| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pat Beyer Promotion to Chief Operating Officer
Pat Beyer, President of International and Global Orthopedics, has been promoted to the newly created role of Chief Operating Officer of CONMED Corporation (the “Company”), effective on April 24, 2024. In this role, Mr. Beyer will take on additional responsibility for leading the Company’s commercial businesses, as well as Operations, Distribution, Regulatory Affairs / Quality Assurance, and Customer Excellence.
The provisions of Mr. Beyer’s existing Service Agreement remain in full force and effect subject to the following changes pursuant to Amendment Number 1 of Mr. Beyer’s Service Agreement (the “Amendment”):
| | • | | Mr. Beyer will be paid salary of £478,225 per annum (“Base Salary”). |
| | • | | Mr. Beyer’s target award opportunity under the Company’s short-term incentive program will be 80% of Base Salary. |
| | • | | In connection with his promotion, Mr. Beyer will receive a one-time equity award grant with a target value of $800,000. The grant value will be split 75% in options and 25% in performance share units (“PSUs”), which will be subject to the terms set forth in the applicable award agreement. |
| | • | | Mr. Beyer will be entitled to certain tax equalization benefits. |
The Amendment with Mr. Beyer is attached as Exhibit 10.1 and is incorporated herein by reference. The above descriptions are qualified in their entirety by reference to the terms of the Amendment, attached hereto as Exhibit 10.1.
Heather Cohen Transition to Special Advisor
Heather L. Cohen, Executive Vice President and Chief Human Resources and Legal Officer, has transitioned to a Special Advisor role with the Company commencing on April 20, 2024 and will serve as Special Advisor to the Company for the period April 20, 2024 through April 19, 2025.
Pursuant to a letter agreement (the “Letter Agreement”) between the Company and Ms. Cohen, in exchange for her agreement to provide advisory services, Ms. Cohen will receive the following compensation for the period of April 20, 2024 through April 19, 2025:
| | • | | Ms. Cohen will be paid salary of $668,226.50 in regular payroll installments and subject to applicable taxes and withholding. |
| | • | | Ms. Cohen will be eligible to continue to participate in the benefit plans for which Ms. Cohen has been eligible including, without limitation, participation in the Benefits Restoration Plan, the 401(k) Plan, and health and welfare benefits. |
In addition, subject to certain preconditions and satisfaction of her obligations set forth in the Letter Agreement, including a cooperation agreement, on April 20, 2026, Ms. Cohen will receive an additional payment of $334,113.25, which will also be subject to clawback in the event of a cooperation failure or recoupment outcome (each as defined in the Letter Agreement)
Ms. Cohen’s receipt of these payments and benefits, as well as the equity award treatment described in the following paragraph, is subject to her execution and non-revocation of a release of claims in favor of the Company, including any claims under the Company’s Executive Management Severance Plan and Severance Plan, and her cooperation and other agreements set forth in the Letter Agreement.
Ms. Cohen will remain subject to a non-competition restriction and non-solicitation obligations for one year following the termination of her service, as well as customary indefinite confidentiality and non-disparagement obligations. In addition, subject to Ms. Cohen’s continued service and compliance with the release requirement described above, equity awards previously granted to Ms. Cohen will vest in accordance with the
