions, while continuing to focus NEOs on our long-term success and align their interests with those of our stockholders.

Previously Granted in-Cycle Long-Term Equity Awards. As previously disclosed in the proxy statement filed in 2023, in July 2023, we granted PSU awards to our senior management team, including the NEOs. The actual number of PSUs that vest, if

any, will be determined in July 2025 based on the Company's TSR relative to the TSR of the S&P Health Care Equipment Select Index. Accordingly, the performance results of this award will be disclosed in next year’s proxy statement.

Special Performance-Based Incentive for Chief Legal Officer. During 2024, Mr. Elder, our Chief Legal and Compliance Officer, assumed significant additional work in managing a complex and significant lawsuit, the outcome of which was critical to the execution of our future business objectives. Given Mr. Elder’s institutional knowledge of the matters involved and importance of retaining him, the Compensation Committee determined that a special incentive arrangement for Mr. Elder was necessary and appropriate to retain and compensate him for these additional responsibilities while directly aligning his incentives with the successful navigation of this litigation. Accordingly, the Compensation Committee approved (1) in September 2024, the grant to Mr. Elder restricted stock units for 200,000 shares with a target value of $1,200,000, which vest over three years from the grant date in equal annual installments on the first three anniversaries of the grant date, subject to Mr. Elder's continued service through each applicable vesting date, and (2) in November 2024, a special incentive arrangement for Mr. Elder that provided for cash payments of up to $500,000 and the grant of restricted stock units for up to 31,100 shares upon achievement of certain milestones in the lawsuit. In accordance with this arrangement, Mr. Elder was awarded a portion of these incentives upon filing of the lawsuit, which included a cash incentive payment of $125,000 and the grant of 15,550 shares of restricted stock units that vested on November 11, 2024. In the event of a change in control (as defined in the 2021 Plan) before vesting in full of the cash bonus and equity awards, the then-unvested restricted stock units will vest in full and the then-unpaid bonus will be paid in full as of immediately prior to the closing of such change in control, subject to Mr. Elder's continued employment through such date.

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans.

We maintain a 401(k) profit-sharing plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs participate in the 401(k) plan on the same terms as other full-time employees. We match employee contributions to the 401(k) plan at a rate equal to 100% of the first 3% of the employee’s pre-tax salary contributed and 50% of any additional contributions up to 5% of the employee’s pre-tax salary, subject to a maximum Company contribution of 4% of the participant’s pre-tax salary per year. Participants become vested in their Company matching contributions 100% immediately after meeting the eligibility requirements for participation. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Perquisites and Other Personal Benefits. We determine perquisites on a case-by-case basis and will provide a perquisite when we believe it is necessary to attract or retain a particular NEO. We did not provide any perquisites or other personal benefits for our NEOs in 2024. Although we note that Mr. Guglielmino is eligible for relocation benefits, none were paid in 2024.

Compensation-Related Policies

Clawback Policy. Our clawback policy, which went into effect in October 2023, applies to current or former Section 16 officers. The policy requires us, subject to limited exemptions provided by the Listing Rules, to recoup incentive-based compensation erroneously received after October 2, 2023, and within the three fiscal years preceding the date an accounting restatement is determined to be required. For these purposes, incentive compensation will be considered “erroneously received” if the amount awarded was calculated based on financial information that is later determined to have been wrong. Our policy does not require any finding of negligence or fault on the part of a recipient before we recoup erroneously awarded compensation.

Anti-Hedging and Anti-Pledging Policy. Our insider trading compliance policy prohibits our directors, executive officers, and other employees from engaging in hedging transactions, such as zero-cost collars and forward sale contracts, or other inherently speculative transactions with respect to Company securities, such as short sales or transactions in publicly traded put or call options. Our directors, executive officers, and other employees also are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.