Our continuing directors and our Board’s diversity is set forth in the following charts and in the Board matrices at page 11.

We have a highly diverse workforce-by gender, race or ethnicity, and education. Over half of our employees have at most a high school degree. Additionally, we do not have a mandatory retirement age because we think human beings do not have an expiration date when it comes to their abilities. Many of our employees have tenures with us ranging from 10 to 40 years. Our employees enjoy competitive wages, educational opportunities, and health and retirement benefits.

Our stockholders will also transact such other business as may properly come before the meeting.

Incorporation to provide for exculpation of officers as permitted by Delaware law, and the advisory vote to approve our executive officer compensations are considered “non-routine” items, which means that your broker cannot vote your shares on these items without your direction.

Mr. Spaulding, age 59,60, has been a director since February 2006 and has been a private investor since May 2008. Prior to May 2008, Mr. Spaulding was the President of Worldwide Commercial Operations of Abbott Vascular and a Vice President and corporate officer of Abbott Laboratories, which he joined in April 2006 upon its acquisition of Guidant Corporation’s vascular intervention assets. Between 2005 and April 2006, Mr. Spaulding served as the President of International Operations of Guidant Corporation, a medical device manufacturer, and also served on the Guidant Management Committee from 2002 until 2005. From 2003 to 2005, he was the President of Europe, Middle East, Africa, and Canada of Guidant Corporation. From 2000 to 2003, Mr. Spaulding served as President of Guidant Corporation’s cardiac surgery business. Mr. Spaulding holds a Master of Science degree in Biomedical Engineering and a Bachelor of Science degree in Mechanical Engineering from the University of Miami. Mr. Spaulding’s over 21 years of healthcare experience, including service as an officer of publicly-held companies with medical device operations, his knowledge of regulatory and operational matters affecting the development and marketing of medical devices, and his educational background enable Mr. Spaulding to bring a valuable and unique perspective to our Board.

Because we have a relatively small number of directors, our Board of Directors has determined, and has adopted a resolution providing, that nominees for election to the Board will be selected by a majority vote of the directors meeting the Nasdaq independence requirements. Accordingly, our Board does not have a separate nominating committee or a nominating committee charter. In accordance with resolutions adopted by the Board, in selecting nominees for election as directors our Board, with the assistance of our Corporate Governance Committee, will reviewreviews and evaluateevaluates candidates submitted by directors, management, and our stockholders. Stockholders who would like to suggest qualified candidates for selection by our independent directors as nominees of our Board of Directors should provide written notification thereof to the Secretary of the Company at our principal executive offices and include the candidates’ qualifications. In considering possible nominees, our independent directors are to take into account the following:

each director should be an individual of the highest character and integrity;

each director should have substantial experience that is relevant to our Company;

each director should have sufficient time available to devote to the affairs of the Company; and

each director should represent the best interest of our stockholders.

Our Board strongly believes that having directors with diverse backgrounds, business experience, and skills is invaluable to the Company. Under our nominating process, when we are seeking new candidates for our Board, we consider the needs of the Company, taking into account the skills, perspectives, and attributes of our current directors, and then seek to identify those individuals who meet those needs. Our current directors have diverse backgrounds, including substantial experience in medical device, industrial, engineering, financial, and energy companies. Throughout mostDuring the latter part of 2022,2023, 40% of our independent directors were people of color or women. Maria Sainz,A female who joined our Board in 2021 resigned from the Board in

having women who bring both professional depth and personal perspectives is critical to our growth, we undertook a search for a female to succeed her. On September 20, 2023 Ms. Bankes was elected to and are committedjoined our Board, restoring the composition of our independent directors to bringing another female director onto our Board.40% people of color or women. Our policy is for all possible nominees to be reviewed in the same manner, regardless of whether they have been submitted by stockholders, directors, or management.

The matricesmatrix below setsets forth the self-identified gender identity and demographic diversity attributes of each of our directors as of January 31, 20232024 and as of January 31, 20222023 in the format prescribed by the Nasdaq listing rules.

Our Bylaws provide for a majority voting standard for the election of directors in an uncontested election, which is an election in which the number of nominees equals the number of directors to be elected.

corporate governance guidelines if the Corporate Governance Committee deems them appropriate for the Company; and

proposed changes to the charter of the Corporate Governance Committee.

The Board has a policy encouraging each director to attend, if practicable, our annual meetings of stockholders. FourThree of our sixfive directors who were serving at the time of the 20222023 annual meeting attended that meeting. Due to COVID-19 travel restrictions and safety concerns, two of our directors were not present for the meeting.

Our Board has adopted a Code of Business Conduct, (the “Codeor Code of Conduct”)Conduct, that requires all directors, officers, and employees to adhere to the Code of Conduct in addressing legal and ethical issues encountered in conducting their work. The Code of Conduct is intended to:

All directors, officers, and employees are required to complete compliance training on the Code of Conduct and certain other subjects.

Our Audit Committee has adopted our Audit Committee Whistleblower Policy setting forth procedures for the submission of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters. The reporting is to be on a confidential basis to the Audit Committee, and retaliation is prohibited.

We have stock ownership guidelines that apply to our directors, executive officers, and designated officers of the Company and its subsidiaries. Each non-employee director is required to own shares of our common stock with a market value of at least $300,000$500,000 within threefive years of the date of election to the Board of Directors, except that non-employee directors who elect to receive at least 25% of the cash portion of their annual cash retainers in shares of our common stock under the Non-Employee Director Stock Purchase Plan or in stock units under the Non-Employee Director Deferred Compensation Plan and continue such

We are dedicated to maintaining a safe and healthful working environment, demonstrating environmental leadership, and meeting or exceeding regulatory compliance.requirements.

We have long managed our business in a way that promotes respect for the environment, for our communities, for our customers, and for our employees because saving lives is the purpose of almost everything we make. As our performance over the last 2324 years demonstrates, we have done so in a manner that proves that our focus on social responsibility and sustainability has helped create a profitable company.

For example, we have not engagedWe encourage, value, and leverage the differences in offshore manufacturing in low labor-cost countries where all too often companies discover that laborpeople and safety practices are disregarded. By operating allperspectives to make our Company and our industry better. Excellent employee engagement and active feedback allows for continuous improvement to our Company’s culture, cultivating our environment of our manufacturing facilities in the United States, we are able to continually ensure we are doing the right thing legally and ethically. This also allows us to offer greater employment opportunities in our communities. We proudly employ many individuals who have come from difficult circumstances that have the effect of disqualifying them from being hired at many companies.long-tenured, loyal employees. We have a highly diverse workforce-by gender, race and ethnicity, and education. Approximately 49% of our employees are women, and approximately 49%47% are racially or ethnically diverse. Approximately 55% of our employees have a high school diploma or less and 45% have some college or more. Additionally, we do not have a mandatory retirement age because we think human beings do not have an expiration date when it comes to their abilities and contributions.age. Approximately 30%31% of our employees have been with us 10 or more years, with almost 100approximately 87 employees having been with us over 20 years. Our employees enjoy competitive wages, educational opportunities, and health and retirement benefits.

We continue practicing environmental stewardship throughpractice responsible use of materials and consumption of energy. We work hard to reduce carbon emissions by shortening our supply chain. For example, we estimate 90% of our sourcing was domestic in 2022.2023. We focus on monitoring and reducing energy and material waste and are consistently seeking ways to reduce, reuse, and recycle materials such as plastics, pallets, and cardboard in our facilities. One of our facilities is powered by carbon-free nuclear energy with backup power from hydroelectric plants. We are also investing in solar energy at this facility. Another of our facilities receives one third of its power from wind resources. The Company is completingWe recently completed an expansion of its Florida facility. The addition isone of our sites designed to minimize environmental impact through several initiatives,by including incorporating an energy saving, reflective roof, well insulated wall panels, and other energy savings designs. The new production area at the facility has been constructed with a focus on sustainability. We expect power consumption in the new area will be reduced by features that exceed recognized energy-saving standards, including in the building’s overall electrical design, the advanced insulating materials used for the roof and building panels, zoned temperature and lighting controls, and the reworkingrework of existingolder building areas to reduce theminimize our carbon footprint of the new construction.footprint.

We are committed to conducting business in a lawful and ethical manner and the protecting human rights. To that end, we have adopted a Supply Chain Policy for Conflict Minerals in recognition of the

This Compensation Discussion and Analysis is designed to explain our philosophy and objectives underlying our compensation program, the elements of our compensation program for our executives, the processes we follow in setting compensation, and the determinations related to our executive compensation for 2022. We recognize that the2023. The medical device industry is very competitive, and our executive compensation program is intended to attract, retain, and motivate executives who lead our business and to align their interests with the long-term interests of our stockholders. The principal elements of our program are base salaries, annual cash incentive bonuses, and long-term incentives in the form of equity awards. We also provide our Non-Qualified Deferred Compensation Plan, or NQDC Plan, for the benefit of certain of our highly-compensated employees, including our executive officers. We believe that our program provides appropriate incentives to our executives to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions. Our compensation program is designed to reward our executive officers for high level corporate performance.

The key financial highlights for 20222023 and 20212022 are as follows:

In determining our annual incentive compensation for our executive officers for 2022,2023, we took into account thespecified financial, performance in that year summarized above as well as the continuing challenges faced by our executive officers in 2022 resulting from the COVID-19 pandemic, including supply chain disruptions. Elements of the program are also intended to reward key employees for individual responsibilities, experience, performance,operational, and capacity to influence our results.strategic performance-based goals. We provide limited perquisites for our executive officers. We have stock ownership guidelines that are intended to help ensure that our present and future executive officers, as well as certain other designated officers of the Company or our subsidiaries, acquire and maintain a meaningful equity stake in the Company.

Our Compensation Committee reviews and makes recommendations to our Board of Directors for our executive officers’ base salaries, salary increases, and discretionary bonuses as well asand administers and determines the cash incentive bonuses for our executive officers who participate in our Short-TermAnnual Incentive Plan. Our Compensation Committee also administers our equity incentive programs and our NQDC Plan. Annually, the Compensation Committee reviews tally sheets to obtain an overview of total compensation of our executive officers. These tally sheets identify the annual compensation for each of our executive officers in previous years, including base salaries, cash incentive bonuses, discretionary cash bonuses, equity awards, benefits, and perquisites. Each executive officer’s tally sheet also shows the amount payable to that executive officer upon termination of employment under certain circumstances and details the executive officer’s equity ownership, including stock owned free of restrictions, restricted stock, restricted stock units, and stock options.

From time to time, directors who are not members of the Compensation Committee and executive officers attend meetings, or parts of meetings, of the Compensation Committee at the Committee’s invitation. Although the Compensation Committee generally does not delegate the authority to make equity awards, annually for the past several years it has delegated to Mr. David Battat the authority to grant awards, at any time and from time to time at his discretion, of restricted stock units within specified limits to employees of the Company who are not officers of the Company or its subsidiaries at the vice-president level or above,

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The Compensation Committee has the final authority to engage and terminate the engagement of any compensation consultant that it retains. AtSince 2023, the request of our Compensation Committee we engaged Mercer, a global consulting firm, for a number of years, generally at two-year intervals, to provide a range of information regarding the types and levels of compensation of executive officers. This information provided us with a general sense of compensation practices in the medical device industry. Our Compensation Committee used this information to assist the Committee in formulating its recommendations to our Board of Directors regarding compensation components and levels for our executive officers. Most recently, Mercer was engaged in early 2022 at the request of the Committee to provide market compensation data for executive officers and a review of non-employee director compensation. Earlier this year, the Compensation Committeehas engaged FW Cook as its external compensation consultant. The services provided, or to be provided, by FW Cook include the following:

The terms of FW Cook’s engagement include reporting directly to the Chair of the Compensation Committee. The Compensation Committee has evaluated FW Cook’s independence pursuant to the listing standards of Nasdaq and the relevant SEC regulations and has determined that no conflict of interest has arisen as a result of the work performed by FW Cook.

Base salaries, annual cash incentive bonuses, and long-term incentives in the form of equity awards are the principal components of our compensation program. Additional elements are our health insurance plan, retirement benefits under our Section 401(k) Savings Plan, or 401(k) Plan, and limited perquisites. We utilize these forms of compensation because we believe they are necessary or helpful in achieving the objectives of our compensation program. Base salaries are designed to attract and retain executive officers and other key employees and are intended to be at competitive levels and to provide our executive officers and other key employees a level of assured cash compensation commensurate with their positions within the Company. Annual cash incentive bonuses and equity awards are intended to reward executive officers and other key employees and to provide incentives for superior results by us and for individual responsibility and performance. Equity awards also are intended to align the interests of our executive officers and other key employees with the interests of our stockholders.stockholders and to promote the growth and profitability of the Company. The combination of these components is designed to compensate employees fairly for the services they provide on a regular basis. Generally, the Compensation Committee analyzes the individual performance of our executive officers, with input from Mr. Emile Battat and, when appropriate, from Mr. David Battat.

FormulaIn 2023, on the recommendation of our Compensation Committee, the Board of Directors approved and adopted the Annual Incentive Plan. The purpose of the Annual Incentive Plan is to help us attract and retain employees, including named executive officers, by providing a competitive cash bonuses are provided in our employment agreement with Mr. Emile Battat and in ourbonus program that rewards outstanding performance. The Annual Incentive Plan replaces the Short-Term Incentive Plan. Compensation Plan adopted in 2013 for awards granted in 2023 and thereafter.

Pursuant to his employment agreement, Mr. Emile Battat is entitled to annual cash bonuses equal to a fixed percentage of year-to-year increases inthe Annual Incentive Plan, our operating income. This arrangement was determined based on our Compensation Committee’s discussions with him a number of years ago. Over the past several years, our other executive officers have beenand salaried employees of the Company and our subsidiaries are eligible to be selected to receive compensation based on attainment of certain performance goals. The administrator of the Annual Incentive Plan, or Administrator, is our Compensation Committee or its delegee which will determine the individuals that may participate in the Annual Incentive Plan, select the period for which performance is calculated, and received cash bonuses under, our Short-Term Incentive Plan. establish performance goals for each participant.

In addition, on the recommendation of our Compensation Committee and approval by our Board of Directors, our executive officers may also receive discretionary cash bonuses. However, none of our executive officers is paid a fixed or guaranteed annual cash bonus. We endeavor to structure our compensation program so that our base salaries and annual cash bonus opportunities are adequate to attract and retain key employees. In addition, we seek to provide sufficient long-term equity compensation to motivate our executive officers and other key employees to focus on our performance over the long term.

The Company, after reviewing and discussing our compensation program with the Compensation Committee of our Board, believes that our compensation program is balanced and does not motivate or encourage unnecessary or excessive risk taking because of, in part, the following:

Because of the above, we believe that our employee compensation program appropriately balances risk and the desire to focus employees on short-term goals as well as long-term goals important to the Company’s success and does not promote excessive risk taking.

Long-term equity-based compensation is an integral part of our total compensation package. It is intended to align the interests of our executive officers and other key employees with the interests of our stockholders in focusing on long-term growth and stock performance. In 2021, the Board adopted, and our stockholders approved, our 2021 Equity Plan, thereby enabling us to continue making equity awards in the form of stock options, restricted common stock, restricted stock units, deferred stock units, stock appreciation rights, performance awards, dividend equivalents, and other stock-based awards to our employees, non-employee directors, and consultants. We review the costs and benefits to us from the various forms of long-term compensation. In selecting the form of awards, we take into account factors such as that stock options will have little or no value if we do not have increased profitability and increases in the market price of our stock and that restricted stock and restricted stock units may continue to have value, though possibly reduced, if our profitability declines and the market price of our stock does not increase or even declines. Generally, no stock option or stock appreciation right may be amended to decrease the exercise or grant price thereof, be cancelled in conjunction with the grant of any new stock option or stock appreciation right with a lower exercise or grant price, or otherwise be subject to any action that would be treated, under generally accepted accounting principles,GAAP, as a “repricing” of such stock option or stock appreciation right, unless the stockholders of the Company provide prior approval.

Our current policy on equity awards provides that equity awards, other than in connection with new hires or unusual circumstances, will be made at the meeting of our Compensation Committee held in conjunction with our annual stockholders meeting, which usually is held each May, and on the tenth business day immediately following the last day of each “blackout period,” as defined in the Company’s Insider Trading Policy. Those equity awards are to be made only at meetings of the Compensation Committee, including telephonic meetings, and not through actions by written consent. In 2022,2023, the Compensation Committee did not make anymade two equity awards to Ms. Ferguson, each in the form of restricted stock units. Ms. Ferguson, as mentioned above, began serving as our executive officers.Vice President and Chief Financial Officer, Secretary, and Treasurer in March 2023.

Our NQDC Plan allows a select group of key management or highly compensated employees of the Company and our subsidiaries, including our executive officers, to defer income under a nonqualified plan.

We provide customary benefits to our executive officers, including health insurance and life and disability insurance, as a part of our total compensation package. Our employees, including our executive officers, are also eligible to participate in our 401(k) Plan. Under that plan, we make matching contributions of up to 3.5% of a participant’s eligible compensation. Our executive officers are fully vested in our matching contributions. Perquisites are not a significant component of compensation for our executive officers.

On June 21, 2022,As previously reported, Mr. Strickland notified the Company that he intended to retireretired effective March 3, 2023. In connectionHis retirement agreement with the Company that was entered into in July 2022 required Mr. Strickland’s announcementStrickland to continue working for us until March 3, 2023 and to support the transition of his retirement,duties and responsibilities as an officer of the Company and our subsidiaries to other executives, and to perform such other duties, as directed by our Chief Executive Officer. In consideration thereof, Mr. Strickland entered into an agreement pursuant to which Mr. Strickland receivedwas paid his annual base salary of $300,000 prorated through March 3, 2023, and on March 6, 2023 Mr. Strickland was paid the following: (i) all accrued and unpaid vacation pay; (ii) an incentive bonus of $550,000;$550,000 that was in lieu of any incentive bonus under the Company’s Short-Term Incentive Plan; and (iii) the deferred installment of his incentive bonus for 2021 in the amount of $112,500. In addition, on March 3, 2023, 131.72 restricted stock units previously granted to Mr. Strickland, together with dividend equivalents credited with respect to those restricted stock units, that were to vest on August 23, 2024 were accelerated, vested, and were converted into 135136 shares of our common stock that were delivered to him, andhim. Also, 466.34 restricted stock units previously granted to Mr. Strickland, together with dividend equivalents credited with respect to those restricted stock units, vested in accordance with the terms thereof that provided, among other things, for accelerated vesting in the event of Mr. Strickland’s retirement and were settled with a $295,000 cash payment to Mr. Strickland.

Section 162(m) of the Internal Revenue Code precludes a publicly-held corporation from taking a federal income tax deduction for compensation paid in excess of $1.0 million to certain of its executive officers. Although the Compensation Committee is cognizant of the limitations imposed by Section 162(m), the Committee believes that the primary purpose of our executive compensation program is to support the Company’s business strategy and the long-term interests of our stockholders. Therefore, the Compensation Committee maintains the flexibility to recommend or award compensation that may not be tax-deductible if doing so furthers the objectives of our executive compensation program.

The base salaries of our executive officers can be adjusted upwards and downwards, except in the case of Mr. Emile Battat whose base salary is fixed by his employment agreement, and discretionary bonuses can be awarded based on the individual performance of the executives as well as the performance of the Company or its units. Additionally, we can make equity awards to reward individual performance. We recognize that there may be circumstances when the individual responsibilities and performance of our executive officers or our corporate performance is so exceptional that a material increase in compensation would be appropriate. Likewise, we recognize that there could be a material downturn in our corporate performance, in which event we would consider reducing and, if appropriate, materially reducing compensation levels where permitted.