DJO Opco DEF 14A Definitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registranto
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o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

DJ ORTHOPEDICS
(Name of Registrant as Specified In Its Charter)

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

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April 30, 2004

To Our Stockholders:

You are cordially invited to attend the 2004 Annual Meeting of Stockholders of dj Orthopedics, Inc. to be held at the Company's headquarters located at 2985 Scott Street, Vista, California on Thursday, June 3, 2004 at 10:00 a.m., Pacific Daylight Time.

The matters to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. At the meeting, we will also report on our operations and respond to any questions you may have.

Please use this opportunity to take part in the Company's affairs by voting on the business to come before this Meeting.YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. If your shares are held by a broker or nominee holder, you may vote by telephone or through the internet. If you attend the meeting, you will, of course, have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a broker, nominee, fiduciary or other custodian, please follow the instructions you receive from them to vote your shares. A copy of our 2003 Annual Report to Stockholders is also enclosed.

We hope to see you at the meeting.

Sincerely,

Leslie H. Cross
President and Chief Executive Officer

dj ORTHOPEDICS, INC.
2985 Scott Street
Vista, California 92081-8339

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Stockholders (the "Annual Meeting") of dj Orthopedics, Inc. (the "Company") will be held at the Company's headquarters located at 2985 Scott Street, Vista, California, on Thursday, June 3, 2004 at 10:00 a.m., Pacific Daylight Time.

At the Annual Meeting, you will be asked to consider and vote upon the following matters:

1.: To elect two Class III directors to serve for a term expiring at the Annual Meeting of Stockholders to be held in 2007.
2.: To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2004.
3.: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 23, 2004 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Financial and other information concerning the Company is contained in the Annual Report to Stockholders for the fiscal year ended December 31, 2003.

By Order of the Board of Directors,

Donald M. Roberts
Secretary

Vista, California
April 30, 2004

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, BY MAIL OR THROUGH THE INTERNET AS PROMPTLY AS POSSIBLE TO ENSURE THE PRESENCE OF A QUORUM FOR THE MEETING. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THROUGH THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, OF COURSE, REVOKE THE PROXY AND VOTE IN PERSON. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.

dj ORTHOPEDICS, INC.
2985 Scott Street
Vista, California 92081-8339

PROXY STATEMENT
for the 2004
ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished on or about April 30, 2004 by the Board of Directors of dj Orthopedics, Inc., a Delaware corporation (the "Company"), in connection with the solicitation of proxies for use at the 2004 Annual Meeting of Stockholders of the Company to be held at 10:00 a.m. (Pacific Daylight Time) on Thursday, June 3, 2004 (the "Annual Meeting") at the Company's headquarters at 2985 Scott Street, Vista, California and at any adjournment or postponement thereof. This Proxy Statement and the accompanying form of proxy were first mailed on or about April 30, 2004 to the stockholders of record as of the close of business on April 23, 2004.

Only holders of record of the Company's common stock at the close of business on April 23, 2004 (the "Record Date") will be entitled to vote at the Annual Meeting. The presence at the Annual Meeting (in person or by proxy) of a majority of the shares outstanding on the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. At the close of business on the Record Date, the Company had 21,655,079 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share held as of the Record Date. There were no outstanding shares of any other class of stock.

VOTING OF PROXIES

All shares represented by proxies will be voted by one or more of the persons designated on the enclosed proxy card in accordance with the stockholders' directions. If the proxy card is signed and returned without specific directions with respect to the matters to be acted upon, the shares of common stock represented by the proxy will be votedFOR the election of all nominees for director (Proposal 1 on the enclosed proxy card),FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for 2004 (Proposal 2 on the enclosed proxy card), and in the discretion of such proxies on other matters that may come before the meeting.

A stockholder who delivers an executed proxy pursuant to this solicitation may revoke it at any time before it is exercised by (i) executing and delivering a later dated proxy card to the Secretary of the Company prior to the Annual Meeting, (ii) delivering written notice of revocation of the proxy to the Secretary of the Company prior to the Annual Meeting, or (iii) attending and voting in person at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy. The Chairman of the Board will announce the closing of the polls during the Annual Meeting. Proxies must be received prior to the closing of the polls in order to be counted.

When the stockholder is not the record holder, such as when the shares are held through a broker, nominee, fiduciary or other custodian, the stockholder must provide voting instructions to the record holder of the shares in accordance with the record holder's requirements in order to ensure the shares are properly voted.

Instead of submitting a signed proxy card, stockholders may submit their proxies by telephone or through the Internet using the control number and instructions indicated on the proxy card. Telephone and Internet proxies must be used in conjunction with, and will be subject to, the information and terms contained on the proxy card. These procedures may also be available to stockholders who hold their shares through a broker, nominee, fiduciary or other custodian.

The presence, in person or by proxy, of holders of a majority of the outstanding shares of common stock on the Record Date is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and "broker non-votes" (shares held by a broker or nominee that does not have the authority, either expressed or discretionary, to vote on a particular matter) are counted for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.

The election of directors (Proposal 1) requires the affirmative vote of a plurality of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting (that is, nominees receiving the greatest number of votes will be elected). Accordingly, abstentions and broker "non-votes" are not counted and have no effect for purposes of the election of directors. Approval of Proposal 2, requires the affirmative vote of a majority of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting. Accordingly, abstentions on that proposal will be equivalent to votes against such proposal, but broker "non-votes" are not counted as having been voted for this purpose and will have no effect on the outcome of the voting on Proposal 2.

The shares of common stock have no cumulative voting rights. In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any such adjournment would require the affirmative vote of a majority of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting. Proxies and ballots will be received and tabulated by Mellon Investor Services LLC, the Company's transfer agent and the inspector of elections for the Annual Meeting.

The cost of soliciting proxies will be paid by the Company. Directors, officers or employees of the Company, without additional remuneration, may also solicit proxies on behalf of the Company in person or by telephone or facsimile transmission. The Company will also request brokers, nominees, fiduciaries or other custodians to forward proxy materials to the beneficial owners of shares of common stock as of the Record Date and will reimburse such persons for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares and submitting your proxy by telephone, through the Internet or by completing and returning the enclosed proxy card will help to avoid additional expense. If you plan to attend the Annual Meeting, please check the box on the proxy card indicating your desire to attend. In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available at the location of the Annual Meeting and for the 10 days prior to the meeting at the Company's headquarters located at 2985 Scott Street, Vista, California 92081-8339.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the ownership of the common stock of the Company by (i) those persons known by management of the Company to own beneficially more than 5% of the Company's outstanding common stock, (ii) each director and nominee for director of the Company, (iii) the executive officers named in the Summary Compensation Table set forth in the "Executive Compensation" section of this Proxy Statement, and (iv) all current directors and executive officers of the Company as a group. The information for the officers and directors is provided as of March 31, 2004, and the information for 5% holders is as of the date of the most recent filings with the Securities and Exchange Commission ("SEC") that were provided to the Company. Under the SEC's rules for beneficial ownership, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest. In addition, a person is deemed to be the beneficial owner of shares underlying currently exercisable options or options that become exercisable within 60 days of March 31, 2004. The Company understands that, except as provided in the footnotes to the table, each holder has sole voting and dispositive power over the shares beneficially owned, subject to community property laws where applicable.

	Shares Beneficially Owned
Name	Shares Beneficially Owned
Name	Number	Percentage
J.P. Morgan DJ Partners, LLC(1)	2,993,880	13.8	%
J.P. Morgan Partners (23A SBIC), L.P.(1)(2)	3,072,379	14.2	%
Mitchell J. Blutt, M.D.(3)	—	—
Charles T. Orsatti(4)	3,038,880	14.0	%
Federated Investors, Inc.(5)	1,594,282	7.4	%
Leslie H. Cross(6)(7)	434,278	2.0	%
Vickie L. Capps(6)(8)	73,901	*
Kirby L. Cramer(6)(9)	79,748	*
Luke T. Faulstick(6)(10)	44,282	*
Jack R. Blair(6)(11)	41,000	*
Lewis Parker(6)(12)	31,000	*
Donald M. Roberts(6)(13)	24,419	*
Lesley H. Howe(6)(14)	15,000	*
Louis T. Ruggiero(6)	—	—
All directors and executive officers as a group (11 persons)(15)	3,782,508	17.5	%

*: Less than 1%
(1): The address of J.P. Morgan DJ Partners, LLC ("JPMDJ Partners") and J.P. Morgan Partners (23A SBIC), L.P., formerly J.P. Morgan Partners (23A SBIC), LLC, ("JPMP (23A SBIC)") is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. JPMP (23A SBIC) owns approximately 86.9%, Wachovia Capital Partners owns approximately 9.6%, the affiliates of Trust Company of the West own approximately 3.1% and Orsatti and Partners, LLC (formerly J.P. Morgan Fairfield Partners, LLC) owns approximately 0.4% of the membership interests in JPMDJ Partners. The managing member of JPMDJ Partners is JPMP (23A SBIC).
(2): Includes 78,499 shares owned directly by JPMP (23A SBIC). The remaining 2,993,880 shares are owned by JPMDJ Partners of which JPMP (23A SBIC) may be deemed the beneficial owner given its status as the managing member of JPMDJ Partners and the owner of approximately 86.9% of JPMDJ Partners' membership interests. The general partner of JPMP (23A SBIC) is J.P. Morgan Partners (23A SBIC Manager), Inc., ("JPMP (23A SBIC Manager)"), a wholly owned subsidiary of J.P. Morgan Chase Bank ("JPM Chase Bank"), a wholly-owned subsidiary of J.P. Morgan

Chase & Co. ("JPM Chase"), a publicly traded company. Each of JPMP (23A SBIC Manager), JPM Chase Bank and JPM Chase may be deemed beneficial owners of the shares held by JPMP (23A SBIC), however, each disclaim beneficial ownership except to the extent of its pecuniary interest.

(3): Dr. Blutt is Executive Advisor at J.P. Morgan Partners, LLC and a limited partner of JPMP Master Fund Manager, L.P. ("JPMP MFM"), an entity which has a carried interest in investments of JPMP 23A SBIC. While Dr. Blutt does not have beneficial ownership of the shares beneficially owned by JPMP 23A SBIC, under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder because he does not have the ability to control the voting or investment power of JPMP 23A SBIC Manager, the general partner of JPMP 23A SBIC, he does have an indirect pecuniary interest in shares of the Company beneficially owned by JPMP 23A SBIC as a result of his status as a limited partner of JPMP MFM. Dr. Blutt disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest that may be attributable to Dr. Blutt is not readily determinable because it is subject to several variables, including without limitation, JPMP 23A SBIC's internal rate of return and vesting. The address of Dr. Blutt and JPMP (23A SBIC Manager) is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020.
(4): Includes 2,993,880 shares owned by JPMDJ Partners in which Orsatti and Partners, LLC ("Orsatti Partners") owns a less than 1% interest. Mr. Orsatti is the managing member of Orsatti Partners, and he and Orsatti Partners disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest, which is not readily determinable because it is subject to several variables, including without limitation, JPMP (23A SBIC)'s internal rate of return and vesting. Includes 30,000 shares owned by Fairfield Capital Partners, Inc., of which Mr. Orsatti is an officer, director and the majority stockholder, as to which shares Mr. Orsatti disclaims beneficial ownership except to the extent of his pecuniary interest. Also, includes 15,000 shares issuable upon exercise of options which vest within 60 days of the date of this table. The address of Mr. Orsatti is Orsatti and Partners, LLC, 600 Cleveland Street, Suite 1100, Clearwater, Florida 33755.
(5): Based on the information provided in a Schedule 13G filed on February 13, 2004 by Federated Investors, Inc. The address of Federated Investors, Inc. is Federated Investors Tower, Pittsburgh, PA 15222-3779.
(6): The address of Messrs. Cross, Cramer, Faulstick, Blair, Parker, Roberts, Howe and Ruggiero and Ms. Capps is 2985 Scott Street, Vista, California 92081.
(7): Includes 214,010 shares issuable upon exercise of currently exercisable options.
(8): Includes 43,375 shares issuable upon exercise of currently exercisable options.
(9): Includes 58,248 shares issuable upon exercise of currently exercisable options and options which vest within 60 days of the date of the table and rights to purchase common stock.
(10): Includes 40,024 shares issuable upon exercise of currently exercisable options and options which vest within 60 days of the date of the table.
(11): Includes 35,000 shares issuable upon exercise of currently exercisable options and options which vest within 60 days of the date of the table.
(12): Includes 30,000 shares issuable upon exercise of options which vest within 60 days of the date of the table.
(13): Includes 18,375 shares issuable upon exercise of currently exercisable options.
(14): Includes 10,000 shares issuable upon exercise of currently exercisable options.
(15): Includes 464,032 shares issuable upon exercise of currently exercisable options, options that vest within 60 days of the date of the table and rights to purchase common stock.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors is divided into three classes, designated Class I, Class II and Class III, and currently consists of seven directors, three of whom are in Class I and two each in Class II and III. The Board consisted of eight members until March 2004, at which time Benjamin B. Edmands resigned from the Board in connection with the reduction in ownership of common stock of the Company by JPMDJ Partners from approximately 47% to approximately 14% of the outstanding shares. Mr. Edmands had served in Class II and was considered one of the two directors nominated by JPMDJ Partners.

Nominees for a class are elected to serve a three-year term ending on the date of the Company's third annual meeting of stockholders following the annual meeting at which such nominee was elected. The current terms of the Class III directors, Mr. Jack R. Blair and Mitchell J. Blutt, M.D., expire at the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Mr. Blair and Dr. Blutt for election to the Board of Directors in Class III at the Annual Meeting, to serve until the annual meeting of stockholders to be held in 2007 or until their successors have been elected and duly qualified. The terms of the Class I and Class II directors expire at the annual meetings of stockholders to be held in 2005 and 2006, respectively.

The nominees have consented to serve as directors of the Company if elected. If, at the time of the Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unable or will decline to serve as a director.

Although the Company does not have a formal policy regarding attendance by the members of the Board of Directors at annual meetings, the Company encourages all members of the board to be present at annual stockholder meetings and anticipates that all directors, including the two nominees, will be present at the Annual Meeting. All directors were present at the 2003 Annual Meeting of Stockholders.

Vote Required for Election

The two nominees receiving the greatest number of votes cast at the Annual Meeting will be elected as Class III members of the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF MR. BLAIR AND DR. BLUTT TO THE BOARD OF DIRECTORS

Set forth below is certain information furnished to the Company by the director nominees and by each of the incumbent directors whose terms will continue following the Annual Meeting. There are no family relationships between any directors or executive officers of the Company.

Nominees for Class III:

Jack R. Blair, 61, has been a director since January 2002 and has served as non-executive Chairman of the Board of dj Orthopedics since August 2002. From 1980 until his retirement in 1998, Mr. Blair served in various capacities with the healthcare company, Smith & Nephew, plc., and with Richards Medical Company, which was acquired by Smith & Nephew in 1986. Prior to his retirement, Mr. Blair served as a main board director of Smith & Nephew and as Group President in charge of that company's North American, South American and Japanese operations. Before joining Richards Medical Company, Mr. Blair served as Vice President of Marketing, Planning and Business Development for American Hospital Supply Corporation's International Pacific Division. He currently

serves on the boards of NuVasive Inc, a San Diego-based spinal company and Buckman Laboratories, Inc., a Memphis-based chemical company. He holds an M.B.A. (Finance) from the University of California, Los Angeles and a B.A. (Government) from Miami University in Oxford, Ohio.

Mitchell J. Blutt, M.D., 47, has been a director since August 2001. He was a Manager of DonJoy, L.L.C., the predecessor of the Company, from June 1999 to November 2001. He is Executive Advisor to J.P. Morgan Partners, LLC, and served as Executive Partner to such company, or its predecessor, Chase Capital Partners (CCP), from 1992 to 2003. J.P. Morgan Partners, LLC is the private equity organization within J.P. Morgan Chase & Co. Dr. Blutt was a General Partner of CCP from 1988 to 1992. Dr. Blutt earned his B.A. and M.D. from the University of Pennsylvania and received his M.B.A. at the Wharton School of the University of Pennsylvania from the Clinical Scholars Fellowship sponsored by the Robert Wood Johnson Foundation. He completed his medical residency at the New York Hospital/Cornell Medical School. He serves as a director of MedQuest Associates Inc. and Ryko Corp. He is an Adjunct Professor of Medicine at Weill Medical College and Graduate School of Medical Sciences of Cornell University. He also serves on the Board of the Michael J. Fox Foundation for Parkinson's Research. Dr. Blutt is a member of the Board of Trustees of the University of Pennsylvania and is also a member of the Board of Overseers of the University of Pennsylvania's School of Arts and Sciences and is a member of the Executive Committee and Board of Penn Medicine. He is also a member of the Finance Committee of Penn Medicine. He is also on the Board of the Brearley School. He formerly served on the Board of the National Venture Capital Association.

Continuing Directors in Class I (term expires in 2005):

Kirby L. Cramer, 67, has been a director since November 2001. He was a Manager of DonJoy, L.L.C., the predecessor of the Company, from December 1999 until November 2001. Mr. Cramer is a professional corporate director, having served as Chairman of five companies. He is Chairman Emeritus of Hazleton Laboratories Corporation (HLC), the world's largest contract biological and chemical research laboratory. The company was sold to Corning, Inc. in 1987 and is now Covance, Inc. He is also Chairman of the Board of The Harris Trust Company and Chairman of SonoSite, Inc., a medical device company, and a Chairman of Corus Pharma, a pharmaceutical company, Landec Corporation, a material sciences company, and Harris Bank, N.A., a Chicago, Illinois bank. Mr. Cramer served as Chairman of Kirschner Medical Corporation during its inception as a publicly traded company, and then as Chairman of the Executive Committee. He also served as the Senior Director of Immunex, a biopharmaceutical company. Additionally, he is a Trustee Emeritus and Past President of Virginia's Colgate Darden Graduate School of Business Administration, former Chairman of the Major Gifts Committee of the University of Washington Foundation, and has served as Chairman of the Advisory Board of the School of Business Administration of the University of Washington. In 1997, Mr. Cramer received the University of Washington's Business School's Alumni Service Award. Mr. Cramer completed Harvard Business School's Advanced Management Program, received his M.B.A. degree from the University of Washington and obtained his B.A. degree from Northwestern University. He is a Chartered Financial Analyst and, in 1988, he received an honorary Doctor of Laws degree from James Madison University.

Leslie H. Cross, 53, has been the Chief Executive Officer, President and a director since August 2001. He served as the Chief Executive Officer and a Manager of DonJoy, L.L.C., the predecessor of the Company, from June 1999 until November 2001, and has served as President of dj Orthopedics, LLC, the Company's wholly-owned operating subsidiary, or its predecessor, the Bracing & Support Systems division of Smith & Nephew, Inc. (the "BASS Division") since June 1995. From 1990 to 1994, Mr. Cross held the position of Senior Vice President of Marketing and Business Development of the BASS Division. He was a Managing Director of two different divisions of Smith & Nephew, Inc. from 1982 to 1990. Prior to that time, he worked at American Hospital Supply Corporation. Mr. Cross

earned a diploma in Medical Technology from Sydney Technical College in Sydney, Australia and studied Business at the University of Cape Town in Cape Town, South Africa.

Lesley H. Howe, 59, has been a director since October of 2002. Mr. Howe has over 35 years of experience in accounting, finance and business management within a variety of industries. He was employed by KPMG Peat Marwick LLP, an international accounting and auditing firm from 1967 to 1997 and became an audit partner in that firm in 1974. He served as area managing partner/managing partner of the Los Angeles office from 1994 to 1997. After retiring from KPMG in 1997, Mr. Howe was an independent financial and business consultant advising clients on acquisition due diligence and negotiation strategies, as well as financing strategies. For the past two years, he has served as Chief Executive Officer at Consumer Networks LLC, a San Diego-based Internet marketing and promotions company. Mr. Howe also serves on the boards of directors of P.F. Chang's China Bistro and NuVasive, Inc., and Mr. Howe chairs the Audit Committee of the boards of these two companies.

Continuing Directors in Class II (term expires in 2006):

Charles T. Orsatti, 60, has been a director since August 2001 and served as Chairman of the Board of Directors from August 2001 until July 2002. He was a Manager of DonJoy, L.L.C., the predecessor of the Company, from June 1999 to November 2001. Since 1998, he has been the Managing Member of Orsatti and Partners, LLC (formerly, J.P. Morgan Fairfield Partners, LLC), a private equity firm with holdings exclusively in the Company. He is also the Managing Partner of Fairfield Capital Partners, Inc., a private equity fund with investments in securities, commercial real estate and business equity investments. From 1995 to 1998, Mr. Orsatti was a senior consultant to Chase Capital Partners (CCP), a predecessor of J.P. Morgan Partners, LLC. He had previously served as an advisor and business consultant to CCP since 1987. Until 1995, Mr. Orsatti was the Chairman and Chief Executive Officer of Fairfield Medical Products Corporation, a worldwide manufacturer of critical care products sold to hospitals and alternative care facilities. He previously held executive positions with British Oxygen Corporation, Johnson & Johnson, Coloplast, A/S Denmark and Air Products and Chemicals, Inc. Mr. Orsatti is a member of the Board of Directors of SRI/Surgical Express, Inc. and serves on the Compensation and Nominating Committees of that board. Mr. Orsatti earned a B.S. (Management and Marketing) from Pennsylvania State University. He also serves as a Vice-Chairman of Vitagen, Inc.

Lewis Parker, 62, has been a director since May 2003. Mr. Parker is also a director of Interpore International, Inc., where he has served since 2001. From 2000 to 2001, he was a director and Chief Financial Officer of American Osteomedix, a company founded in 1999 to engage in the market for minimally invasive spine surgery. American Osteomedix was sold to Interpore in 2001. Mr. Parker began his experience in the orthopedic business in 1991 when he joined Kirschner Medical Corporation as its Senior Vice President and Chief Financial Officer. He was later named President for all of Kirschner's orthopedic operations. Kirschner was sold to Biomet, Inc. in 1994. Prior to Kirschner, Mr. Parker was President and Chief Executive Officer of ProScience Corporation, a company he founded to engage in the application of high technology biology to veterinary diagnostics. From 1976 to 1987 he served as a Vice President of Hazleton Laboratories Corporation where he began as Chief Financial Officer and later became President of the American laboratory subsidiary. Mr. Parker is currently a principal in Lochinvar, LLC, an organization engaged in turn around consulting, and in Parkwood, LLC, a venture investing firm. Mr. Parker received a B.S. degree in engineering from Lehigh University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Committees of the Board of Directors and Meetings

Board of Directors. During 2003, the Board met seven times and acted by written consent three times. During 2003, each director attended at least 75% percent of the aggregate of all Board meetings and meetings of committees on which such director served. Standing committees of the Board consist

of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

�� The Nominating and Corporate Governance Committee evaluates each year the independence of the members of the Board under the listing standards of the New York Stock Exchange ("NYSE") and applicable rules of the SEC. In connection with this evaluation, the Committee refers to the Director Independence Standards set forth in Exhibit A to this Proxy Statement. A majority of the members of the Board and all of the members of the standing committees must meet these independence standards. In addition, members of the Audit Committee must meet certain additional criteria to be considered independent for purposes of that committee. The Board has affirmatively determined that each of its directors, other than Messrs. Cross and Orsatti, has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is "independent" within the meaning of the Director Independence Standards and the NYSE listing standards currently in effect and approved by the SEC.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has three members, Jack R. Blair, who serves as Chairman, Mitchell Blutt and Les Howe, all of whom are independent under the rules of the NYSE and SEC. During 2003 and until his resignation from the Board in March 2004, Benjamin Edmands served on the Committee. The Committee was formed in 2003 and met twice during that year. The purpose of the Committee is to evaluate and recommend candidates for election as directors, make recommendations concerning the size and composition of the Board of Directors, develop and implement the Company's corporate governance policies, develop specific criteria for director independence, and assess the effectiveness of the Board of Directors. The Committee has adopted a written charter governing its activities, and a copy of the charter is appended to this Proxy Statement as Exhibit B.

In evaluating and determining whether to nominate a candidate for a position on the Company's Board, the Committee will consider the criteria outlined in the Company's corporate governance guidelines, which include high professional ethics and values, relevant management and/or manufacturing experience and a commitment to enhance stockholder value. The Committee will also consider whether the candidate is independent of the Company under the NYSE and SEC rules. The Committee regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Committee from current Board members, stockholders, professional search firms, officers, or other persons. The Committee will review all candidates in the same manner regardless of the source of the recommendation. The Committee will consider stockholder recommendations of candidates when the recommendations are properly submitted. After review and deliberation of all feedback and data, the Committee makes its recommendation to the Board of Directors for approval as a director nominee.

Any stockholder recommendations which are submitted should include the candidate's name and qualifications for Board membership and should be addressed to:

Corporate Secretary
dj Orthopedics, Inc.
2985 Scott Street
Vista, California 92081

For the purposes of potential candidates to be considered at the 2005 annual stockholder meeting, the Corporate Secretary must receive this information by not earlier than December 1, 2004 and not later than December 31, 2004. The notice must set forth the candidate's name, age, business address, residence address, principal occupation or employment, the number of shares beneficially owned by the candidate, and information that would be required to solicit a proxy under federal securities law. In

addition, the notice must include the nominating stockholder's name, address, and the number of shares beneficially owned (and the period they have been held).

Compensation Committee. Messrs. Cramer (who acts as Chairman), Blair and Parker are the current members of the Compensation Committee, all of whom are independent under the rules of the NYSE and SEC. Mr. Orsatti served as a member of the Compensation Committee during 2003, and he resigned from the Committee in February 2004 as a result of the independence requirements of the NYSE. During 2003, the Compensation Committee met five times and acted by written consent three times. The Compensation Committee recommends compensation for the Company's executive officers and grants options and stock awards under the Company's stock option plans. The Compensation Committee has approved a written charter governing its activities, and copy of that is appended to this proxy statement as Exhibit C.

Audit Committee. Messrs. Howe (who acts as Chairman), Cramer and Parker are the current members of the Audit Committee. The Audit Committee met nine times during 2003. The Audit Committee appoints the independent accountants who audit the Company's financial statements and approves the fees for such accountants. The Committee also provides assistance to the board in fulfilling its legal and fiduciary obligations in matters involving the Company's accounting, auditing, financial reporting, internal control and legal compliance functions. The Audit Committee has revised the written charter governing its activities, and a copy of the new charter is appended to this Proxy Statement as Exhibit D.

The Board of Directors has determined that all Audit Committee members are independent within the meaning of applicable NYSE and SEC rules and are financially literate under the current listing standards of the NYSE. The Board also determined that Lesley Howe and Lewis Parker qualify as "audit committee financial experts" as defined in the rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002.

Executive Sessions. The non-management directors hold executive sessions on a periodic basis and not less than two times per year. In 2003 the non-management directors held two such executive sessions. In addition, the non-management directors will hold executive sessions of only independent directors at least once annually. In accordance with the Company's Corporate Governance Guidelines, Jack R. Blair, the Chairman of the Board, will preside at these meetings.

Compensation of Board of Directors

Directors, other than the chairman, who are not employed by the Company receive compensation for services on the Company's Board of Directors of $20,000 per year, plus $1,000 for each Board and Committee meeting attended. The Chairman of the Board receives an annual fee of $80,000 and does not receive the per meeting fee or an additional fee for serving as Chairman of the Nominating and Corporate Governance Committee. The Chairman of the Audit Committee receives an additional fee of $10,000 per year, and the Chairman of the Compensation Committee receives an additional $5,000 per year. All directors are reimbursed for out-of-pocket expenses incurred in connection with their service on the Board.

The Company has adopted the dj Orthopedics, Inc. 2001 Non-Employee Director Stock Option Plan (the "Plan"). Members of the Board of Directors who are neither employed by the Company (or by a subsidiary of the Company) nor serving on the Board as representatives of J.P. Morgan DJ Partners, LLC, are eligible for the grant of options under the Plan. The Plan, provides that each eligible director will automatically receive an option grant covering 30,000 shares of common stock on the date on which such director joins the Board. In addition, each such eligible director will receive an automatic grant of options for 15,000 shares on the date of each annual meeting of the stockholders of the Company that occurs more than 12 months after such director was first elected to the Board. The

Plan also permits an eligible director to elect to receive options under the Plan in lieu of the annual cash retainer for such director for service on the Board. The Board shall determine the number of shares subject to an option received in lieu of the annual cash retainer, and such an option shall be on the terms and conditions as provided for other options granted under the Plan. A total of 1,500,000 shares of the Company's common stock have been reserved for issuance under the Plan. The purchase price of shares covered by an option granted under the Plan is the fair market value (as defined in the Plan) of the Company's common stock on the date of grant of the option. Generally, fair market value is defined as the closing selling price for such stock in the public trading market on the date of the grant. Each option granted under the Plan, as amended by the first amendment to the plan at the 2002 annual stockholders meeting becomes exercisable in full on the first anniversary of the date on which it was granted. Options granted prior to the first amendment vest over a three-year period, with one-third of the shares vesting on each of the first three anniversary dates of the grant date.

Communication with the Board

The Board of Directors have established a procedure for receiving communications from stockholders of the Company. Stockholders may communicate with the Board of Directors by sending a letter to the dj Orthopedics, Inc. Board of Directors, c/o Corporate Secretary, 2985 Scott Street, Vista, California 92081. The Corporate Secretary has the authority to disregard inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. If deemed an appropriate communication, the Corporate Secretary will submit the correspondence to the Chairman of the Board or to any specific committee or director to whom the correspondence is directed.

Corporate Governance Documents

The Company's corporate governance documents, including the Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating and Corporate Governance Committee Charter, are available, free of charge, on the Company's website atwww.djortho.com. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement. The Company will also provide copies of these documents, free of charge, to any stockholder upon written request to:

Investor Relations Department
dj Orthopedics, Inc.
2985 Scott Street
Vista, California 92081

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has appointed the firm of Ernst & Young LLP, certified public accountants, as independent accountants to audit the accounts of the Company and its subsidiaries for the fiscal year ending December 31, 2004. Ernst & Young LLP has audited the accounts and records of the Company and its subsidiaries since 1998. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and will have the opportunity to make a statement if they desire. They also will be available to answer appropriate questions. If the stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider its appointment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS, WHICH IS DESIGNATED AS PROPOSAL 2 ON THE ENCLOSED PROXY CARD.

Ernst & Young LLP acts as the principal auditor for the Company and provides certain other services as described below.

Audit Fees. Fees for audit services totaled approximately $350,000 in both 2003 and 2002, respectively, including fees associated with the annual audit, the reviews of the Company's quarterly reports on Form 10-Q, review of financial information presented in the Company's Current Report on Form 8-K covering the acquisition of the bone growth stimulation device business of OrthoLogic Corp., the Company's post-effective amendment to its registration statement in connection with its outstanding senior subordinated notes and the Company's shelf registration statement on Form S-3 filed in December 2003.

Audit-Related Fees. Fees for audit-related services totaled approximately $295,000 and $100,000 in 2003 and 2002, respectively. Audit-related services included due diligence procedures performed in connection with the acquisition of the bone growth stimulation device business of OrthoLogic Corp in 2003, and other potential acquisitions in 2002.

Tax Fees. Fees for tax services totaled approximately $50,000 and $400,000 in 2003 and 2002, respectively, and principally included services for tax compliance and tax planning.

All Other Fees. Fees for all other services not included above totaled approximately $3,000 in 2003 principally including fees for accounting research software. There were no fees paid in 2002 in this category.

Fee Approval Policy. All of the foregoing fees charged by Ernst & Young LLP were approved in accordance with the fee approval policy of the Audit Committee. For services that are scheduled in advance, the Audit Committee approves such fees at least quarterly. Any services required that were not scheduled or that will involve fees in excess of those scheduled require approval by the full Committee in advance or if no Committee meeting is scheduled before the services are required, the fees are subject to the pre-approval of the Chairman of the Audit Committee. Approvals by the Chairman are reviewed by the full Committee at its next meeting.

AUDIT COMMITTEE INFORMATION

The following "Report of Audit Committee" shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference.

Report of Audit Committee

The Audit Committee acts under a written charter adopted and approved by the Board of Directors, and has recently revised its existing charter, as well as its processes and procedures, to conform to the rules adopted by the SEC and the NYSE in response to various provisions of the Sarbanes-Oxley Act of 2002. All of the members of the Audit Committee satisfy the independence requirements for members of such committee established by the SEC and the NYSE, and are financially literate in the in the judgment of the Board of Directors. Two of the members, Messrs. Howe and Parker, qualify as "audit committee financial experts" under applicable SEC rules.

The Audit Committee is responsible for appointing the independent accountants and approving their fees. In addition, the Committee assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent accountants are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with accounting standards generally accepted in the United States and to issue a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.

In this context, the Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication With Audit Committees) as currently in effect.

In addition, the Audit Committee has discussed with the independent auditors the auditors' independence from the Company and its management, including the matters in the written disclosures and the letter from the independent auditors required by the Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees). The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Ernst & Young LLP, and has concluded that the provision of such services is compatible with maintaining the independence of the Company's auditors.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, for filing with the SEC. The Audit Committee also reappointed, subject to stockholder ratification, Ernst & Young LLP as the Company's independent auditors for 2004 and the Board of Directors concurred in such reappointment.

Respectfully submitted,

Lesley H. Howe (Chairman)
Lewis Parker
Kirby L. Cramer

EXECUTIVE COMPENSATION

The following table sets forth summary information on the compensation earned during 2003 and the preceding two years for services rendered in all capacities by the Company's Chief Executive Officer and each of the Company's four other most highly compensated executive officers (the "Named Executive Officers") whose salary and bonuses for 2003 exceeded $100,000.

Summary Compensation Table

		Annual Compensation(1)
Name and Position		Annual Compensation(1)						Stock Option Grants (No. of Shares)	All Other Compensation(3)
Name and Position	Year	Salary		Bonus		Other(2)		Stock Option Grants (No. of Shares)	All Other Compensation(3)
Leslie H. Cross Chief Executive Officer, President	2003 2002 2001	$	322,505 310,658 289,502	$	203,027 75,000 —	$	2,218 2,095 3,703	109,500 50,000 —	$	— 49,456 —
Vickie L. Capps(4) Senior Vice President,Finance, Chief Financial Officer and Treasurer	2003 2002	$	252,024 110,041	$	134,114 70,000		— —	43,500 160,000	$	32,968 —
Luke T. Faulstick(5) Senior Vice President, Operations	2003 2002 2001	$	204,608 171,383 92,727	$	108,633 48,000 25,000	$	3,950 2,404 990	46,500 60,000 23,785	$	— 64,690 —
Donald M. Roberts(6) Vice President, General Counsel and Secretary	2003 2002	$	207,000 17,250	$	107,590 18,000		— —	43,500 60,000		— —
Louis T. Ruggiero(7) Senior Vice President, Sales and Marketing	2003	$	91,598	$	47,580		—	100,000	$	102,578

(1): Amounts shown include cash earned and received by executive officers as well as amounts earned but deferred at the election of these officers under the Company's 401(k) Plan.
(2): Amounts in this column consist of matching contributions made by the Company under its 401(k) Plan. They do not include the dollar value of certain perquisites the recipient received as personal benefits. Although such amounts cannot be determined precisely, the Company has concluded that the aggregate amount thereof does not exceed as to any of the Named Executive Officers the lesser of $50,000 or 10% of the total salary and bonus paid to such individual for 2003.
(3): For Mr. Cross, consists of payments by Smith and Nephew, the Company's former parent, representing the gain on stock options in Smith and Nephew stock exercised and sold by Mr. Cross. For Ms. Capps, represents the forgiveness of a loan, as required by its terms, from the Company made at the time of hiring. For Mr. Faulstick, consists of reimbursement of relocation expenses. For Mr. Ruggiero, consists of a signing bonus made at the time he joined the Company.
(4): Ms. Capps joined the Company in July 2002.
(5): Mr. Faulstick joined the Company in June 2001.
(6): Mr. Roberts joined the Company in December 2002.
(7): Mr. Ruggiero joined the Company in August 2003.

Stock Option Grants in 2003

The following table sets forth information regarding options to purchase shares of the Company's common stock granted to the Named Executive Officers during 2003. The Company has no outstanding stock appreciation rights.

	Individual Grants(1)
	Number of securities underlying options granted	Percent of total options granted to employees in 2003					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (2)
Name				Exercise price ($ /sh)		Expiration date
Name				Exercise price ($ /sh)		Expiration date	5%		10%
Leslie H. Cross	34,500 75,000	2.0 4.4	%	$	7.24 25.30	5/29/2013 12/9/2013	$	157,085 1,193,328	$	398,085 3,024,126
Vickie L. Capps	13,500 30,000	* 1.7			7.24 25.30	5/29/2013 12/9/2013		61,468 477,331		155,772 1,209,651
Luke T. Faulstick	13,500 3,000 30,000	* * 1.7			7.24 13.90 25.30	5/29/2013 10/7/2013 12/9/2013		61,468 26,255 477,331		155,772 66,459 1,209,651
Donald M. Roberts	13,500 30,000	* 1.7			7.24 25.30	5/29/2013 12/9/2013		61,468 477,331		155,772 1,209,651
Louis T. Ruggiero	100,000	5.8			10.55	8/22/2013		663,484		1,681,398

*: Less than 1%
(1): All options were issued under the 2001 Omnibus Plan.
(2): The potential realizable value listed in the table represents hypothetical gains that could be achieved for the options if exercised at the end of the option term. These gains are based on assumed annual rates of stock price appreciation of 5% and 10% compounded annually from the date the respective options were granted to their expiration date. The assumed 5% and 10% rates of appreciation are provided in accordance with rules of the SEC and do not represent the Company's estimate or projection of the Company's future stock value. Actual gains, if any, on option exercises will depend on the future performance of the Company's common stock and overall market conditions. The potential realizable value computation does not take into account federal or state income tax consequences of option exercises or sales of appreciated stock.

Aggregated Fiscal Year-End Option Values

The following table sets forth information regarding options held by each of the Named Executive Officers at December 31, 2003. Also reported are values of "in-the money" options that represent the positive spread between the respective exercise prices of outstanding stock options and $26.80, which

was the closing sales price of the Company's common stock on the New York Stock Exchange on December 31, 2003. None of the Named Executive Officers exercised any options in 2003.

	Number of common shares underlying unexercised options at December 31, 2003		Value of unexercised in-the-money options at December 31, 2003
Name
Name	Exercisable	Unexercisable	Exercisable		Unexercisable
Leslie H. Cross	205,385	147,000	$	3,669,703	$	1,640,445
Vickie L. Capps	40,000	163,500		942,400		3,136,260
Luke T. Faulstick	31,649	98,636		534,483		1,385,927
Donald M. Roberts	15,000	88,500		340,500		1,330,560
Louis T. Ruggiero	—	100,000		—		1,625,000

Equity Compensation Plan Information

The following table sets forth information regarding outstanding options and shares reserved for future issuance under all equity compensation plans of the Company as of December 31, 2003.

Plan Category	Number of Shares to be Issued Upon Exercise of Outstanding Options	Weighted Average Exercise Price of Outstanding Options		Number of Shares Remaining Available for Future Issuance (excluding shares reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by stockholders(1)	3,332,231	$	13.78	5,167,158	(2)
Equity compensation plans not approved by stockholders	—		—	—

Total	3,332,231	$	13.78	5,167,158

(1): Consists of four plans: 1999 Stock Option Plan, 2001 Omnibus Plan, 2001 Non-Employee Director Stock Option Plan, and 2001 Employee Stock Purchase Plan.
(2): On January 1, 2004, the number of shares reserved for issuance for 2004 increased automatically by 732,170 pursuant to the terms of the 2001 Omnibus Plan (providing for an annual increase of 3% of the Company's outstanding stock, or 549,128 shares in 2004) and the 2001 Employee Stock Purchase Plan (providing for an annual increase of 1% of the Company's outstanding stock, or 183,042 shares in 2004).

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is responsible for making recommendations to the Board of Directors regarding the compensation of and benefits provided to the Chief Executive Officer and reviewing and approving the compensation and benefits of the other executive officers of the Company. The Compensation Committee also develops the compensation philosophy of the Company and oversees the compensation and incentive plans and programs for employees.

General Compensation Policies

The Company competes in an aggressive and dynamic industry and, as a result, hiring and retaining quality employees are key factors to our success. The Compensation Committee believes that the compensation packages for executive officers should be designed to (1) attract and retain individuals of superior ability and managerial talent, (2) motivate executive officers to increase the Company's performance for the benefit of stockholders, and (3) reward executive officers for exceptional individual contributions to the achievement of the Company's business objectives. To these ends, the Company's executive compensation package consists of salary, variable annual cash compensation (bonus) and stock-based long-term incentive awards. The Company also provides a comprehensive package of employee benefits intended to be competitive in its industry.

Compensation Components

Cash Compensation

Base Salary. In general, the level of base salary is intended to provide appropriate base pay to executive officers of the Company taking into account their historical contribution to the Company's success, each person's unique value, overall performance of the executive team, and the recommendation of the Chief Executive Officer. To determine the general parameters for base salaries, a salary range is established annually for each position based on market data involving a broad market group and a selection of companies with comparable profiles. Base salary ranges are developed for executive officers with a midpoint of these ranges targeted to reflect the average of the market data. The Committee reviews the performance of the Chief Executive Officer and provides the Board with a recommendation on his base salary. The Committee evaluates the performance of the other executive officers, with input from the Chief Executive Officer, and establishes their base salaries.

Incentive Bonus. Each executive is assigned a target bonus in the beginning of each fiscal year which is expressed as a percentage of the executive's base salary. Target bonuses vary in relation to each executive's responsibilities. In setting target bonus levels, the Committee takes into account market data and other considerations the Committee determines in its sole discretion to be appropriate under the circumstances. For 2004, the target bonus for the Chief Executive Officer is 60% of base salary and for the other executive officers it is 50% of base salary. A portion of the target bonus can be earned on a quarterly basis if quarterly targets are met. The majority of the bonus is earned following the end of the fiscal year after the annual results are determined. Incentive bonuses are earned based on (1) the performance of the Company as a whole, based on the achievement of specific financial and operating objectives, which in 2003 and 2004 were and are targeted results for operating income, and (2) the achievement of individual objectives, as well as the Committee's subjective assessment of the executives' individual performances. In addition, 25% of the amount of operating income in excess of targeted results is reserved as an overachievement pool for additional bonuses. The operating income targets for 2003 were met. In light of this and other strategic accomplishments in 2003, the Chief Executive Officer and each of the other executive officers who had been with the Company for all of 2003 received the full target bonus plus a discretionary amount above the target bonus.

Long-Term, Equity-Based Incentive Awards

The goal of the Company's long-term, equity-based incentive awards is to align the interests of each executive officer with those of the stockholders and provide each individual with a significant incentive to manage the Company from the perspective of a stockholder with an equity stake in the business. The Company is currently utilizing stock options under its 2001 Omnibus Plan for its long-term incentives. Employees must remain employed by the Company for a fixed period of time in order for the options to vest fully. Typically, the options vest over a four-year period at the rate of 25% per year. All options granted in 2003 were granted at an exercise price of 100% of the closing price of the stock on the date of grant, and options granted in the future are planned to be granted on the same basis. Executive officers of the Company may also participate at their sole discretion in the Company's 2001 Employee Stock Purchase Plan.

The size of the equity based awards to each executive officer is designed to create a meaningful opportunity for stock ownership. In granting equity based awards, the Committee takes into account such factors as it determines to be appropriate under the circumstances, including without limitation the officer's current position with the Company, internal comparability with awards made to other Company executives and in similarly situated companies, the officer's current level of performance, the officer's long-term value to the Company and the extent of the executive's equity ownership in the Company. The Compensation Committee also takes into account the number of vested and unvested options held by the officer in order to maintain an appropriate level of equity incentive for that individual.

All of the stock options granted in the year ended December 31, 2003 were approved by the Compensation Committee.

Chief Executive Officer Compensation

Leslie H. Cross has served as the Chief Executive Officer of the Company or its predecessors since 1995. The compensation payable to Mr. Cross during 2003 was determined by the Board of Directors upon the recommendation of the Compensation Committee. Mr. Cross' base salary was set at a level which the Compensation Committee felt would be competitive with the base salary levels in effect for chief executive officers at comparable companies within the industry. During 2003, Mr. Cross' annual salary was $325,000. Mr. Cross was eligible to earn a bonus of up to a maximum of 50% of his base salary based on the achievement of 2003 Company financial objectives. The Company did achieve these objectives, and Mr. Cross was awarded a bonus of $203,027, consisting of the full target bonus plus an additional amount of approximately 10% of his base salary as a discretionary bonus grant. Mr. Cross received stock option grants under the 2001 Omnibus Plan in 2003 for a total of 109,500 shares.

Mr. Cross' current base annual salary is $365,000. Based on an understanding of relevant compensation information, the Compensation Committee believes that the cash compensation currently paid to the Company's Chief Executive Officer is fixed at a level which is reasonable in relation to the amounts paid to other chief executive officers with comparable qualifications, experience, responsibilities and proven results at other companies of similar size and similar industries.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to certain of the Company's executive officers, to the extent that compensation exceeds $1.0 million per covered officer in any year. The limitation applies only to compensation which is not considered to be performance-based. The non-performance based compensation paid in cash to the Company's executive officers for 2003 did not exceed the $1.0 million limit per officer, and the Compensation Committee does not anticipate that the non-performance based compensations to be paid in cash to the Company's executive officers for 2004 will exceed that limit. The Company's 2001

Omnibus Plan has been structured so that any compensation deemed paid in connection with the exercise of stock option grants made under that plan with an exercise price equal to fair market value of the option shares on the grant date will qualify as performance-based compensation which will not be subject to the $1.0 million limitation. Other types of equity-based awards which may be granted under that plan may also be structured so as to qualify as performance based compensation. Because it is unlikely that the cash compensation payable to any of the Company's executive officers in the foreseeable future will approach the $1.0 million limit, the Compensation Committee has decided at this time not to take any action to limit or restructure the elements of cash compensation payable to the Company's executive officers. The Compensation Committee will reconsider this decision should the individual cash compensation of the other executive officers approach the $1.0 million threshold.

It is the opinion of the Compensation Committee that the executive compensation policies and plans provide the necessary total remuneration program to properly align the Company's performance and the interests of the Company's stockholders through the use of competitive and equitable executive compensation in a balanced and reasonable manner, for both the short and long-term.

		Respectfully submitted,
		Kirby L. Cramer (Chairman) Lewis Parker Jack R. Blair

Compensation Committee Interlocks and Insider Participation

During 2003, the Compensation Committee consisted of Kirby L. Cramer, Chairman, Charles T. Orsatti and Jack R. Blair. In the first quarter of 2004, Mr. Orsatti resigned from the committee and Lewis Parker was appointed to replace him. None of the current members of the Company's Compensation Committee is an officer or employee of the Company, and no such member serves as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving as members of the Company's Board of Directors or Compensation Committee.

Mr. Orsatti served as Chairman of the Board of the Company from August 2001 to July 2002. He is the managing member of Orsatti and Partners, LLC. (formerly, J.P. Morgan Fairfield Partners, LLC) and he received an annual consulting fee from the Company until June 2002, as more fully described under "Certain Relationships and Related Party Transactions—Transactions with Affiliates."

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Loans to Executive Officers

The Company received full recourse promissory notes from the Company's Chief Executive Officer, Leslie H. Cross and from another member of senior management, Michael R. McBrayer, as partial consideration for their purchase of common units of DonJoy, L.L.C., the predecessor of the Company, in June 1999, July 2000 and June 2001. Mr. McBrayer was an executive officer when these notes were issued. He resigned from his role as an executive officer in December 2003, but he continues to participate as a senior member of the management of the Company. The initial principal amount of these notes was $1,363,863.67 in the case of Mr. Cross and $283,316 in the case of Mr. McBrayer. Each of the notes matures on the seventh anniversary of its issue date and bears interest at the rate of 5.30% per annum in the case of the notes issued in 1999, 6.62% per annum in the case of the notes issued in 2000 and 5.25% per annum in the case of the notes issued in 2001. Each note permits the management investor to increase the principal amount due under the note by the amount of a scheduled interest payment (the PIK Option). If the management investor elects the PIK Option, the principal amount of this note is increased by the amount of the scheduled interest payment and interest accrues on the principal amount of the note as so increased. The notes issued in June 1999 were amended in June 2000 to include the PIK Option. As a result of this amendment, the principal amount of each June 1999 note was increased to reflect the amount of accrued and unpaid interest from June 30, 1999 to June 28, 2000. The notes of each management investor are secured by all of the common stock of the Company acquired by that management investor in the transactions that gave rise to the notes. At December 31, 2003, the aggregate principal amount and accrued interest of the notes outstanding was $1,703,781 in the case of Mr. Cross and $340,759 in the case of Mr. McBrayer. These amounts also represented the largest amounts outstanding in 2003 to each of these management investors as a result of the PIK Option discussed above.

Mr. McBrayer paid the entire balance of principal and accrued interest on his notes in February 2004 and the notes have been canceled.

Transactions with Affiliates

The Company previously entered into an arrangement with Orsatti and Partners, LLC (Formerly, J.P. Morgan Fairfield Partners, LLC) an entity controlled by Charles T. Orsatti, a member of the Board of Directors of the Company, for the provision of financial advisory services. This arrangement provided for an annual fee of $250,000. The Company made three annual payments of $250,000, and the arrangement was terminated in 2002.

J.P. Morgan Chase Bank, an affiliate of JPMDJ and JPMP (23A SBIC), was the agent and a lender under the Company's bank credit facility entered into in 1999 (the "prior facility"). The prior facility was replaced with a new credit agreement in November 2003, and the remaining balance of approximately $15.5 million on the prior facility was repaid. J.P. Morgan Chase bank is not participating in the new arrangement. Based on J.P. Morgan Chase Bank's percentage participation in the prior facility, the Company estimates that the amount of interest and fees paid to the bank totaled $0.2 million in 2003. J.P. Morgan Chase Bank also received its pro rata portion of a $20.0 million prepayment made by the Company under the prior facility in 2003. In addition, J.P. Morgan Chase Bank received its pro rata portion, totaling $18.5 million, of the net proceeds from the Company's November 2001 initial public offering used to repay borrowings under the revolving credit portion of the prior facility. J.P. Morgan Chase Bank also holds $8.7 million principal amount of the Company's outstanding $75 million principal amount of 12⁵/8% subordinated notes, and said bank received interest payments in 2003 totaling $1.1 million.

COMPANY STOCK PRICE PERFORMANCE

The above graph illustrates the Company's cumulative total return to stockholders (change in stock price plus reinvested dividends) from November 15, 2001, the date on which the common stock commenced trading on the NYSE, through December 31, 2003, relative to the performance of the NYSE Composite Index and the Standard & Poor's Health Care Equipment Index ("S&P Health Care Index"). The graph assumes an investment of $100 on November 15, 2001 and the reinvestment of all dividends paid since that date. The Company has never paid cash dividends on its common stock. The comparisons in the graph are required by the SEC and are not intended to forecast or be indicative of possible future performance of the Company's common stock.

	dj Orthopedics, Inc.		NYSE Composite Index		S&P Health Care Index
November 15, 2001	$	100.00	$	100.00	$	100.00
December 31, 2001		87.21		101.73		113.19
March 31, 2002		52.46		103.56		111.50
June 30, 2002		53.77		91.94		99.93
September 30, 2002		25.05		77.65		94.07
December 31, 2002		24.66		81.56		101.57
March 31, 2003		25.64		77.16		101.20
June 30, 2003		71.87		89.80		115.73
September 30, 2003		91.48		92.06		119.94
December 31, 2003		175.74		105.05		133.36

STOCKHOLDER PROPOSALS

Stockholders may present proposals for inclusion in the proxy statement and form of proxy to be used in connection with the 2005 Annual Meeting of Stockholders of the Company, provided such proposals are received by the Company no later than December 31, 2004 and are otherwise in compliance with applicable laws and regulations. If a stockholder notifies the Company in writing prior to March 15, 2005 that he or she intends to present a proposal at the Company's 2005 Annual Meeting of Stockholders, the proxy holders designated by the Board of Directors may exercise their discretionary voting authority with regard to the stockholder's proposal only if the Company's proxy statement discloses the nature of the stockholder's proposal and the proxyholder's intentions with respect to the proposal. If the stockholder does not notify the Company by such date, the proxy holders may exercise their discretionary voting authority with respect to the proposal without such discussion in the proxy statement.

The Company's Amended By-laws also establish an advance notice procedure with respect to stockholder proposals and director nominations. If a stockholder wishes to have a stockholder proposal considered at the Company's next annual meeting, the stockholder must give timely notice of the proposal in writing to the Secretary of the Company. To be timely, a stockholder's notice of the proposal must be delivered to or mailed and received at the executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the previous year's annual meeting. The notice must provide information as required by the Amended By-laws. A copy of these by-law requirements will be provided upon request in writing to the Secretary of the Company at its principal executive offices.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who beneficially own more than 10% of the common stock of the Company, to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of beneficial ownership ("Forms 3") and reports of changes in beneficial ownership of common stock and other equity securities of the Company ("Forms 4"). Executive officers, directors and greater than 10% stockholders of the Company are required by Securities and Exchange Commission regulations to furnish to the Company copies of all Section 16(a) reports that they file. Based on a review of the copies of such reports furnished to the Company and written representations from the Company's directors and executive officers, all Section 16(a) filing requirements applicable to its executive officers, directors and greater than 10% beneficial owners were complied with for the fiscal year ended December 31, 2003, except for the following instance:

On October 7, 2003, Luke T. Faulstick, Senior Vice President, Operations of the Company was granted an option for 3,000 of shares of common stock under the Company's 2001 Omnibus Plan. A Form 4 relating to that grant was filed on March 19, 2004. Under the rules of the SEC, the Form 4 was due October 9, 2003.

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before the Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, however, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their judgment of the best interests of the Company.

The Company's Annual Report to Stockholders for the fiscal year ended December 31, 2003 is being mailed to all stockholders of record with this Proxy Statement. The Annual Report to Stockholders does not constitute, and should not be considered, a part of this proxy solicitation material.

A copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the SEC, is available without charge upon written request to:

Investor Relations Department
dj Orthopedics, Inc.
2985 Scott Street
Vista, California 92081

Any stockholder or stockholder's representative who, because of a disability, may need special assistance or accommodation to allow him or her to participate at the Annual Meeting, may request reasonable assistance or accommodation from the Company by contacting dj Orthopedics, Inc., 2985 Scott Street, Vista, California 92081, or at (760) 727-1280. To provide the Company sufficient time to arrange for reasonable assistance or accommodation, please submit all requests by May 12, 2004.

Whether you intend to be present at the Annual Meeting or not, we urge you to return your signed proxy promptly.

		By Order of the Board of Directors,

		Donald M. Roberts Secretary

Exhibit A

Director Independence Standards

The Board of Directors ("Board") of dj Orthopedics, Inc. has established the following guidelines to assist it in determining director independence. These guidelines are based on the listing standards of the New York Stock Exchange ("NYSE") for assessing the independence of members of the Board generally, and they do not include certain additional independence standards that apply to members of the Audit Committee of the Board. For purposes of these guidelines, the "Company" shall mean dj Orthopedics, Inc. and each of its subsidiaries.

(a)

A director will not be independent if, within the preceding three years:

(i): the director was employed by the Company;
(ii): an immediate family member of the director was employed by the Company as an executive officer;
(iii): the director or an immediate family member of the director received more than $100,000 per year in direct compensation from the Company (other than Board or committee fees or pension or deferred compensation for prior service that is not contingent on continued service);
(iv): the director was affiliated with or employed by the Company's independent auditor;
(v): an immediate family member of the director was affiliated with or employed by the Company's independent auditor in a professional capacity;
(vi): an executive officer of the Company was on the compensation committee of the board of directors of a company that concurrently employed the director or employed an immediate family member of the director as an executive officer; or
(vii): an organization of which the director is currently an executive officer or employee, or of which an immediate family member of the director is currently an executive officer, did or does business with the Company and that organization makes payments to, or receives payments from, the Company in an amount which exceeds, in any single year, the greater of $1 million or 2% of such organization's consolidated gross revenues.

(b) For a director to be considered "independent" even after meeting the above guidelines, the Board must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. For this purpose, a relationship in which a director is an executive officer or employee of, or consultant to, another organization that owns, or its affiliates own, a common stock interest in the Company will not, in and of itself, be considered to be a material relationship that would impair a finding of independence. In addition, relationships with charitable organizations to which the Company contributes will be examined by the Board each year, and any such relationships deemed material under the NYSE listing standards or otherwise will be considered in the evaluation of a director's independence and for possible proxy statement disclosure.

(c) The identification of "immediate family members" and the calculation of "consolidated gross revenues" as such terms are used in these guidelines, as well as the application of the three-year look-back rule, shall be made pursuant to the provisions of the NYSE listing standards.

A-1

Exhibit B

dj Orthopedics, Inc.

Nominating and Corporate Governance Committee Charter

Status

The Nominating and Corporate Governance Committee (the "Committee") is a committee of the Board of Directors (the "Board") of dj Orthopedics, Inc. (the "Company"). The Board adopted this Nominating and Corporate Governance Committee Charter on February 26, 2004.

Membership

The members of the Committee are appointed by the Board and may be removed by the Board in its discretion. The Committee shall consist of a minimum of two directors all of whom in the judgment of the Board shall be independent in accordance with the listing standards of the New York Stock Exchange.

Purpose

The purpose of the Committee is to assist the Board in (i) identifying qualified individuals to become members of the Board, (ii) selecting the nominees for election as directors for the next annual meeting of stockholders, (iii) selecting candidates to fill any vacancies on the Board, (iv) determining the composition of the Board and its committees, (v) monitoring a process to assess the effectiveness of the Board, its committees and management, (vi) developing and implementing the Company's corporate governance principles, and (vii) other responsibilities as may be delegated to it by the Board from time to time consistent with the Company's Bylaws.

Authority

The Committee shall have the authority, as necessary and appropriate, to retain outside counsel and any other advisors to assist the Committee in performing its duties to the Company. The Committee shall have sole authority to retain and terminate any search firm engaged to assist in identifying possible nominees to the Board and to approve the fees and other retention terms for such search firms. Any decision made by the Committee within the scope of the powers and responsibilities delegated to it hereunder shall be made at the Committee's discretion and shall not require Board approval. The Committee shall have the authority to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company's certificate of incorporation, bylaws, corporate governance guidelines, applicable law and rules of the New York Stock Exchange.

Responsibilities

The Committee shall have the following principal duties and responsibilities:

1.: Develop, recommend and periodically review with the Board a set of corporate governance principles, including such policies and procedures with respect to the nomination of directors and other governance matters as may be required by, or required to be disclosed pursuant to, rules promulgated by the Securities and Exchange Commission.
2.: Review the responsibilities and functions of the senior officers of the Company and make recommendations on changes in such responsibilities and functions.
3.: Annually review with the Company's Chief Executive Officer the job performance of elected corporate officers and other senior executives.

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4.: Review and make recommendations to the Board concerning the appropriate size, functions and needs of the Board.
5.: Establish the criteria for Board membership, which criteria should cover, among other things, experience, skill set and the ability to act on behalf of stockholders.
6.: Recruit, interview and conduct appropriate and necessary background and qualification reviews of candidates to fill new positions on the Board; recommend nominees to the Board for approval by the Board and the stockholders.
7.: Evaluate questions of possible conflicts of interest of Board members and of senior executives of the Company.
8.: Make recommendations to the Board with respect to the members of the various committees of the Board.
9.: Make recommendations on the structure of Board meetings.
10.: Review the outside activities of the Company's senior executive officers to ensure that such officers are devoting the requisite time and energy to the performance of their responsibilities to the Company.
11.: Periodically review with the Company's Chief Executive Officer the succession plans relating to positions held by elected corporate officers, and make recommendations to the Board with respect to the selection of individuals to occupy these positions.
12.: Evaluate the performance of the Board.
13.: Annually evaluate its own performance and provide the Board with any recommended changes in committee policies or procedures.
14.: Regularly report to the Board on the Committee's activities.

Meetings

The Committee shall meet periodically as it deems necessary to fulfill its responsibilities. The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for meeting. The Committee may establish its own rules and procedures for notice and conduct of meetings so long as they are not inconsistent with the Company's bylaws. Attendance at the meetings by directors who are not members shall be at the Committee's discretion, and the Committee may include in its meetings members of Company's management or other persons whose presence the Committee believes to be desirable and appropriate. Only Committee members shall have the power to vote on matters coming before the Committee.

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Exhibit C

dj Orthopedics, Inc.

Compensation Committee Charter

Status

The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board") of dj Orthopedics, Inc. (the "Company"). The Board adopted this Compensation Committee Charter on February 26, 2004.

Membership

The Committee shall consist of at least three members of the Board each of whom shall (i) meet the independence requirements of the New York Stock Exchange listing standards and any other applicable laws, rules and regulations governing independence, as determined by the Board; (ii) qualify as "non-employee directors" as defined under Section 16 of the Securities Exchange Act; and (iii) qualify as "outside directors" under Section 162(m) of the Internal Revenue Code. Members of the Committee and the Committee Chair shall be appointed by the Board on the recommendation of the Nominating and Governance Committee and may be removed by the Board in its discretion.

Purpose

The Committee is responsible for approving the compensation structure for executive management, making recommendations to the Nomination and Governance Committee for Board compensation, and advising the Board on the adoption of policies that govern the Company's compensation programs.

Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to obtain advice and assistance, as needed, from internal or external legal, accounting, and search firms and/or other advisors The Committee shall have sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO and senior executive compensation, including sole authority to approve the consultant's fees and other retention terms. Any decision made by the Committee within the scope of the powers and responsibilities delegated to it hereunder shall be made at the Committee's discretion and shall not require Board approval. The Committee shall have the authority to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company's certificate of incorporation, bylaws, corporate governance guidelines, applicable law and the rules of the New York Stock Exchange.

Responsibilities

Subject to the provisions of the Corporate Governance Guidelines, the Committee shall have the following principal duties and responsibilities:

1.: Develop the Compensation Philosophy of the Company and annually review the Philosophy for competitiveness.
2.: Annually review and determine corporate goals and objectives relevant to the CEO compensation, evaluate the CEO's performance in light of those goals and objectives and provide a report thereon to the Board.
3.: Annually review and approve the salaries, bonus, and other compensation for all corporate officers, provided that, as to the CEO, the Committee will recommend appropriate salary,

C-1

bonus and other compensation to the Board for approval by the independent directors. The Committee is not precluded from approving or recommending awards as may be required to comply with applicable tax laws, such as Section 162(m) of the Internal Revenue Code.

4.: In consultation with external compensation specialists, annually review the competitiveness of the Company's executive and Board compensation programs. In reviewing these programs, the Committee will seek to ensure alignment of the interests of the executive team and the board with stockholders. The Committee will make recommendations to the Board regarding Board Compensation.
5.: Approve any incentive compensation plans, equity based plans or other compensation plans in which officers and directors are eligible to participate.
6.: In consultation with outside counsel, monitor the disclosure regarding compensation matters in the Company's proxy statement. Produce a Committee report on executive compensation for inclusion in the Company's proxy statement.
7.: Review and approve compensation packages for new corporate officers and termination packages for corporate officers. Review and approve employment agreements, severance arrangements and change in control agreements and provisions when, and if appropriate.
8.: Review and approve awards and grants under the Company's stock option plan currently in effect. Annually report to the Board on share usage and dilution.
9.: Conduct an annual review of the Committee's performance, periodically assess the adequacy of its charter and recommend changes to the Board as needed.
10.: Regularly report to the Board on the Committee's activities.

Meetings

The Committee shall meet periodically as it deems necessary to fulfill its responsibilities. The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agenda for meeting. The Committee may establish its own rules and procedures for notice and conduct of meetings so long as they are not inconsistent with the Company's bylaws. Attendance at the meetings by directors who are not members shall be at the Committee's discretion, and the Committee may include in its meetings members of Company management or other persons whose presence the Committee believes to be desirable and appropriate. Only Committee members shall have the power to vote on matters coming before the Committee.

C-2

Exhibit D

dj Orthopedics, Inc.

Audit Committee Charter

Status

The Audit Committee ("Committee") is a committee of the Board of Directors (the "Board") of dj Orthopedics, Inc. ("Company"). This Audit Committee Charter was adopted on April 22, 2004

Membership

The Committee shall consist of no fewer than three members of the Board. Each Committee member shall be financially literate as determined by the Board in its business judgment or must become financially literate within a reasonable period of time after his or her appointment to the Committee. Members of the Committee are not required to be engaged in the accounting and auditing profession and, consequently, some members may not be expert in financial matters, or in matters involving auditing or accounting. However, at least one member of the Committee shall have accounting or related financial management expertise as determined by the Board in its business judgment. In addition, either at least one member of the Committee shall be an "audit committee financial expert" within the definition adopted by the Securities and Exchange Commission ("SEC") or the Company shall disclose in its periodic reports required pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") the reasons why at least one member of the Committee is not an "audit committee financial expert."

Each Committee member shall satisfy the independence requirements of the New York Stock Exchange and Exchange Act Rule 10A-3(b)(1). No Committee member may simultaneously serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and such determination is disclosed in the Company's annual proxy statement.

The members of the Committee, including the Chair of the Committee, shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Committee members may be removed from the Committee, with or without cause, by the Board.

Purpose

The purpose of the Committee is to assist the Board with its oversight responsibilities regarding: (i) the integrity of the Company's financial statements and the financial reporting process; (ii) the Company's compliance with legal and regulatory requirements; (iii) the independent auditor's qualifications and independence; and (iv) the performance of the Company's internal audit function and independent auditor. The Committee shall prepare the report required by the rules of the SEC to be included in the Company's annual proxy statement.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated to the Committee in this Charter or by delegation from the Board shall be exercised and carried out by the Committee as it deems appropriate without the requirement of Board approval.

The Committee's responsibility is limited to oversight. It is not the responsibility of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosure are complete and accurate and are in accordance with generally accepted accounting principles and applicable laws, rules and regulations. These are the responsibilities of management, the internal

D-1

auditor (or others responsible for the internal audit function, including contracted non-employee or audit or accounting firms engaged to provide internal audit services) (the "internal auditor") and the independent auditor. However, the Committee shall act to set the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical behavior.

Powers and Responsibilities

Interaction with the Independent Auditor

1. Appointment and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor shall report directly to the Committee.

2. Pre-Approval of Services. Before the independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services, the Committee shall pre-approve the engagement. Committee pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee regarding the Company's engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Committee is informed of each service provided and such policies and procedures do not include delegation of the Committee's responsibilities under the Exchange Act to the Company's management. The Committee may delegate to one or more designated members of the Committee the authority to grant pre-approvals, provided such approvals are presented to the Committee at a subsequent meeting. If the Committee elects to establish pre-approval policies and procedures regarding non-audit services, the Committee must be informed of each non-audit service provided by the independent auditor. Committee pre-approval of non-audit services (other than review and attest services) also will not be required if such services fall within available exceptions established by the SEC.

3. Independence of Independent Auditor. The Committee shall, at least annually, review the independence and quality control procedures of the independent auditor and the experience and qualifications of the independent auditor's senior personnel that are providing audit services to the Company. In conducting its review:

(i) The Committee shall obtain and review a report prepared by the independent auditor describing (a) the auditing firm's internal quality-control procedures and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues.

(ii) After reviewing the foregoing report and the independent auditor's work throughout the year, the Committee shall evaluate the auditor's qualifications, performance and independence. Such evaluation should include the review and evaluation of the lead partner of the independent auditors and take into account the opinions of management and the Company's personnel responsible for the internal audit function.

(iii) The Committee shall discuss with the independent auditor its independence from the Company, and obtain and review a written statement prepared by the independent auditor describing all relationships between the independent auditor and the Company, and consider the impact that any relationships or services may have on the objectivity and independence of the independent auditor.

D-2

(iv) The Committee shall confirm with the independent auditor that the independent auditor is in compliance with the partner rotation requirements established by the SEC.

(v) The Committee shall consider whether the Company should adopt a rotation of the annual audit among independent auditing firms.

(vi) The Committee shall, if applicable, consider whether the independent auditor's provision of any permitted information technology services or other non-audit services to the Company is compatible with maintaining the independence of the independent auditor.

4.: Annual Financial Statements and Annual Audit—Meetings with Management, the Independent Auditor and the Internal Auditor.

(i) The Committee shall meet with management, the independent auditor and the internal auditor in connection with each annual audit to discuss the scope of the audit, the procedures to be followed and the staffing of the audit.

(ii) The Committee shall review and discuss with management and the independent auditor: (A) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (B) any analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including analyses of the effects of alternative GAAP methods on the Company's financial statements; (C) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company's financial statements; and (D) the clarity of the disclosure in the financial statements.

(iii) The Committee shall review and discuss the annual audited financial statements and disclosures with management and the independent auditor, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations", prior to SEC filing.

5. Separate Meetings with the Independent Auditor.

(i) The Committee shall review with the independent auditor any problems or difficulties the independent auditor may have encountered during the course of the audit work, including any restrictions on the scope of activities or access to required information or any significant disagreements with management and management's responses to such matters. Among the items that the Committee should consider reviewing with the independent auditor are: (A) any accounting adjustments that were noted or proposed by the auditor but were "passed" (as immaterial or otherwise); (B) any communications between the audit team and the independent auditor's national office respecting auditing or accounting issues presented by the engagement; and (C) any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditor to the Company. The Committee shall obtain from the independent auditor assurances that Section 10A(b) of the Exchange Act has not been implicated.

(ii) The Committee shall discuss with the independent auditor the report that such auditor is required to make to the Committee regarding: (A) all accounting policies and practices to be used that the independent auditor identifies as critical; (B) all alternative treatments within GAAP for policies and practices related to material items that have been discussed among management and the independent auditor, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (C) all other material written communications between the independent auditor and management of the Company.

D-3

(iii) The Committee shall discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees," as then in effect.

6. Recommendation to Include Financial Statements in Annual Report. The Committee shall, based on the review and discussions in paragraphs 4(iii) and 5(iii) above, and based on the disclosures received from the independent auditor regarding its independence and discussions with the auditor regarding such independence pursuant to subparagraph 3(ii) above, determine whether to recommend to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year subject to the audit.

7. Quarterly Financial Statements. The Committee shall review and discuss the quarterly financial statements and disclosures with management and the independent auditor, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations", prior to SEC filing.

Internal Audit

8. Appointment. The Committee shall review the appointment and replacement of the internal auditor.

9. Separate Meetings with the Internal Auditor. The Committee shall meet periodically with the Company's internal auditor to discuss the responsibilities, budget and staffing of the Company's internal audit function and any issues that the internal auditor believes warrant audit committee attention. The Committee shall discuss with the internal auditor any significant reports to management prepared by the internal auditor and any responses from management.

Internal Control

10. The Committee shall review management's assessment of the effectiveness of internal control over financial reporting as of the end of the most recent fiscal year and the independent auditors' report on management's assessment.

11. The Committee shall discuss with management, the internal auditors, and the independent auditors the adequacy and effectiveness of internal control over financial reporting, including any significant deficiencies or material weakness identified by management of the Company in connection with its required quarterly certifications under Section 302 of the Sarbanes-Oxley Act. In addition, the Committee shall discuss with management, the internal auditors, and the independent auditors any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, in the Company's periodic filings with the SEC.

Other Powers and Responsibilities

12. The Committee shall discuss with management and the independent auditor the Company's earnings press releases (with particular focus on any "pro forma" or "adjusted" non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee's discussion in this regard may be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which the Company may provide earnings guidance.

13. The Committee shall discuss with management and the independent auditor any related-party transactions brought to the Committee's attention which could reasonably be expected to have a material impact on the Company's financial statements.

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14. The Committee shall discuss with management and the independent auditor any correspondence from or with regulators or governmental agencies, any employee complaints or any published reports that raise material issues regarding the Company's financial statements, financial reporting process, accounting policies or internal audit function.

15. The Committee shall discuss with the Company's General Counsel or outside counsel any legal matters brought to the Committee's attention that could reasonably be expected to have a material impact on the Company's financial statements.

16. The Committee shall discuss with management the Company's policies with respect to risk assessment and risk management including financial, legal and regulatory. The Committee shall discuss with management the Company's significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures.

17. The Committee shall set clear hiring policies for employees or former employees of the Company's independent auditor.

18. The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee shall also establish procedures for the confidential and anonymous submission by employees regarding questionable accounting or auditing matters.

19. The Committee, through its Chair, shall report regularly to, and review with, the Board any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, including the Company's Code of Business Conduct and Ethics and programs for monitoring compliance therewith, the performance and independence of the Company's independent auditor, the performance of the Company's internal audit function or any other matter the Committee determines is necessary or advisable to report to the Board.

20. The Committee shall at least annually perform an evaluation of the performance of the Committee and its members, including a review of the Committee's compliance with this Charter.

21. The Committee shall at least annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.

Meetings and Procedures

The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company's bylaws that are applicable to the Committee.

The Committee shall meet at least once during each fiscal quarter and more frequently as the Committee deems desirable. The Committee shall meet separately, periodically, with management, with the internal auditor and with the independent auditor.

Attendance at the meetings by directors who are not members of the Committee shall be at the Committee's discretion, and the Committee may include in its meetings members of the Company's management, representatives of the independent auditor, the internal auditor, any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Only Committee members shall have the power to vote on matters coming before the Committee.

D-5

The Committee may retain any independent counsel, experts or advisors (accounting, financial or otherwise) that the Committee believes to be necessary or appropriate. The Committee may also utilize the services of the Company's regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any advisors employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee may conduct or authorize investigations into any matters within the scope of the powers and responsibilities delegated to the Committee.

D-6

PROXY

dj ORTHOPEDICS, INC.
2985 Scott St., Vista, California 92081
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 3, 2004

The stockholder(s) whose signature(s) appear(s) on the reverse side of this proxy form hereby appoint(s) Leslie H. Cross and Donald M. Roberts or either of them as proxies, with full power of substitution, and hereby authorize(s) them to represent and vote all shares of common stock which the stockholder(s) would be entitled to vote on all matters which may come before the Annual Meeting of Stockholders to be held at the headquarters of dj Orthopedics, Inc. located at 2985 Scott Street, Vista, California at 10:00 a.m. Pacific Daylight Time, on Thursday, June 3, 2004, or at any adjournment(s). The proxies shall vote subject to the directions indicated on the reverse side of this card and the proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting and at any adjournment or postponement thereof. The proxies will vote as the Board of Directors recommends where a choice is not specified.

The nominees for director are: Jack R. Blair and Mitchell J. Blutt, M.D.

(To Be Signed on Reverse Side)

Address Change/Comments (Mark the corresponding box on the reverse side)

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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE PROPOSALS.						Mark here for Address Change or Comments		o
						PLEASE SEE REVERSE SIDE

		FOR ALL	WITHHOLD FOR ALL			FOR	AGAINST	ABSTAIN
1.	Election of directors Nominees: 01 Jack R. Blair 02 Mitchell J. Blutt, M.D.	o	o	2.	Ratification of Ernst & Young LLP as independent auditors of dj Orthopedics, Inc. and its subsidiaries for the fiscal year ending December 31, 2004.	o	o	o
INSTRUCTION: To withhold authority to vote for any individual nominee or nominees, write the names on the space provided below.

					I PLAN TO ATTEND THE ANNUAL MEETING			o
					Please complete, sign, date and mail the enclosed Proxy in the accompanying envelope even if you intend to be present at the meeting. Returning the Proxy will not limit your right to vote in person or to attend the Annual Meeting, but will ensure your representation if you cannot attend. If you hold shares in more than one name, or if your stock is registered in more than one way, you may receive more than one copy of the proxy material. If so, please sign and return each of the proxy cards that you receive so that all of your shares may be voted. The Proxy is revocable at any time prior to its use.

Signature			Signature		Date
(Note: Please sign above exactly as the shares are issued. When shares are held by joint tenants, both must sign. When signing as attorney, executor, administrator, trustee or guardian, please give the full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.)

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QuickLinks

YOUR VOTE IS IMPORTANT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL 1—ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF MR. BLAIR AND DR. BLUTT TO THE BOARD OF DIRECTORS
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS, WHICH IS DESIGNATED AS PROPOSAL 2 ON THE ENCLOSED PROXY CARD.
AUDIT COMMITTEE INFORMATION
Report of Audit Committee
EXECUTIVE COMPENSATION
Summary Compensation Table
REPORT ON EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
COMPANY STOCK PRICE PERFORMANCE
STOCKHOLDER PROPOSALS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
OTHER MATTERS
Exhibit A Director Independence Standards
Exhibit B dj Orthopedics, Inc. Nominating and Corporate Governance Committee Charter
Exhibit C dj Orthopedics, Inc. Compensation Committee Charter
Audit Committee Charter

DJO Opco (DJO) Inactive DEF 14ADefinitive proxy