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

Filed by the Registrant ☒x

Filed by a Party other than the Registrant ☐¨

Check the appropriate box:

¨Preliminary Proxy Statement

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

xDefinitive Proxy Statement

¨Definitive Additional Materials

¨Soliciting Material under §240.14a-12

Conformis, Inc.

(Name of Registrant as Specified In Its Charter)

ConforMIS, Conformis, Inc.

600 Technology Park Drive

Billerica, MA 01821

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Monday, April 30, 2018May 24, 2021

To the Stockholders of ConforMIS,Conformis, Inc.

The 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) of ConforMIS,Conformis, Inc., a Delaware corporation (the “Company”), will be held virtually on Monday, April 30, 2018,May 24, 2021, beginning at 4:30 p.m., Eastern time, attime.  If you plan to participate in the offices virtual meeting, please see the instructions on pages 1-5 of the Company, 600 Technology Park Drive, Billerica, Massachusetts 01821, United States. Proxy Statement. Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only to provide a safe experience for our stockholders and employees. Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for stockholders to attend. Stockholders may only participate online by logging in atwww.virtualshareholdermeeting.com/CFMS2021. The purpose of the meeting is to consider and act upon the following matters:

Only stockholders of record at the close of business on March 1, 201826, 2021 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via the internetInternet at www.proxyvote.com. The matters to be acted upon at the Annual Meeting are described in the Notice of Internet Availability of Proxy Materials that you receive in the mail. Please give the proxy materials your careful attention.

In addition to their availability at www.proxyvote.com, this proxy statement and our 20172020 annual report to stockholders are available for viewing, printing and downloading at ir.conformis.com.

Billerica, Massachusetts 

April 12, 2021

Your vote is important. Please vote.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 24, 2021:

This proxy statement and our 2020 annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at ir.conformis.com under the tabs “Financial Information” for viewing, downloading and printing.

To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/CFMS2021 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Stockholders may vote during the Annual Meeting by following the instructions available on the Annual Meeting Website.  Those without a control number may attend as guests of the Boardmeeting, but will not have the option to vote or ask questions during the virtual meeting. Online access to the webcast will open approximately 15 minutes prior to the start of Directors,the Annual Meeting. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before noon Eastern Time on May 23, 2021 and enter your control number.

Patricia A. Davis
Chief Legal Officer and General CounselAll stockholders—even if you plan on attending the Annual Meeting—are encouraged to vote their shares in advance online or, if you requested printed copies of the proxy materials, by phone or by mail, to ensure that your vote will be represented at the Annual Meeting. For more detailed information, see the section entitled “Voting Procedures” beginning on page 2 of this Proxy Statement. 

Billerica, Massachusetts
March 16, 2018

TABLE OF CONTENTS

CONFORMIS, INC.

600 Technology Park Drive

Billerica, MA 01821

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MONDAY, APRIL 30, 2018MAY 24, 2021

Information About the Annual Meeting and Voting

This proxy statement is furnished in connection with the solicitation of proxies by the boardBoard of directorsDirectors (the “board“Board of directors”Directors” or the “board”“Board”) of ConforMIS,Conformis, Inc. (“ConforMIS,Conformis,” “we” or “us”) for use at the 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Monday, April 30, 2018,May 24, 2021, beginning at 4:30 p.m., Eastern time, at the offices of the Company, 600 Technology Park Drive, Billerica, Massachusetts 01821, United States, and at any adjournment or postponement thereof. On March 1, 2018,Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only to provide a safe experience for our stockholders and employees.

Participation in the Annual Meeting

We aim to offer stockholders rights and participation opportunities during our virtual meeting that are comparable to those that have been provided at our past in-person Annual Meetings of Stockholders.

Stockholders of record as of the record date will be able to participate in the virtual meeting online, vote shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CFMS2021and entering the 16-digit control number included in the Notice of Internet Availability, voting instruction form, or proxy card. Only stockholders and proxy holders who enter a valid control number will be able to participate in the virtual Annual Meeting to submit questions and vote.

The live webcast of the Annual Meeting will begin promptly at 4:30 p.m. Eastern Time. We encourage you to access the webcast early, starting at approximately 4:15 p.m. Eastern Time, to allow yourself time to log in and test your computer. If you experience technical difficulties during the check-in process or during the meeting please call 844-986-0822 (toll free) or 303-562-9302 (international) for assistance. Consistent with our historical practice of taking questions from stockholders who attend the determinationAnnual Meeting in person, stockholders will be able to ask questions during the virtual Annual Meeting.

We will make an audio replay of stockholders entitledthe Annual Meeting available on the Conformis Investor Relations website shortly after the meeting.

Even if you plan to attend the Annual Meeting online, we encourage you to vote in advance of the Annual Meeting as described in this proxy statement, so that your vote will be counted if you later decide not to attend the Annual Meeting or you encounter technical difficulties. If you wish to submit your votes before the virtual Annual Meeting, then you do not have to vote at the Annual Meeting there were outstanding unless you wish to change your vote.

Attending the Annual Meeting as a Guest

If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. To attend as a guest, please visit www.virtualshareholdermeeting.com/CFMS2021and entitledenter the information requested on the screen to register as a guest. Please note that you will not have the ability to vote an aggregateor ask questions during the meeting if you participate as a guest.

Soliciting Proxies

The Board of 60,843,270 Directors is soliciting the proxy accompanying this proxy statement. Proxies may be solicited by officers, directors and employees of Conformis, none of whom will receive any additional compensation for their services. We have also retained MacKenzie Partners, Inc. (“MacKenzie Partners”) to solicit proxies. MacKenzie Partners may solicit proxies at a cost we anticipate will not exceed $10,000. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or the Internet. Conformis will pay persons holding shares of our common stock, par value $0.00001 per share (“common stock”). Each sharein their names or in the names of common stock entitlesnominees, but not owning shares beneficially, such as brokerage houses, banks and other fiduciaries, for the expense of forwarding solicitation materials to their principals. Conformis will pay all proxy solicitation costs.

Stockholders of record holder thereofat the close of business on March 26, 2021, will be entitled to vote during the Annual Meeting on the basis of one vote onfor each share held. On March 26, 2021, there were outstanding and entitled to vote an aggregate of the matters to be voted on at the Annual Meeting.182,428,111 shares of our common stock.

Voting Procedures

Your vote is important no matter how many shares you own.Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of four ways:

Uninstructed Shares

All proxies that are executed or are otherwise submitted over the internetInternet or by telephone will be voted on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders in accordance with the instructions set forth herein. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with the boardBoard of directors’Directors’ recommendations on such proposals as set forth in this proxy statement.

Changing your Vote

After you have submitted a proxy, you may still change your vote and revoke your proxy at any time prior to the Annual Meeting by doing any one of the following things:

Your attendance at the Annual Meeting alone will not revoke your proxy.

Beneficial Owners of Shares Held in Street Name

If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which we collectively refer to in this proxy statement as “brokerage firms,” your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokerage firms also offer the option of voting over the internetInternet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Because most brokerage firms are member organizations of the New York Stock Exchange or NYSE,(“NYSE”), the rules of the NYSE will likely govern how your brokerage firm would be permitted to vote your shares in the absence of instruction from you. Under the current rules of the NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The proposal to approve an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares thereunder (Proposal 3) and the ratification of Grant Thornton LLP as our independent registered public accounting firm (Proposal 2) is6) are considered to be a discretionary itemitems under the NYSE rules, and your brokerage firm will be able to vote your shares with respect to that proposal even if it does not receive instructions from you, so long as it holds your shares in its name. The election of class III directors (Proposal 1) is, the proposed amendment to our 2015 Plan (Proposal 2), the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (Proposal 4), and the recommendation, on a non-binding advisory basis, regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 5) are “non-discretionary” item,items, meaning that if you do not instruct your brokerage firm on how to vote with respect to Proposal 1,such proposals, your brokerage firm will not vote your shares with respect to that proposal and your shares will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

If your shares are held in street name, and you plan tomay attend the Annual Meeting in person, you must bring an account statement from your brokerage firm showing that you areby visiting www.virtualshareholdermeeting.com/CFMS2021. The meeting webcast will begin promptly at 4:30 p.m. Eastern Time. Online access to the beneficial ownerwebcast will open approximately 15 minutes prior to the start of the shares asAnnual Meeting to allow time for you to log in and test your system. The availability of online voting may depend on the voting procedures of the record date (March 1, 2018) in order to be admitted to the Annual Meeting. organization that holds your shares. To be able to vote your shares held in street name at the Annual Meeting, you will need to obtain a proxy cardcontrol number from the record holder of record.or your brokerage firm.

Votes Required to Approve a Proposal

The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

The following votes are required for approval of the proposals being presented at the Annual Meeting:

Proposal 1: To Elect Two Class III Directors. Votes may be cast: “FOR ALL” nominees, “WITHHOLD ALL” nominees or “FOR ALL EXCEPT” those nominees noted by you on the appropriate portion of your proxy or voting instruction card. The two nominees for director receiving the highest number of votes “FOR” election will be elected as directors. This is called a plurality. Withholding a vote from a director nominee will not be voted with respect to the director nominee indicated and will have no impact on the election of directors (except as described under “Majority Voting Standard for Director Elections” as described on page 17), although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 2: To Approve an Amendment to the 2015 Plan. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the approval of the proposed amendment to the 2015 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2015 Plan by 6,000,000 shares. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 3: To Approve an Amendment to the Restated Certificate of Incorporation. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of shares of common stock issued and outstanding as of the record date is required for the approval of the proposed amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock from 200,000,000 shares to 300,000,000 shares. Abstentions will have the effect of votes “AGAINST” this proposal. There will be no broker non-votes with respect to this proposal.

Proposal 4: To Approve the Compensation of the Company’s Named Executive Officers. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 5: To Recommend the Frequency of Future Advisory Votes on Compensation. Votes may be cast: “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN.” The selection of the three options presented receiving the highest number of votes for such option will be the option recommended by stockholders, on a non-binding advisory basis, for the frequency of future advisory votes on the compensation of the Company’s named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 6: To Ratify the Selection of Grant Thornton LLP as ConforMIS’sConformis’ Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018.2021. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the current fiscal year.

Shares that abstain from voting as to a particular matter and shares held in “street name” by brokerage firms who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter, and will also not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” Abstentions will have no effect on the outcome of this proposal. There will be no broker non-votes with respect to this proposal.

Tabulation and Reporting of Voting Results

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. Conformis will publish the final voting results in a Current Report on Form 8-K filed with the proposals referenced above.U.S. Securities and Exchange Commission (the “SEC”) within four business days following the Annual Meeting.

This proxy statement, the accompanying proxy card and our 20172020 annual report to stockholders were first made available to stockholders on or about March 21, 2018.April 12, 2021. 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 24, 2021: This proxy statement and our 2020 annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at ir.conformis.comunder the tab “Financial Information” for viewing, downloading and printing. A copy of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Conformis, Inc., 600 Technology Park Drive, Billerica, MA 01821, Attention: Investor Relations, Telephone: (781) 374-5598.

Proxy Materials Are Available on the Internet

Conformis uses the Internet as the primary means of furnishing proxy materials to stockholders. We send a Notice of Internet Availability of Proxy Materials
for (the "Notice of Internet Availability" to our stockholders with instructions on how to access the Annual Meetingproxy materials online at proxyvote.com or request a printed copy of materials.

Stockholders
may follow the instructions in the Notice of Internet Availability to Be Held on April 30, 2018:
Thiselect to receive future proxy statementmaterials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to reduce environmental impact and our 2017 annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended
December 31, 2017,mailing costs.

Conformis' proxy materials are also available at www.conformis.com
for viewing, downloading and printing.ir.conformis.com.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to ConforMIS, Inc. 600 Technology Park Drive, Billerica, MA 01821, Attention: Oksana Bradley, Investor Relations, Telephone: (781) 345-9001.

CORPORATE GOVERNANCE

Board of Directors

Members of Our Board of Directors

Set forth below are the names of and certain biographical information about each member of our boardBoard of directors as of March 16, 2018.Directors. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years. We believe that all of our directors possess the attributes and characteristics described in “Board Processes-Director Nomination Process.” Philipp Lang, M.D.’s term

In accordance with the terms of our restated certificate of incorporation and amended and restated bylaws, our Board of Directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The Board of Directors, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated Messrs. Fallon and Langdale for election as a director expires atclass III directors, each to hold office until the 2024 Annual Meeting of Stockholders and he was not nominated for re-election by our nominatinguntil his successor has been duly elected and corporate governance committee.qualified or until their earlier death, resignation or removal.

Mark Augustihas served as our President and Chief Executive Officer and a Director since November 2016. Prior to joining ConforMIS,Conformis, Mr. Augusti was Integra LifeSciences Corporation’s corporate vice president, and president of Orthopedics and Tissue Technologies. Mr. Augusti was responsible for the management of the Orthopedics and Tissue Technologies global division, which includes extremity implants, tissue products, and the Private Label business. His responsibilities included U.S. commercial leadership, global portfolio management, evaluation of corporate development opportunities and overall strategic direction. Prior to joining Integra in 2014, Mr. Augusti served as chief executive officer at Bioventus LLC from May 2012 to August 2013, and was a member of Bioventus’ boardBoard of directorsDirectors during the same period. Prior to that, Mr. Augusti spent nine years with Smith & Nephew from April 2003 to April 2012 in a series of leadership roles, including President of Smith & Nephew’s Biologic Division, where he was appointed to lead Smith & Nephew’s new biologics initiative. He also served as Smith & Nephew’s president of the Orthopaedic Trauma & Clinical Therapies global business and senior vice president and general manager of the Trauma business. From 1987 to 2000, he spent 13 years at GE Medical Systems, where he held various sales, marketing and strategic management roles, both in the U.S. and internationally. Mr. Augusti received his M.B.A. from the UCLA Anderson School of Management, and his B.S. in Computer Science and Economics from Duke University. We believe that Mr. Augusti is qualified to serve on our boardBoard of directorsDirectors due to his extensive management, medical technology and business experience.

Kenneth Fallon IIICarrie Bienkowski has served as a member of our boardBoard of directorsDirectors since July 31, 2018. Since March 2020, Ms. Bienkowski has served as Chief Marketing and Digital Experience Officer of Athletico, Ltd. (“Athletico”). Prior to joining Athletico, Ms. Bienkowski acted as Chief Marketing Officer for online grocer Peapod, LLC from 2014 to December 2019. Other prior roles included serving as the Head of Buyer Experience for eBay Inc.’s Fashion vertical in the European markets. From 2002 to 2009, at C&E Advisory in London, Ms. Bienkowski counseled businesses and brands including L’Oreal, Sky Media, HSBC, Boots Pharmacy and Vodafone in sustainability strategies. Earlier in her career, Ms. Bienkowski spent nearly a decade at Procter & Gamble, where she served in various brand management roles. Ms. Bienkowski received her degree in finance and business economics from the University of Notre Dame. We believe that Ms. Bienkowski is qualified to serve on our Board of Directors due to her extensive experience in e-commerce, strategic business planning, new product development, customer experience strategy and brand management.

Kenneth P. Fallon III has served as a member of our Board of Directors since January 2005, and has served as Chairman of our boardBoard of directorsDirectors since February 2015. Mr. Fallon retired from active employment in March 2003. From time to time between March 2004 to June 2009, Mr. Fallon served as an advisor to Kairos Partners, an investment firm. Mr. Fallon retired as the chairman of the board of Axya Medical, Inc., a medical device company, in March 2003. Prior to that, Mr. Fallon also served as the chief executive officer of Axya Medical, Inc.; as president of the surgical business at Haemonetics Corporation, a manufacturer of blood processing technology; as chief executive officer and chairman of the board of UltraCision, Inc., a developer and manufacturer of ultrasonically powered surgical instruments; as president and chief executive officer of American Surgical Technologies Corporation, a company that manufactures laparoscopic viewing systems; as president, U.S. operations of Zimmer, Inc., a joint replacement company and then a subsidiary of Bristol-Myers Squibb Company; as president of Zimmer’s Orthopaedic Implant Division and as its vice president of marketing and positions of significant responsibility with the Codman and Orthopaedic Divisions of Johnson & Johnson, a

global healthcare company. Mr. Fallon also served as a member of the board of directors of Osteotech, Inc., a company that produces bone graft materials for spinal procedures, betweenfrom 1995 andto 2010, including serving as chairman from April 2005 to August 2010, until it was acquired by Medtronic, Inc. Mr. Fallon has a B.B.A. degree in marketing from the University of Massachusetts and an M.B.A. from Northeastern University. We believe that Mr. Fallon is qualified to serve on our boardBoard of directorsDirectors due to his experience in the medical device industry, particularly his experience serving as the chief executive officer and a member of the board of directors of several medical device companies. Our Board of Directors nominated Mr. Fallon to stand for election as a class III director at the Annual Meeting. If elected, Mr. Fallon’s term as a class III director will expire at our 2024 Annual Meeting of Stockholders.

Philip W. Johnstonhas served as a member of our boardBoard of directorsDirectors since May 2017. Mr. Johnston is the president and founder of Philip W. Johnston Associates, LLC, a communications and public affairs consulting firm. Prior to establishing his firm in 1996, Mr. Johnston served in senior positions in the Massachusetts legislature, the Massachusetts Statestate cabinet, and the United StatesU.S. government. Mr. Johnston served five consecutive terms as an elected State Representativestate representative from the Fourth Plymouth District of Massachusetts. From 2000 to 2007, Mr. Johnston served as chair of the Massachusetts Democratic Party. From 1992 to 1996, Mr. Johnston served as the New England administrator of the U.S. Department of Health and Human Services. In 1991, Mr. Johnston served as the executive director of the Robert F. Kennedy Human Rights.Rights organization. In 1984, Mr. Johnston was appointed to serve as the Secretary of Health and Human Services in Massachusetts, administering seventeen17 state agencies in the health and human services field. Since 1998, Mr. Johnston has served on the board of Directorsdirectors of Blue Cross Blue Shield of Massachusetts. Since 2012, Mr. Johnston has served as the chair of the board of the Blue Cross Blue Shield of Massachusetts Foundation, which provides grants to Massachusetts nonprofit organizations whichthat work in the healthcare field on behalf of low-income citizens. Since 2007, Mr. Johnston has served as a member of the board of trustees of the University of Massachusetts, and he chaired the search committee for a new Chancellor at the University of Massachusetts Medical School. Mr. Johnston is currently the vice chair of the University of Massachusetts Building Authority board of directors, and the vice chair of the University of Massachusetts Foundation. Mr. Johnston is currently the board chair of the Massachusetts Health Policy Forum, and serves as a member of the boards of the Robert F. Kennedy Center for Justice and Human Rights, the Carroll Center for the Blind, the Tramuto Foundation, along with the advisory board for the Kenneth B. Schwartz Center and the Advisory Board of the Taubman Center for State and Local Government at the Harvard Kennedy School. In addition, Mr. Johnston is a trustee of the Franklin D. Roosevelt Presidential Library and Museum in Hyde Park, New York. Mr. Johnston founded and currently serves on the advisory board of the Robert F. Kennedy Children’s Action Corps, one of the top juvenile justice and social services agencies in the country. Mr. Johnston received a B.A. from the University of Massachusetts at Amherst, a M.A. from the John F. Kennedy School of Government at Harvard University and honorary degrees from the University of Massachusetts Boston, Bridgewater State College, and Curry College. We believe that Mr. Johnston is qualified to serve on our boardBoard of directorsDirectors due to his extensive leadership and directorship experience in the field of healthcare management.

Philipp Lang, M.D. is our founder and has served on our board of directors since March 2004, including as Chairman of our board of directors from March 2004 to February 2015. He also served as our Chief Executive Officer and President from January 2008 to November 2016. He was also the founder of ImaTx, Inc., one of our wholly-owned subsidiaries, which focuses on osteoporosis screening. He previously held positions as the director of the Division of Musculoskeletal Radiology at Brigham and Women’s Hospital and Associate Professor at Harvard Medical School from September 2001 to September 2008 and as Distinguished Weissman Chair from May 2006 to September 2008. Dr. Lang has an M.B.A. from the University of California, Los Angeles Anderson School of Management and an M.D. from Albert-Ludwigs University, Freiburg School of Medicine in Germany. Dr. Lang has provided strategic leadership as an inventor of technology underlying more than 500 patents and patent applications in the United States and abroad. Dr. Lang’s term as a director expires at the Annual Meeting and he was not nominated for re-election by our nominating and corporate governance committee.

Bradley Langdalehas served as a member of our boardBoard of directorsDirectors since May 2008. From February 1996 until his retirement from active employment in December 2007, Mr. Langdale served in various roles at Masimo Corporation, a noninvasive monitoring technology company, including executive vice president, chief financial officer and executive vice president, chief marketing officer. From November 2015 until August 2018, Mr. Langdale served as a Director of Neurorecovery Technologies, Inc., a medical technology company focused on the design and development of devices and applications to help restore function and movement in patients with paralysis. In addition, Mr. Langdale previously served as director of finance for CareLine, Inc., an emergency medical services provider; manager of financial forecasting for Sunrise Company, a private real estate development company; and as a senior accountant for Price Waterhouse & Company LLP (now PricewaterhouseCoopers LLP), a global professional services organization.

Mr. Langdale is a Certified Public Accountant and has a B.A. in Economics/Business from the University of California, Los Angeles. We believe that Mr. Langdale is qualified to serve on our boardBoard of directorsDirectors due to his extensive management, accounting and business experience. Our Board of Directors nominated Mr. Langdale to stand for election as a class III director at the Annual Meeting. If elected, Mr. Langdale’s term as a class III director will expire at our 2024 Annual Meeting of Stockholders.

Richard Meeliahas served as a member of our boardBoard of directorsDirectors since June 2015. Since July 2011, Mr. Meelia has served as a principal of Meelia Ventures, LLC, a private equity firm focused on early stage healthcare companies. From July 2007 to July 2011, Mr. Meelia served as president and chief executive officer of Covidien plc, a global healthcare products company, which was formerly known as Tyco Healthcare prior to its separation froma division of Tyco International Ltd., a healthcare and security company, in June 2007.company. From January 1995 through its separation from Tyco International in June 2007, Mr. Meelia served as the president of Tyco Healthcare. From January 1991 to January 1995, Mr. Meelia served as the group president of Kendall Healthcare Products Company, a medical products manufacturer and the foundation of the Tyco Healthcare business. Since July 2011, Mr. Meelia has served as chairman of the board of directors of Haemonetics Corporation, a global provider of blood and plasma supplies and services. He also currently serves as chairman of the board of Apollo Endosurgery Inc., a public company focused on the development of devices that advance therapeutic endoscopy, and as a member of several charitable boards, including Tufts Medical Center and St. Anselm College. In addition, Mr. Meelia served as chairman of the board of directors of Covidien plc from October 2008 to March 2012. Mr. Meelia has a B.A. from Saint Anselm College and an M.B.A. from Boston College. We believe Mr. Meelia is qualified to serve on our boardBoard of directorsDirectors due to his years of leadership experience in the global healthcare industry.

Michael D. Milliganhas served as a member of our boardBoard of directorsDirectors since November 2011. Since October 2002, Mr. Milligan has served as president and chief executive officer at Axel Johnson Inc., a private industrial and investment company. Prior to joining Axel Johnson Inc., Mr. Milligan spent 17 years as a partner and member of the board of directors of Monitor Group, a global consulting and merchant banking firm. In addition, Mr. Milligan is chairman of the board of directors of Sprague Resources L. P.L.P., a supplier of energy and materials handling services in the Northeast United States and is a member of the board of directors of Cadence Inc., a supplier of advanced products, technologies and services to medical, life science, automotive, and industrial companies, Decisyon Inc., an enterprise software company, Kinetico Incorporated, a residential and commercial water treatment systems provider, Parkson Corporation, a provider of engineered solutions for municipal and industrial water treatment, and Walk2Campus Holdings, LLC, a real estate investment company providing student housing in proximity to public universities. Mr. Milligan has an A.B. from Bowdoin College and an M.B.A. from Harvard University. We believe that Mr. Milligan is qualified to serve on our boardBoard of directorsDirectors due to his extensive business and investment experience across a broad range of disciplines and industry sectors.

Board Composition

In accordance with the terms of our restated certificate of incorporation and amended and restated by-laws,bylaws, our boardBoard of directorsDirectors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. AtUpon the Annual Meeting,expiration of the termsterm of Dr. Philipp Lang and Mr. Langdalea class of directors, directors in that class will expire as class III directors.be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

The boardBoard of directors,Directors, upon the recommendation of our nominatingNominating and corporate governance committee, determined to reduce the size of the board of directors to six directors effective as of the Annual Meeting. The Company’s amendedCorporate Governance Committee, has nominated Messrs. Fallon and restated by-laws require each class to consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors. To achieve this equal balance, our board of directors, upon the recommendation of our nominating and corporate governance committee, nominated Mr. Langdale for re-election as a class III director and nominated Kenneth Fallon III to stand for election as a class III director at the Annual Meeting as a successor to current class III director Dr. Lang.

In connection with the board of director’s decision to nominate him as a class III director, Mr. Fallon notified the Board of his intention to resign as a class I director at the Annual Meeting, contingent upon his election as a class III director at such meeting. Mr. Fallon’s decision to resign as a class I director was solely to facilitate his election as a class III director at the Annual Meeting and was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. For all purposes, Mr. Fallon’s service on our board of directors, including his service as the Chairman of our board of directors and as chair of the Company’s nominating and corporate governance committee, will continue uninterrupted.

The board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated Kenneth Fallon III and Bradley Langdale for election to the board as class III directors, each to hold office until the 20212024 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until histheir earlier death, resignation or removal.

Prior to the Annual Meeting, the members of the classes are as follows:

Mr. Fallon serves as the Chairman of the boardBoard of directors.Directors.

The boardBoard of directorsDirectors knows of no reason why anyeither of the nominees for director at the Annual Meeting would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the boardBoard of directorsDirectors may recommend in the place of such nominee.

Our directors hold office until their successors have been elected and qualified or until their earlier resignation or removal. Our restated certificate of incorporation, as amended, and our amended and restated by-lawsbylaws provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our boardBoard of directors,Directors, including a vacancy resulting from an enlargement of our boardBoard of directors,Directors, may be filled only by vote of a majority of our directors then in office.

Board Leadership Structure

Our corporate governance guidelines provide that the nominatingNominating and corporate governance committeeCorporate Governance Committee shall periodically assess the boardBoard of director’sDirectors’ leadership structure, including whether the offices of chief executive officer and chairman of the boardBoard of directorsDirectors should be separate. Our guidelines provide the boardBoard of directorsDirectors with flexibility to determine whether the two roles should be combined or separated based upon our needs and the boardBoard of directors’Directors’ assessment of its leadership from time to time. We currently separate the roles of chief executive officer and chairman of the boardBoard of directors.Directors. Our president and chief executive officer is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of our company, while ourthe chairman of the boardBoard of directorsDirectors presides over meetings of the boardBoard of directors,Directors, including executive sessions of the boardBoard of directors,Directors, and performs oversight responsibilities. The boardBoard of directorsDirectors has not appointed a lead independent director. Our boardBoard of directorsDirectors has three standing committees that currently consist of, and are chaired by, independent directors. Our boardBoard of directorsDirectors delegates certain responsibilities to the committees, which then report their activities and actions back to the full boardBoard of directors.Directors. We believe that the independent committees of our boardBoard of directorsDirectors and their chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our companythe Company at this time because it strikes an effective balance between management and independent leadership participation in our boardBoard of directors’Directors’ proceedings.

Board Determination of Independence

Rule 5605 of the NASDAQNasdaq Listing Rules requires a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the NASDAQNasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended or the Exchange Act.(the “Exchange Act”).

Under Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our boardBoard of directors,Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may

not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In 2018,2021, our boardBoard of directorsDirectors undertook a review of the composition of our boardBoard of directorsDirectors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our boardBoard of directorsDirectors has determined that each of our current directors, with the exceptionsexception of Mr. Augusti, and Dr. Lang, is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules. Our boardBoard of directorsDirectors also determined that Bradley Langdale, Richard Meelia and Michael D. Milligan, who currently constitute our audit committee,Audit Committee, and Kenneth P. Fallon III, Bradley Langdale and Richard Meelia, who constitute our compensation committee,Compensation Committee, satisfy the independence and other qualification standards for such committees established by the SEC and the NASDAQNasdaq Listing Rules, as applicable. In making such determinations, our boardBoard of directorsDirectors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our boardBoard of directorsDirectors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

There are no family relationships among any of our directors or executive officers.

Board Committees

Our boardBoard of directorsDirectors has established an audit committee,Audit Committee, a compensation committeeCompensation Committee and a nominatingNominating and corporate governance committee,Corporate Governance Committee, each of which operates under a charter that has been approved by our board.Board. Copies of the charters of each of these committees are posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at www.ir.conformis.com.ir.conformis.com.

Audit Committee

Prior to the Annual Meeting, the members of our audit committeeAudit Committee are Bradley Langdale, Richard Meelia and Michael D. Milligan. Mr. Langdale is the chair of the audit committee.Audit Committee. Contingent upon his re-election as a class III director at the Annual Meeting, Mr. Langdale will remain the chair of and a member of the audit committee.Audit Committee.

Our audit committee’sAudit Committee’s responsibilities include:

All audit services to be provided to us and all non-audit services, other than de minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee.Audit Committee.

Our boardBoard of directorsDirectors has determined that Mr. Langdale is an “audit committee financial expert” as defined in applicable SEC rules. We believe that the composition of our audit committeeAudit Committee meets the requirements for independence under current NASDAQNasdaq and SEC rules and regulations.

The audit committeeAudit Committee met six5 times during 2017.2020.

Compensation Committee

The members of our compensation committeeCompensation Committee are Kenneth P. Fallon III, Bradley Langdale and Richard J. Meelia. Mr. Langdale is the chair of the compensation committee.Compensation Committee. Contingent upon his re-electiontheir respective re-elections as a class III directordirectors at the Annual Meeting, each of Messrs. Fallon and Langdale will remain members of the Compensation Committee, and Mr. Langdale will remain the chair and a member of the compensation committee. Contingent upon his election as a class III director at the Annual Meeting, Mr. Fallon will remain a member of the compensation committee. Compensation Committee.

Our compensation committee’sCompensation Committee’s responsibilities include:

The compensation committeeCompensation Committee met three6 times during 2017.2020.

Nominating and Corporate Governance Committee

Prior to the Annual Meeting, the

The members of our nominatingNominating and corporate governance committeeCorporate Governance Committee are Carrie Bienkowski, Kenneth P. Fallon III, Richard MeeliaPhilip W. Johnston and Michael D. Milligan. Mr. Fallon is the chair of the nominatingNominating and corporate governance committee.Corporate Governance Committee. Contingent upon his electionre-election as a class III directordirectors at the Annual Meeting, Mr. Fallon will remain the chair and a member of the nominatingNominating and corporate governance committee. Due to his membership on the audit committee and the compensation committee, Mr. Meelia has decided to resign from the nominating and corporate governance committee as of the Annual Meeting, and, upon the recommendation of the nominating and corporate governance committee, the board of directors has appointed Mr. Johnston as a member of the nominating and corporate governance committee effective as of the Annual Meeting to replace Mr. Meelia.Corporate Governance Committee.

Our nominatingNominating and corporate governance committee’sCorporate Governance Committee’s responsibilities include:

The nominatingNominating and corporate governance committeeCorporate Governance Committee met four3 times during 2017.2020.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committeeCompensation Committee are Kenneth P. Fallon III, Bradley Langdale, and Richard Meelia. None of our directors who sat on our compensation committeeCompensation Committee in 20172020 is an officer or employee of ConforMIS,Conformis, Inc., nor have they ever been an officer or employee of ConforMIS,Conformis, Inc. None of our executive officers serves, or in the past has served, as a member of the boardBoard of directorsDirectors or compensation committee,Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve or served as members of our boardBoard of directorsDirectors or our compensation committeeCompensation Committee in 2017.2020.

Board Meetings and Attendance

Our boardBoard of directorsDirectors met fourteen17 times during 2017.2020. During 20172020, each directorof our directors attended at least 75%80% of the aggregate of the number of boardBoard meetings and the number of meetings held by all committees of the boardBoard on which he or she then served. Philip W. Johnston attended 100% of the aggregate number of board meetings since his election to the board of directors in May 2017.

Our directors are expected, but not required, to attend our annual meetings of stockholders. In 2017,2020, Ms. Bienkowski and Messrs. Augusti, Fallon, Johnston, Langdale and JohnstonMilligan attended the Annual Meeting of Stockholders.

Board Processes

Oversight of Risk

Our boardBoard oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our boardBoard and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our boardBoard oversees risk management activities relating to business strategy, acquisitions, capital raising and allocation, organizational structure and certain operational risks; our audit committeeAudit Committee oversees risk management activities related to financial controls, cyber security, and legal and compliance risks; our nominatingNominating and corporate governance committeeCorporate Governance Committee oversees risk management activities relating to boardBoard composition and management succession planning; and our compensation committeeCompensation Committee oversees risk management activities relating to our compensation policies and practices. Each committee reports to the full boardBoard on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full boardBoard discuss particular risks.

Director Nomination Process

The process followed by our nominatingNominating and corporate governance committeeCorporate Governance Committee to identify and evaluate new director candidates includesfor potential nomination may include the use of a search firm to assist us in identifying qualified directors and may also include requests to boardBoard members and others for recommendations, evaluation ofrecommendations. Our Nominating and Corporate Governance Committee also evaluates the performance onof our boardBoard and its committees, including the performance of any existing directors being considered for nomination, consideration ofre-election. Our Nominating and Corporate Governance Committee considers many factors including biographical information and background material relating to potential candidates and, particularly in the case of potential candidates who are not then serving on our board,Board, interviews of selected candidates by members of the committee and our board.Board.

In considering whether to recommend any particular candidate for inclusion in our board’sBoard’s slate of recommended director nominees, our nominatingNominating and corporate governance committeeCorporate Governance Committee applies the criteria set forth in our corporate governance guidelines described below under “-Corporate“Corporate Governance Guidelines.” Our priority in selection of boardBoard members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among boardBoard members, knowledge of our business and understanding of the competitive landscape.

Our nominatingBoard and corporate governance committee does not have a policy (formal or informal) with respectNominating and Corporate Governance Committee endeavor for the Board to diversity, but believes that our board, taken as a whole, should embodybe comprised of a diverse setselection of skills,individuals who bring their personal and professional experiences to bear in order to create a constructive debate of a variety of views and backgrounds.opinions in the boardroom. The Company recognizes that diversity has multiple dimensions. In this regard,identifying potential candidates, the nominatingBoard and corporate governance committee also takesNominating and Corporate Governance Committee seek to take into consideration the full breadth of diversity, (with respect toincluding personal factors, such as gender, ethnicity, race, and national origin)age, as well as professional characteristics, such as a director’s industry, area of our board members. The nominatingexpertise, and corporate governance committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.geographic location.

The nominee biographies under “Board of Directors-Members of Our Board of Directors” indicate the experience, qualifications, attributes and skills of each of our director nominees that led our nominatingNominating and corporate governance committeeCorporate Governance Committee and our boardBoard to conclude each of the nominees should serve as a director of ConforMIS.Conformis. Our nominatingNominating and corporate governance committeeCorporate Governance Committee and our boardBoard believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and that the nominees as a group possess the skill sets and specific experience desired of our boardBoard as a whole.

Stockholders may recommend individuals for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, to our General Counsel at ConforMIS,Conformis, Inc., Attention: General Counsel,Chief Legal Officer, 600 Technology Park Drive, Billerica, MA 01821. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our by-lawsbylaws and must be received by us no later than the date referenced below in “Other Matters-DeadlineMatters—Deadline for Submission of Stockholder Proposals for 20192022 Annual Meeting of Stockholders.” Assuming that appropriate biographical and background material has been provided on a timely basis, the nominatingNominating and corporate governance committeeCorporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications with Stockholders

Our Board is committed to strong corporate governance, which we believe helps promote the long-term interests of Conformis and our stockholders. We seek a collaborative approach to stockholder issues that affect our business and to help ensure that our stockholders see our governance practices as well-structured. For example, our management, and in some cases, members of the Board, speak to significant stockholders from time-to-time to seek insights into their views on our corporate governance and executive compensation practices, and on our overall company performance.

Our management will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders may communicate with our management by writing to our General Counsel at ConforMIS,Conformis, Inc., Attention: General Counsel,Chief Legal Officer, 600 Technology Park Drive, Billerica, MA 01821 or by calling (781) 345-9001. Additional information about contacting ConforMISConformis is posted under the heading “IR Contacts” on the Investor Relations section of our website, which is located at www.ir.conformis.com.ir.conformis.com.

In addition, stockholders who wish to communicate with our entire boardBoard may do so by writing to Kenneth P. Fallon III, Chairman of the Board, c/o ConforMIS,Conformis, Inc., 600 Technology Park Drive, Billerica, MA 01821. Communications will be forwarded to other directors if they relate to substantive matters that the Chairman of the Board considers appropriate for attention by the other directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances or matters as to which we tend to receive repetitive or duplicative communications.

Corporate Governance Guidelines

Our boardBoard of directorsDirectors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our Company and our stockholders. The guidelines provide that:

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at www.ir.conformis.com.ir.conformis.com.

Board Policies

Related-Person Transactions

Our boardBoard of directorsDirectors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to our Chief Financial Officer or General Counsel.Chief Legal Officer. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the audit committeeAudit Committee of our boardBoard of directors.Directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committeeAudit Committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chairman of the audit committeeAudit Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between audit committeeAudit Committee meetings, subject to ratification by the committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committeeAudit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the audit committeeAudit Committee will review and consider:

The audit committeeAudit Committee may approve or ratify the transaction only if the audit committeeAudit Committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committeeAudit Committee may impose any conditions on the related-person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the boardBoard of directorsDirectors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committeeCompensation Committee in the manner specified in its charter.

Other than the compensation arrangements for our named executive officers and directors, which are described elsewhere in the “Executive Compensation” and “Director Compensation” sections of this proxy statement, set forth below is a description ofthere have been no transactions since January 1, 20172020 to which we were or will be a party, and in which

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unrelated third parties.

Registration Rights Agreement with Certain Stockholders

In June 2015, we entered into an amended and restated information and registration rights agreement, which we refer to as the Registration Rights Agreement, with holders of our preferred stock prior to the conversion of our preferred stock into common stock immediately following the closing of our initial public offering in July 2015, including some of our 5% stockholders and their affiliates and entities affiliated with our directors. The Registration Rights Agreement provides these holders the right, subject to certain limitations, to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

Subject to specified limitations set forth in the Registration Rights Agreement, the holders of at least 25% of the then outstanding registrable shares may at any time demand in writing that we register all or a portion of the registrable shares under the Securities Act on Form S-3 for an offering of at least 25% of the then outstanding registrable shares having an anticipated aggregate offering price to the public, net of selling expenses, of at least $5 million, which we refer to as a Resale Registration Statement. We are not obligated to effect a registration pursuant to a Resale Registration Statement on more than one occasion.

If we propose to file a registration statement to register any of our common stock under the Securities Act in connection with a public offering of such common stock, other than pursuant to certain specified registrations, the holders of our registrable shares are entitled to notice of registration and, subject to specified exceptions, including market conditions, we will be required, upon the holder’s request, to register their then held registrable shares. In the event that any registration in which the holders of registrable shares participate pursuant to our Registration Rights Agreement is an underwritten public offering, we agree to enter into an underwriting agreement for such offering.

Other than these registration rights described above, the rights granted to holders of our preferred stock under the Registration Rights Agreement terminated upon the closing of our initial public offering.

Revenue Sharing Agreement with Dr. Lang

In September 2011, we entered into an amended and restated revenue sharing agreement with Philipp Lang, M.D., our former Chief Executive Officer, which amended and restated a similar agreement entered into in 2008 when Dr. Lang stepped down as chair of our scientific advisory board and became our Chief Executive Officer. This agreement provides that we will pay Dr. Lang on an annual basis 1.33% of our net revenues up to and including $125 million and 1.1667% of our net revenues in excess of $125 million with respect to our iTotal CR, iTotal PS, as well as certain other knee, hip and shoulder replacement products and related instrumentation that we may develop in the future (“Amended and Restated Revenue Sharing Agreement”). This agreement also provides that we will pay Dr. Lang on an annual basis 1.0% of our net revenues up to and including $125 million and 0.875% of our net revenues in excess of $125 million with respect to our iUni and iDuo products, as well as certain other knee replacement or resurfacing products, modifications to any of our knee, hip or shoulder products made by us with Dr. Lang’s assistance in the future and patient-specific, non-revision-implant instrumentation we may develop in the future. Our obligation to pay Dr. Lang applies to those of our products that are covered by a valid claim of a patent assigned to us in the country in which we sell those products and on which Dr. Lang is a named inventor. Our payment obligations expire on a product-by-product basis on the last to expire of patents owned by us on which Dr. Lang is a named inventor

that claim the applicable product. These payment obligations survived termination of Dr. Lang’s employment with us and will survive expiration of his term as a class III director. Under this agreement, we incurred obligations to pay Dr. Lang $987,000 for the year ended December 31, 2017.

Code of Business Conduct and Ethics

Our boardBoard of directorsDirectors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics is posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at http://ir.conformis.com. In addition, we intend to post on our website all disclosures that are required by law or the NASDAQ MarketplaceNasdaq Listing Rules concerning any amendments to, or waivers from, any provision of our code of business conduct and ethics. An executive compliance committee composed of the executive officers has been established to assist the Audit Committee in fulfilling its oversight responsibilities with the respect to compliance and ethics programs, including compliance with the code of business conduct and ethics.

Majority Voting Standard for Director Elections

In February 2021, we amended our Corporate Governance Guidelines to reflect the policy that our Board of Directors will not nominate any person for service on the Board (other than any person nominated or designated pursuant to any agreement or arrangement to which Conformis is party) unless such person (a “Nominee”) has agreed to resign from the Board upon failing to receive a majority of the votes cast in any future election that is not a Contested Election (as defined below), contingent on acceptance of that proffered resignation by the Board in accordance with the policies and procedures adopted by the Board for such purpose. Under this policy, in the event a Nominee fails to receive a majority of the votes cast in any future election that is not a Contested Election, our Nominating and Corporate Governance Committee, or such other committee designated by the Board, will make a recommendation to the Board as to whether to accept or reject the resignation of such Nominee, or whether other action should be taken. The Board will then act on the proffered resignation, taking into account the committee’s recommendation, within 90 days of certification of the election results. The committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. A Nominee who becomes or remains a director but who has failed to receive a majority of the votes cast in any future election that is not a Contested Election and who tenders his or her resignation shall remain active and engaged in Board activities while the committee and the Board decide whether to accept or reject such resignation, or whether other action should be taken; provided, however, it is expected that such director will not participate in any proceedings by the Board or any committee thereof regarding whether to accept or reject such director’s resignation, or whether to take other action with respect to such director. An election of directors is a “Contested Election” if, as of the tenth (10th) day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders of the Company, or at any time thereafter, the number of nominees exceeds the number of directors to be elected. For purposes of this provision, a “majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes “against” or “withheld” as to that director’s election (with “broker non-votes” not counted as a vote cast either “for” or “against/withheld” as to that director’s election). If the Board accepts a Nominee’s resignation, then the Board may fill any resulting vacancy pursuant to Section 2.9 of the Conformis’ bylaws.

Stock Ownership Guidelines and Holding Requirements

Stock ownership by our executive officers and directors is a key consideration of our executive and director compensation philosophy. We believe that executive and director ownership of our stock demonstrates to investors that our executives and directors have a significant stake in the Company and its future and mitigates risks associated with equity compensation programs. In March 2021, we adopted stock ownership guidelines and holding requirements. These guidelines provide that our Chief Executive Officer should have an ownership in the Company’s common stock equal to five times his or her annual base salary, while all other executive officers should have an ownership equal to two times his or her annual salary. The guidelines provide that each director should have an ownership equal to five times his or her cash retainer for Board service. Full credit is given under the guidelines for (i) common stock owned and (ii) unvested or unsettled time-based vesting restricted stock or units. No credit is given for unexercised stock options, whether or not vested and whether or not in-the-money. The guidelines include a 5-year phase-in period from the date of appointment or election, as applicable, and progress towards meeting and maintaining these amounts is measured periodically. During the phase-in period, participants must retain (i) 50% of net after-tax shares resulting from restricted stock/unit vesting, and (ii) shares representing 50% of the underlying gain (not including shares sold or withheld to pay the exercise price or tax withholding) received upon the exercise of a stock option, in each case until the applicable ownership level has been achieved.

EXECUTIVE OFFICERS

The following table sets forth information regarding certain of our executive officers as of March 16, 2018:officers:

In addition to the biographical information for Mark A. Augusti, which is set forth above under “Corporate Governance-Board“Board of Directors-Members of Our Board of Directors,” set forth below is certain biographical information about our other executive officers. Our executive officers are elected by, and serve at the discretion of, our boardBoard of directors.Directors.

Paul WeinerRobert S. Howe has served as our Chief Financial Officer and Treasurer since AprilFebruary 2020. From May 2015 to February 2020, Mr. Howe was Vice President of Finance and Corporate Controller at NxStage Medical, Inc., a medical technology and device company focused on treatments for kidney failure, which was publicly listed on the Nasdaq Global Select Market until its acquisition by Fresenius Medical Care in February 2019. Prior to joining NxStage Medical, Mr. Howe served as Vice President, Financial Planning and Analysis - Cardio & Vascular Division at Lake Region Medical Inc. from August 2014 to May 2015 and Senior Director of Financial Planning and Analysis for its Advanced Surgical Division from July 2013 to August 2014. Prior to joining us,that, Mr. Weiner spent 18 years at Palomar Medical Technologies, Inc., or Palomar, a company engaged in research, development, manufacturing and sales of medical laser devices for aesthetic treatments, prior to its acquisition by Cynosure, Inc. He served in a number of roles at Palomar, including corporate controller, vice president of finance and, finally, chief financial officer, a position heHowe held for 11 years. Prior to Palomar, Mr. Weiner was the chief financial officer at Hygenetics Environmental Services, Inc., an environmental consulting company, and worked in public accounting for Ernst & Young and Wolf & Company. Mr. Weiner is a Certified Public Accountant and has a B.S. in Accounting from Bryant University.

Daniel Steines, M.D., M.S. has served as our Chief Technology Officer since June 2014. From July 2004 to June 2014, he was our Senior Vice President of Research & Development. Prior to joining us, he served as the senior vice president of research & development for ImaTx, Inc., one of our wholly-owned subsidiaries, from September 2001 to July 2004, where he was responsible for the development of image analysis applications for the diagnosis of osteoarthritis and osteoporosis. Prior to that, he held researchvarious leadership positions at StanfordBoston Scientific Corporation. Mr. Howe received his M.B.A. degree from Boston University and The Charité, Universitätsmedizinhis B.S. degree in Berlin, working in the areas of new imaging techniques to assess osteoarthritisFinance and articular cartilage as well as novel medical video applications. Dr. Steines has an M.S. in computer scienceEntrepreneurial Studies from the Technical University and an M.D. from the Technical University of Aachen.Babson College.

Patricia Davis, JDJ. Brent Alldredge has served as our Chief Legal Officer and Corporate Secretary since July 2019. Prior to joining us, Mr. Alldredge was the Senior Vice President, Deputy General Counsel, and Assistant Corporate Secretary of Orthofix Medical Inc., a diversified global medical device company, from August 2016 until July 2019. Before that, Mr. Alldredge served in various roles of increasing responsibility with Orthofix, including Interim General Counsel and Corporate Secretary, since March 2018. Prior to joining us, Ms. Davis was the general counsel and corporate secretary of Mevion Medical Systems.Vice President, Deputy General Counsel, and Assistant Corporate Secretary. Before joining Mevion, sheOrthofix in January 2011, Mr. Alldredge was senior vice president, general counsel,an attorney at Baker & McKenzie LLP, a leading global law firm, and secretaryalso served as briefing attorney and law clerk to the Chief Justice of Cynosure. She served inTexas’ Sixth District Court of Appeals. Mr. Alldredge is a similar position for 12 years at Palomar Medical Technologies before it was acquired by Cynosure. Ms. Davis has also held roles as senior patent counsel at Boston Scientific Corporation and legal associate at Fish & Richardson, P.C. Prior to law school, Ms. Davis worked as a hardware design engineer at Digital Equipment Corporation. She has a Bachelorgraduate of Science in Electrical Engineering from NortheasternBrigham Young University and aearned his Juris Doctorate from SuffolkSouthern Methodist University Dedman School of Law, School.where he served as the Managing Editor of the SMU Law Review.

EXECUTIVE COMPENSATION

Our “named executive officers” for the year ended December 31, 2017 were as follows: Mark Augusti, our President and Chief Executive Officer; Paul Weiner, our Chief Financial Officer; and Daniel Steines, M.D., M.S., our Chief Technology Officer.

As an emerging growtha smaller reporting company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies or emerging growth companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation in our proxy statements, including the requirement to include a Compensation Discussion and Analysis. We have elected to comply with the scaled disclosure requirements applicable to emerging growthsmaller reporting companies. As an emerging growtha smaller reporting company, we are permitted to limit reporting of compensation disclosure to our principal executive officer and our two other most highly compensated executive officers, which we refer to as our “named executive officers” or our “NEOs.”

Our named executive officers for the year ended December 31, 2020 were as follows: Mark A. Augusti, our President and Chief Executive Officer; Robert S. Howe, our Chief Financial Officer; and J. Brent Alldredge, our Chief Legal Officer and Corporate Secretary.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2017, December 31, 20162020 and December 31, 2015.2019.

our executive officers, including our Chief Executive Officer. WeIn 2019, our Compensation Committee engaged Frederic W. Cook & Co.Semler Brossy Consulting Group, LLC (“FW Cook”Semler Brossy”) as ouran independent compensation consultant to review our executive compensation peer group and program design and assess our executives’ compensation relative to comparable companies. The Compensation Committee has determined that there are no conflicts of interest or other applicable factors affecting independence with its retention of Semler Brossy, as required by the Nasdaq Listing Rules.

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

In 2017, we paid base salaries of $520,000 to Mr. Augusti, $350,097 to Mr. Weiner and $322,390 to Dr. Steines. In 2016, we paid base salaries of $69,001 to Mr. Augusti, $350,479 to Dr. Lang, $336,600 to Mr. Weiner and $299,971 to Dr. Steines. Mr. Augusti’s employment began on November 14, 2016 and, as a result, the amount shown in the “Salary” column of the Summary Compensation Table for 2016 reflects payments made to him from the period between November 14, 2016 and December 31, 2016. For 2016, Mr. Augusti’s annualized base salary was $520,000.

Our boardBoard of directorsDirectors has, in its discretion, awarded cash bonuses and granted equity awards in the form of restricted stock or stock options as bonuses to our executive officers from time to time in the past, and may award cash bonuses and grant equity awards as bonuses to our executive officers in the future.

Base Salaries

In 2020, we paid base salaries of $551,668 to Mr. Augusti, $340,000 to Mr. Howe and $365,650 to Mr. Alldredge. Mr. Howe’s employment began on February 17, 2020 and, as a result, the amount shown in the “Salary” column of the Summary Compensation Table for 2020 reflects payments made to him from the period between February 17, 2020 and December 31, 2020. Mr. Alldredge’s employment began on July 29, 2019 and, as a result, the amount shown in the “Salary” column of the Summary Compensation Table for 2019 reflects payments made to him from the period between July 29, 2019 and December 31, 2019. In 2019, we paid base salaries of $535,600 to Mr. Augusti and $355,000 to Mr. Alldredge.

On February 2, 2021, based on a recommendation from our Compensation Committee, the Board of Directors approved an annual salary for 2021 for Mr. Augusti of $551,668; for Mr. Howe of $340,000; and for Mr. Alldredge of $365,650. These 2021 salaries reflect no increase from 2020 amounts.

Conformis, Inc. 2020 Incentive Compensation Program

The Conformis 2020 Incentive Compensation Program (the “2020 Incentive Program”) is a cash annual incentive plan designed to compensate our executive officers and certain employees for achievement of annual performance goals based on a percentage of their annual base salary. The 2020 Incentive Program includes above threshold, target and maximum payouts tied to achieving such performance goals, with bonus amounts adjusted in the sole discretion of the Compensation Committee based on individual performance and contribution towards achieving 2020 performance goals. Pursuant to the 2020 Incentive Program, failure to exceed the threshold for any performance goal metric results in zero funding with respect to that component. Further, if any of the component performance targets are not achieved, the performance payouts with respect to other performance targets are capped at the target level, even if one or more of the other performance targets is achieved at a level above the target.

Under the 2020 Incentive Program, each of Messrs. Augusti, Howe and Alldredge was eligible to receive an annual cash bonus based on the following respective percentages of his annual base salary (assuming achievement at 100% of target): Mr. Augusti: 85%; Mr. Howe: 40%; and Mr. Alldredge: 40%.

In designing the performance goals for the 2020 Incentive Program, the Compensation Committee considered the strategic goals of the Company and selected three 2020 fiscal year financial performance metrics designed to align incentives and drive value creation for stockholders. In February 2017,2020, prior to COVID-19 being declared a pandemic by the World Health Organization, the Compensation Committee set performance targets for Mr. Augusti, Mr. Howe and Mr. Alldredge based on 2020 fiscal year product revenue, product gross margin and non-variable operating expenses (which consists of portions of sales and marketing, research and development and general and administrative expenses). The following table details the weight, 2020 performance result and corresponding percentage earned for each performance metric:

under the 2018 plan, any cash bonus will be paid in 2019. The determination of whether a bonus will be granted to any employee, and the amount of any such bonus, will also be determined by the board of directors in its sole discretion. In addition, each of our named executive officers is eligible to receive an annual equity grant pursuant to the 2018 Bonus Plan where such equity grant will be determined by our compensation committee and approved by our board of directors (or a committee delegated by our board of directors).

Outstanding Equity Awards at Year End

The following table sets forth information regarding outstanding stock options and unvested restricted stock held by our named executive officers as of December 31, 2017.2020.

Agreements with Named Executive Officers

We have employment agreements with each of our named executive officers that prohibit the executive from disclosing confidential information and from competing with us during the term of their employment and for a specified time thereafter, where permitted under applicable law, and that provides for the assignment of intellectual property rights to us.

Mark A. Augusti

We entered into an employment agreement, dated October 19, 2016, with Mark A. Augusti and on December 2, 2016 the boardBoard of directorsDirectors approved an amendment and restatement of that agreement (as amended and restated, the “Employment“Augusti Employment Agreement”) which sets forth certain terms of Mr. Augusti’s employment. Pursuant to the terms of the Augusti Employment Agreement, Mr. Augusti receives an annual base salary that was initially $520,000 and, thereafter, subject to increase (but not decrease) from time to time as determined by the Board of $520,000.Directors. In addition, Mr. Augusti received a one-time signing bonus of $200,000 and he is eligible to receive an annual target performance bonus of 75% of his annual base salary. The actual performance bonus percentagepayment is discretionary and will be subject to the boardBoard of director’sDirector’s assessment of Mr. Augusti’s performance as well as general business conditions at the Company. In connection with his Employment Agreement, the boardBoard of Directors granted to Mr. Augusti new hire equity awards having an aggregate value of $1,200,000, including incentive stock options and restricted stock. Specifically, the Board of Directors granted to Mr. Augusti an incentive stock option to purchase shares of our common stock having a Black Scholes value of $800,000 (the “Option“New Hire Option Grant”) under our stock incentive plan (the “Plan”).the 2015 Plan. The New Hire Option Grant vested and became exercisable with respect to 25% of the total number of shares on December 2, 2017 andwith the remainder of the Option Grant vestsvesting in equal monthly installments over a three-year period.the following three years, subject to Mr. Augusti’s continued employment with the Company and subject to the terms of the Augusti Employment Agreement, the 2015 Plan and the Company’s standard form incentive stock option agreement. The Board of Directors also receivedgranted to Mr. Augusti a restricted stock award for 44,750 shares of our common stock (the “RSA“New Hire RSA Grant”) under the 2015 Plan. The New Hire RSA Grant will vestvests in four equal installments on each 12 month anniversary of the grant.grant date of December 2, 2017, subject to Mr. Augusti’s continued employment with the Company, and subject to the terms of the Augusti Employment Agreement, the 2015 Plan and the Company’s standard form restricted stock agreement. Under the Augusti Employment Agreement, Mr. Augusti was required to establish a residence in Massachusetts by August 1, 2017 and is eligible to receive up to $125,000 for reasonable expenses related to moving and maintaining a temporary residency in Massachusetts (collectively “Residency Expenses” as defined in the Augusti Employment Agreement). Mr. Augusti is also eligible to participate in all of our customary employee benefit plans or programs generally available to our full-time employees and/or executive officers. In

The Augusti Employment Agreement further provides that, in the event Mr. Augusti’s employment is terminated without cause,(i) after November 14, 2016 and (ii) by Mr. Augusti for Good Reason or by the Company other than for Cause (collectively a “Qualifying Termination”; where “Good Reason” and “Cause” are defined in the Augusti Employment Agreement), then Mr. Augusti will be eligible to receive severance pay in the form of continuation of his base salary continuation on our standard payroll dates for (x) 18 months following the termination date.date if the termination occurs during the period between three months before or 24 months following a Change in Control Transaction (“Change of Control Period”; where “Change in Control Transaction” is defined in the Augusti Employment Agreement) or (y) 12 months following the termination date if the termination occurs outside the Change of Control Period. Mr. Augusti will additionally be eligible for a payment in an amount equal to a multiple of 1.5 times the Target Bonus (as defined in the Augusti Employment Agreement) if he is subject to a Qualifying Termination during a Change of Control Period or an amount equal to 1 times the Target Bonus if he is subject to a Qualifying Termination outside of a Change of Control Period and after November 14, 2016. Upon a Qualifying Termination, Mr. Augusti will also be eligible to receive a continuation of group health insurance coverage through COBRAthe Consolidated Omnibus Budget Reconciliation Act (“COBRA”) with the cost of such benefits to be shared in the same relative proportion by the Company and Mr. Augusti as in effect on the date of termination. InIf Mr. Augusti is subject to a Qualifying Termination during a Change of Control Period, Mr. Augusti shall also be eligible for full vesting of any outstanding unvested equity grants. The Augusti Employment Agreement further provides that if Mr. Augusti is subject to a termination of employment that is not a Qualifying Termination, including termination by the eventCompany for Cause, voluntary resignation by Mr. Augusti, or termination due to Mr. Augusti’s death or disability, he shall only be entitled to Accrued Compensation (as defined in the Augusti Employment Agreement), unless termination occurs due to Mr. Augusti’s death or disability between the end of a changecalendar year and the Bonus Payment Date (as defined in control of the Company,Augusti Employment Agreement), in which case Mr. Augusti will be entitledpaid any bonus he would have received for the prior calendar year had he remained an employee of the Company through the Bonus Payment Date. The Company’s obligation to accelerated vestingprovide severance benefits under the Augusti Employment Agreement are subject to execution by Mr. Augusti of his then unvested equity grants.a Release (as defined in the Augusti Employment Agreement), the expiration of any revocation period and Mr. Augusti’s compliance with post-employment obligations.

In February 2017, pursuant to the Augusti Employment Agreement, Mr. Augusti became eligible to receive an initial annual long-term incentive equity awardsaward with an aggregate target value of up to $800,000 under the Company’s long-term incentive program. Pursuant to Company’s long-term incentive program, in May 2017, we awardedthe Board of Directors granted 95,602 shares of restricted common stock to Mr. Augusti having an approximate value of $500,000, calculated using the 60-day average closing price of the common stock on the date of grant (“Long Term RSA Grant”), and an incentive stock option to acquire 190,114 shares of the Company’s common stock having an approximate Black Scholes value of as of the date of grant of $500,000, based on a Black Scholes value calculated using the 60-day average closing price of the common stock on the date of grant.grant (“Long Term Option Award”). The Restricted Stock AwardLong Term RSA Grant was granted under and subject to the terms of the Company’s 2015 Stock Incentive Plan and will vestvests in equal annual installments over a four (4) year period beginning on the first anniversary of the date of grant, or May 15, 2017, subject to Mr. Augusti’s continued employment on each applicable vesting date; and otherwise is subject to the terms of the Company’s standard form of restricted stock award agreement and the annual long-term incentive program. The StockLong Term Option Award was granted under and subject to the terms of the Company’s 2015 Stock Incentive Plan;Plan, has an exercise price equal to the fair market value of the Company’s common stock on the date of grant; will vestgrant, or May 15, 2017; vests in equal monthly installments over athe four (4) year period,years following the grant date, subject to Mr. Augusti’s continued employment with the Company on each applicable vesting date; and otherwise is subject to the terms as are set forth in the Company’s standard form of stock option agreement and the annual long-term incentive program.

Pursuant to the terms and provisions of the 2015 Plan and the Company’s form of Restricted Stock Agreement under the 2015 Plan, in August 2017, we granted an additional incentive award of 100,000 shares of restricted common stock to Mr. Augusti, with such shares vesting over a four year period, with respect to 25% of the shares on each of the next four successive anniversaries of the Vesting Start Date, subject Mr. Augusti’s continued service to the Company and further subject to his Employment Agreement.

On September 14, 2017, ConforMIS, Inc. (the “Company”)the Company and Mr. Augusti entered into ana first amendment (the “Amendment”“Augusti First Amendment”) to itsthe Augusti Employment Agreement, with Mark Augusti. The Amendment is effective as of August 1, 2017 and2017. The Augusti Employment Agreement as amended by the Augusti First Amendment continues to require that Mr. Augusti establish his principal residency in Massachusetts. However, the Augusti First Amendment removes the requirement that such residency be established by August 1, 2017. In addition, the Augusti First Amendment provides that, beginning August 2, 2017, the Company will reimburse Mr. Augusti up to an aggregate of $125,000 of relocation expenses incurred through August 1, 2017 (“Relocation Expenses”), and, beginning August 2, 2017,for up to $25,000 per calendar quarter for moving and commuting expenses as well as other costs incurred by himMr. Augusti or his immediate family in traveling to and from his residence in North Carolina to his temporary residence in Massachusetts (“Residency and Travel Expenses”), until either Mr. Augusti establishes a principal residence in Massachusetts or the Board of Directors determines in its sole discretion that the payment of such expenses is no longer required. Additionally, the Augusti First Amendment conforms the original terms of Mr. Augusti’s annual long-term incentive award (the “Long-Term Incentive Award”) entitlement to the terms of the grant that was grantedmade to Mr. Augusti by the Company’s Board of Directors in May 2017.

In December 2017, we approved discretionary bonus awards pursuantOn July 31, 2018, the Company and Mr. Augusti entered into a second amendment to the Company’s 2017 Employee BonusAugusti Employment Agreement (the “Augusti Second Amendment”). The Augusti Second Amendment is effective as of July 31, 2018 and Stock Incentive Plan (the “2017 Bonus Plan”) to certain employeesprovides clarifications and addresses inconsistencies between the Augusti Employment Agreement and the employment agreements we have with other executive officers. The Augusti Second Amendment provides that, upon a Qualifying Termination of Mr. Augusti’s employment outside of the Company, including the Company’s executive officers. In lieuChange of cash, bonuses were granted as sharesControl Period, vesting of restricted stock,any outstanding unvested equity grants, if any, shall be accelerated in a number basedof shares that would have become vested if his employment continued for 12 months following a Qualifying Termination. The Augusti Second Amendment further provides that, upon a termination due to death or disability, vesting of any outstanding unvested equity grants, if any, shall be accelerated in a number of shares that would have become vested if his employment continued for 12 months following such termination. For clarification on bonus payments due upon termination, the average closing priceAugusti Second Amendment provides that, upon a Qualifying Termination that occurs within the Change of Control Period, the Company’s stock onCompany will pay Mr. Augusti the Nasdaq Global Select Marketgreater of (a) the bonus accrued by the Company for Mr. Augusti for the 60 calendar days precedingyear that is prior to the grant date (the “Bonus Shares”). The Bonus Shares were fully vested asyear in which the Qualifying Termination occurs, unless an annual bonus was already paid for that prior year, and a bonus of 75% of Mr. Augusti’s base salary for the grant date. Thecalendar year in which the Qualifying Termination occurs or (b) an amount equal to 1.5 times his annual target bonus under the 2017 Bonus Plan is a percentage of an individual employee’s75% of his base salary and is earned based on theupon achievement of both corporate and individual and corporate performance objectives, including achieving revenue and gross margin performance targetsgoals as determined by the Committee. Based on its evaluationBoard. The Augusti Second Amendment further provides that, upon a Qualifying Termination of Company performance andhis employment that occurs outside the recommendationChange of the Committee, the Board awarded bonuses equivalent to 40% of the target bonuses, and approved a grant of Bonus Shares of 48,844 shares of restricted common stock to Mr. Augusti.Control Period, we will pay Mr. Augusti received nothe bonus accrued for the year prior to a Qualifying Termination, unless an annual cash bonus paymentwas already paid for that prior year, and an amount equal to 75% of Mr. Augusti’s base salary for the calendar year in which the Qualifying Termination occurs. The Augusti Second Amendment further provides that, upon a termination due to his death, we will pay a continuation of base salary for 12 months following such termination. The Augusti Second Amendment further clarifies that, upon a Qualifying Termination, we will pay the premiums, including any employee portion, for Mr. Augusti’s timely election of benefits under our 2017 cash bonus award program.COBRA, provided Mr. Augusti remains eligible for COBRA. Lastly, the Augusti Second Amendment increases the amount of paid time off that Mr. Augusti may accrue per year from four to five weeks, consistent with other executive officers.

On March 14, 2018,6, 2019, the boardCompany and Mr. Augusti entered into a third amendment to the Augusti Employment Agreement (the “Augusti Third Amendment”). The Augusti Third Amendment provides that, as of directors approvedMarch 31, 2019, the reimbursement of up to $25,000 per calendar quarter for Residency and Travel Expenses (as defined in the Augusti Third Amendment) will cease. In recognition that the reimbursement of Residency and Travel Expenses is and has been taxable compensation to Mr. Augusti, under the Augusti Third Amendment, we have agreed to pay Mr. Augusti $100,000 as an annualamount intended to cover taxes paid and to be paid by him resulting from receipt of Residency and Travel Expense payments from August 2, 2017 through March 31, 2019. Beginning April 1, 2019, the Augusti Third Amendment provides that we will pay Mr. Augusti a fixed amount of $41,666.50 per quarter with the intention that he will receive a net amount of approximately $25,000 on an after-tax basis to use for his travel and residency expenses, until the earlier of: (i) the establishment of Mr. Augusti’s principal residence in Massachusetts or (ii) a determination by the Board of Directors in its sole discretion that the payment of such Residency and Travel Expenses is no longer required.

On November 2, 2019 (the “Effective Date”), the Company and Mr. Augusti entered into a fourth amendment to the Augusti Employment Agreement (the “Augusti Fourth Amendment”). The Augusti Fourth Amendment provides that, as of November 2, 2019, we will pay Mr. Augusti a fixed amount of $44,642.86 per calendar quarter to use for his residency cost-of-living expenses, less required tax withholding. The Augusti Fourth Amendment also provides Mr. Augusti with a one-time catch-up cost-of-living expenses payment in the amount of $5,952.71, less required tax withholding. The Augusti Fourth Amendment further provides that if a Qualifying Termination occurs (x) prior to three (3) months before or (y) more than twenty-four (24) months following a Change in Control Transaction, and the Qualifying Termination occurs on or after the two (2)-year anniversary of the Effective Date: (i) the Company will provide Mr. Augusti with severance pay in the form of continuation of his base salary for 2018 for Mr. Augustia total of $535,600.

In May 2015, we entered into amended and restated employment agreements with Mr. Weiner and Dr. Steines. Each of these agreements provides that the named executive officer’s employment will continue until either we or the executive provides written notice of terminationeighteen (18) months, such amount to be paid in accordance with the terms ofCompany’s then-current payroll practices, except as otherwise specified in this letter agreement, beginning on the agreement. In addition, we have agreements with each of our named executive officersCompany’s first regular payroll date that prohibitoccurs after the executive from disclosing confidential information and from competing with us duringPayment Date; (ii) the term of his employment andCompany will pay to Mr. Augusti (a) the bonus accrued by the Company for a specified time thereafter, where permitted under applicable law, and that provideshim for the assignmentcalendar year that is prior to the year in which the Qualifying Termination occurs, provided the Company has not already paid Mr. Augusti a Target Bonus (or other annual bonus) for the prior year, and (b) a bonus of intellectual property rights to us. In June 2016, we entered into retention agreements withseventy-five percent (75%) of Mr. Weiner and Dr. Steines that provide for certain retention benefits from the effective date of those agreements until the one-year anniversary of the hiring of our President and Chief Executive Officer, Mark Augusti. The retention agreements provide, among other things, a grant of stock having an aggregate value equal to one-year of the executive’sAugusti’s base salary as offor the date of grant on August 15, 2016, usingcalendar year in which the average of the closing trading price of the Company’s common stock during the period from and including May 18, 2016 to August 15, 2016, which vests in full on November 14, 2017. The retention agreements also provide for payment of base salary and vesting of all outstanding unvested equity awards that would have vested during an extended severance period. The extended severance period is twelve months through the first anniversary of the hiring ofQualifying Termination occurs; (iii) Mr. Augusti or November 14, 2017, and thereafter is reduced by one month atwill be eligible for the end of each month following the first anniversary until the severance period reduces to six months. On March 9, 2018, we entered into second amendmentssame COBRA premium assistance as set forth in Section 13.A of the amended and restated employment agreements withagreement as amended, subject to the same terms, conditions, and limitations as described therein; and (iv) the vesting of Mr. Weiner and Dr. Steines providing clarificationAugusti’s then-outstanding unvested equity grants, if any, shall be accelerated in a number of shares that upon a termination by the executive for good reason or a termination bywould have become vested had he continued as an employee of the Company other than for cause,eighteen (18) months following a Qualifying Termination. The Augusti Fourth Amendment also provides that if a Qualifying Termination occurs within three (3) months prior or twenty-four (24) months following a Change in Control Transaction, and regardless of whether the Qualifying Termination occurs prior to, on, or after the two (2)-year anniversary of the Effective Date: (i) the Company will provide Mr. Augusti with severance pay in the form of continuation of his base salary for a total of twenty-four months, such amount to be paid in accordance with the Company’s then-current payroll practices, except as otherwise specified in the amended and restated employment agreement as amended, beginning on the Company’s first regular payroll date that occurs after the Payment Date; (ii) the Company will pay to Mr. Augusti the executivegreater of (a) the bonus accrued by the Company for Mr. Augusti for the calendar year that is prior to the year in which the Qualifying Termination occurs, provided the Company has not already paid him a Target Bonus (or other annual bonus) for the prior year, and (b) a bonus of seventy-five percent (75%) of Mr. Augusti’s base salary for the calendar year in which the Qualifying Termination occurs and (b) an amount equal to 1.5 times the Target Bonus, to be paid in one lump sum on the Company’s first regular payroll date that occurs after the Payment Date; (iii) Mr. Augusti will be eligible for the same COBRA premium assistance as set forth in Section 13.A of the Augusti Fourth Amendment, subject to the same terms, conditions, and limitations as described therein; and (iv) the vesting of one hundred percent (100%) of his then-outstanding unvested equity grants shall be accelerated, such that all unvested equity grants vest and become fully exercisable or non-forfeitable as of the date his employment terminates.

On February 4, 2020, the Company and Mr. Augusti entered into a fifth amendment Augusti Employment Agreement (the “Augusti Fifth Amendment”). The Augusti Fifth Amendment provides for a bonus award of up to 85% of Mr. Augusti’s base salary effective with fiscal year beginning January 1, 2020.

Robert S. Howe

On February 4, 2020, we entered into an employment agreement with Mr. Howe (the “Howe Employment Agreement”). Pursuant to the terms of the Howe Employment Agreement, Mr. Howe receives an annual base salary that was initially $340,000 and is, thereafter, subject to increase from time to time as determined by the Board of Directors, and Mr. Howe is eligible to receive a year-end bonus of 40% of his base salary at the sole discretion of and subject to terms determined by the Board of Directors, including, without limitation, incentive targets, goals and/or milestones, except that the Board agreed to pay to Mr. Howe, for the 2020 calendar year only, a minimum bonus of $100,000 in cash. Also in connection with the Howe Employment Agreement, the Board provided a one-time signing bonus of $90,000, which was subject to repayment by Mr. Howe to the Company if he left the Company due to a voluntary termination or was terminated for cause (as defined in his employment agreement) within the first year of his employment.

In February 2020, pursuant to the Howe Employment Agreement, the Board granted to Mr. Howe an inducement restricted stock unit award of 125,000 shares of the Company’s common stock, which will vest in four equal annual installments on each of the first four anniversaries of February 17, 2020. The Board also granted to Mr. Howe an inducement option to purchase 125,000 shares of the Company’s common stock, of which 25% will vested on February 17, 2021, with the remainder vesting in equal monthly installments for three years thereafter. The option has an exercise price of $0.978 per share. Both of these equity grants are subject to Mr. Howe’s continued service to the Company and further subject to his written employment agreement with the Company in effect as of the grant date, the applicable form of inducement incentive stock option agreement and inducement restricted stock agreement, respectively.

Additionally, the Howe Employment Agreement provides that Mr. Howe’s employment with the Company is at will and may be terminated by either party at any time for any or no reason or cause. The Howe Employment Agreement further provides that, in the event Mr. Howe’s employment is terminated by Mr. Howe as a Termination for Good Reason or by the Company as a Termination Other than for Cause (collectively a “Qualifying Termination”; where “Termination for Good Reason” and “Termination Other than for Cause” are defined in the Howe Employment Agreement), then Mr. Howe will be eligible to receive for a “Severance Period” of (i) 18 months following the termination date if the termination occurs during the period between three months before or 12 months following a Change in Control (“Change of Control Period”; where “Change in Control” is defined in the Howe Employment Agreement) or (ii) 12 months following the termination date if the termination occurs outside the Change of Control Period, (a) severance pay in the form of continuation of his base salary on our standard payroll dates and (b) continuation of his coverage under the Company’s group health insurance plans (to the extent allowed by COBRA). Mr. Howe will also receive (i) any bonus accrued by the Company or approved by the boardBoard of directorsDirectors for the year prior to such termination, unless already paid, and (ii) a bonus determined by the boardBoard of directorsDirectors for the year in which such termination occurs, with all targets, goals, milestones and other contingencies deemed to have been met by the Company and the executive for such year. Upon a Qualifying Termination, a Disability Termination or a Death Termination (as defined in the Howe Employment Agreement), to the extent that the Company has previously paid Mr. Howe a bonus in the form of a stock option that is not fully vested as of the termination date, such stock option shall vest with respect to an additional number of shares equal to that number of shares that would have become vested had Mr. Howe continued as an employee for an additional period equal to the Severance Period. Upon a Death Termination, the Company will pay Mr. Howe’s estate a lump sum amount equal to his base salary for the Severance Period. Except as otherwise noted, upon a Disability Termination, Death Termination, a Voluntary Termination or a Termination for Cause, Mr. Howe shall only be entitled to Accrued Compensation (as defined in the Howe Employment Agreement). Upon a Qualifying Termination during a Change of Control Period, any unvested equity awards will become fully vested and exercisable or free from forfeiture or transfer restrictions. Benefits following a Qualifying Termination are subject to execution by Mr. Howe of a Release (as defined in the Howe Employment Agreement), the expiration of any revocation period and Mr. Howe’s continued compliance with the terms of his Confidentiality, Inventions Assignment and Non-Competition Agreement.

J. Brent Alldredge

On July 29, 2019, we entered into an employment agreement with Mr. Alldredge (the “Alldredge Employment Agreement”). Pursuant to the terms of the Alldredge Employment Agreement, Mr. Alldredge receives an annual base salary that was initially $355,000 and provisionsis, thereafter, subject to increase from time to time as determined by the Board of Directors, and Mr. Alldredge is eligible to receive a year-end bonus of 40% of his base salary at the discretion of and subject to terms determined by the Board of Directors, including, without limitation, incentive targets, goals and/or milestones.

On July 29, 2019, pursuant to his employment agreement, the Board granted to Mr. Alldredge an incentive stock option to purchase 58,553 shares of the Company’s common stock having a Black Scholes value of approximately $125,000 (the “Alldredge Option Grant”) under our 2015 Plan. The Alldredge Option Grant vests with respect to 33.34% of the shares on the first anniversary of the vesting start date, or July 29, 2020, and ratably on a monthly basis thereafter over the following two years. In connection with his employment agreement, the Board also granted to Mr. Alldredge a restricted stock award having a Black Scholes value of approximately $125,000, or 31,250 shares of the Company’s common stock, under our 2015 Plan with such shares vesting in three equal installments on each anniversary of the vesting start date, or July 29, 2019 (the “Alldredge RSA Award”). The Alldredge Option Grant and Alldredge RSA Award are subject to Mr. Alldredge’s continued service to the Company and are subject to his written employment agreement with the Company in effect as of the grant date, the 2015 Plan and the Company’s standard form incentive stock option agreement and restricted stock agreement, respectively.

The Alldredge Employment Agreement further provides that, in the event Mr. Alldredge’s employment is terminated by Mr. Alldredge as a Termination for Good Reason or by the Company as a Termination Other than for Cause (collectively a “Qualifying Termination”; where “Termination for Good Reason” and “Termination Other than for Cause” are defined in the Alldredge Employment Agreement), then Mr. Alldredge will be eligible to receive for a “Severance Period” of (i) 12 months following the termination date if the termination occurs during the period between three months before or 12 months following a Change in Control (“Change of Control Period”; where “Change in Control” is defined in the Alldredge Employment Agreement) or (ii) 6 months following the termination date if the termination occurs outside the Change of Control Period, (a) severance pay in the form of Restricted Stock Agreement under the 2015 Plan, in August 2017, we awarded additional incentive shares of restricted common stock to Mr. Weiner: 33,000 shares; and Dr. Steines: 20,000 shares, with such shares vesting over a four year period, with respect to 25% of the shares on each of the next four successive anniversaries of the vesting start date, subject to the employee’s continued service to the Company and further subject to the amended and restated employment agreements as amended with Mr. Weiner and Dr. Steines.

In December 2017, we approved discretionary bonus awards pursuant to the Company’s 2017 Employee Bonus and Stock Incentive Plan (the “2017 Bonus Plan”) to certain employees of the Company, including the Company’s executive officers. In lieu of cash, bonuses were granted as shares of restricted stock, in a number based on the average closing price of the Company’s stock on the Nasdaq Global Select Market for the 60 calendar days preceding the grant date (the “Bonus Shares”). The Bonus Shares were fully vested as of the grant date. The target bonus under the 2017 Bonus Plan is a percentage of an individual employee’s base salary, and is earned based on the achievement of individual and corporate performance objectives, including achieving revenue and gross margin performance targets determined by the Committee. Based on its evaluation of Company performance and the recommendation of the Committee, the Board awarded bonuses equivalent to 40% of the target bonuses, and approved the following grants of Bonus Shares to: Mr. Weiner: 21,923 shares of common stock; and Dr. Steines: 16,150 shares of common stock. No annual cash bonus payments were made under our 2017 cash bonus award program.

On March 14, 2018, the board of directors approved annual salaries for 2018 for Mr. Weiner: $362,351 and for Dr. Steins: $332,062. Each of these executives is also eligible, in the sole discretion of the compensation committee of our board of directors, to receive an annual bonus. Each of the executive’s target cash bonus for 2017 was calculated as a percentagecontinuation of his annual base salary as determined by the compensation committee, subject to approval by our board of directors.

Termination of the Employment of our Former President & Chief Executive Officer

On November 14, 2016, Dr. Lang’s employment with the Company terminated. Effective upon his termination from the Company, Dr. Lang received severance benefits consistent with the provisions of his employment agreement with the Company, including continuation on our standard payroll dates and (b) continuation of his base salary in effect at the time of termination and continuation of coverage under the Company’s group health insurance plans at(to the same cost as active employees for a period of 12 months. Dr. Lang was entitled toextent allowed by COBRA). Mr. Alldredge will also receive an annual base salary of $455,000 at the time of his termination. In 2017, we incurred $354,429 in severance payments to Dr. Lang. Dr. Lang agreed to certain obligations under his existing amended and restated employee confidential information, inventions and non-competition agreement which remain in effect as well as to cooperate with the Company as specified therein. Dr. Lang also will continue to receive payments pursuant to his Amended and Restated Revenue Sharing Agreement with the Company dated September 2, 2011. See “Revenue Sharing Agreement with Dr. Lang”.

Potential Payments upon Termination or Change in Control Transaction

Each of our named executive officers will be entitled to severance payments if his employment is terminated under specified circumstances.

Termination During Change of Control Period. If we terminate the executive’s employment other than for cause, or if the executive terminates his employment with us for good reason, during a change of control period, as described below, we are obligated to:

A change of control period is, in the case of Mr. Augusti, the period of twenty-four months following a change in control, and, in the cases of Mr. Weiner and Dr. Steines, the period beginning three months immediately preceding and ending twelve months immediately following a change of control. The terms “termination for cause,” “termination for good reason” and “change of control” are defined in each executive’s employment agreement.

Termination Outside of Change of Control Period. If we terminate the named executive officer’s employment other than for cause or if the executive terminates his employment with us for good reason other than during a change of control period, we are obligated to:

Each of our executives is required to execute a release of claims as a condition precedent to receipt of the severance payments described above.

Termination Resulting from Death or Disability. In the event that Mr. Augusti’s employment terminates as a result of his death or disability, as defined in his employment agreement, between the end of a calendar year and the bonus payment date, we are obligated to,

In the event that Mr. Weiner’s or Dr. Steines’ employment terminates as a result of his death or disability, as defined in his employment agreement, we are obligated to: