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  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SURGALIGN HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

SURGALIGN HOLDINGS, INC.

520 Lake Cook Road, Suite 315

Deerfield, Illinois 60015

April [1], 202111, 2022

Dear Stockholder:

You are cordially invited to attend the 20212022 Annual Meeting of Stockholders of Surgalign Holdings, Inc. (“Surgalign” or the “Company”), to be held at 9:00 a.m., Central Time, on May 4, 202110, 2022 (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, conducted via live webcast, to allow all of our stockholders to participate no matter where they are located and as a health precaution in light of the global COVID-19COVID-19. pandemic. The virtual meeting format allows all of our stockholders the opportunity to participate in the annual meeting no matter where they are located. You or your proxyholder will be able to attend the annual meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/SRGA2021SRGA2022. You will need to have your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting. You may submit questions only in advance of the meeting at www.proxyvote.com when you vote your shares. We encourage you to submit any question that is relevant to the proposals presented at the meeting.

The enclosed proxy statement is dated April [1], 2021,11, 2022, and, together with the enclosed form of proxy card, is first being mailed to the stockholders of Surgalign on or about April [1], 2021.11, 2022. The notice and proxy statement accompanying this letter contain details of the business to be conducted at the Annual Meeting.

You will also be asked to consider and vote on a proposal to: (i) elect ninesix directors to serve for the ensuing year (the “Election of Directors Proposal”); (ii) approve a proposal to amend Surgalign’s Amended and Restated Certificate of Incorporation, as amended, to increase the total number of shares authorized for issuance from 150,000,000 shares of common stock300,000,000 to 300,000,000600,000,000 shares of common stock (the “Share Increase Proposal”);, to take effect only if the Reverse Stock Split Proposal is not approved; (iii) approve the adoptiona proposal to amend Surgalign’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the proposed Surgalign Holdings, Inc. Employeeissued and outstanding shares of our common stock and authorize the board of directors of the Company (the “Board”) to select the ratio of the reverse stock split as set forth in the amendment (the “Reverse Stock Purchase Plan (the “ESPPSplit Proposal”); (iv) approve a proposal to amend the adoption of the proposed Surgalign Holdings, Inc. 2021 Incentive Compensation Plan (the “Incentive Plan”) to increase the number of shares of common stock authorized to be issued pursuant to the Incentive Plan from 5,000,000 to 20,000,000 (before giving effect to the reverse stock split, if approved) (the “Incentive Plan Amendment Proposal”); (v) approve (on an advisory basis) the compensation of our named executive officers for 2020,2021, as disclosed in the proxy statement (the ““Say on Pay” Proposal”); and (vi) ratify the appointment of Deloitte & ToucheGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212022 (the “Auditor Ratification Proposal”).

The board of directors of the Company (the “Board”)Board unanimously recommends that you vote (i) “FOR” all of the ninesix nominees to the Board named in Proposal 1;the Election of Directors Proposal; (ii) “FOR” the Share Increase Proposal; (iii) “FOR” the ESPPReverse Stock Split Proposal; (iv) “FOR” the Incentive Plan Amendment Proposal; (v) “FOR” the “Say on Pay” Proposal; and (vi) “FOR” the Auditor Ratification Proposal.

The enclosed proxy statement provides detailed information about the Annual Meeting. We encourage you to read the proxy statement and its annexes carefully and in their entirety. You may also obtain more information about Surgalign from documents we file with the U.S. Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Annual Meeting virtually, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically through the Internet or by telephone. If you attend the Annual Meeting virtually and vote at the Annual Meeting through the meeting website, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your bank, broker or other nominee.

If you have any questions or need assistance voting your shares of Surgalign’s common stock, please contact Okapi Partners LLC, our proxy solicitor, by calling, toll-free at (877) 285-5990.629-6357.

SURGALIGN HOLDINGS, INC.

520 Lake Cook Road, Suite 315

Deerfield, Illinois 60015

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 202110, 2022

To the Stockholders of Surgalign Holdings, Inc. (“Surgalign”):

Surgalign will hold the 20212022 Annual Meeting (the “Annual Meeting”) of stockholders of Surgalign on May 4, 2021,10, 2022, at 9:00 a.m., Central Time, virtually by live webcast, for the following purposes:

The above items of business are more fully described in our proxy statement accompanying this notice. We have not received notice of other matters that may be properly presented at the Annual Meeting.

There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Instead, you will be able to attend the Annual Meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/SRGA2021SRGA2022.You may submit questions only in advance of the meeting at www.proxyvote.com when you vote your shares. We encourage you to submit any question that is relevant to the proposals being presented at the meeting. However, whether or not you plan to attend the Annual Meeting virtually, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions in this proxy statement on how to vote your shares over the Internet, by telephone, or by mailing the enclosed proxy card. Any stockholder attending the Annual Meeting virtually may vote at the Annual Meeting, even if such stockholder has returned a proxy prior to the Annual Meeting.

If your brokerage firm, bank or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow

ADDITIONAL INFORMATION

The accompanying proxy statement incorporates by reference important business and financial information about Surgalign from documents that are not included in or delivered with the accompanying proxy statement. You can obtain the documents that are incorporated by reference into the accompanying proxy statement (other than certain exhibits or schedules to those documents), without charge, by requesting them in writing or by telephone from Surgalign at the following addresses and telephone numbers, or through the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov:

Surgalign Holdings, Inc.

520 Lake Cook Road, Suite 315

Deerfield, Illinois 60015

Attn: Chief Financial and Operating Officer, Jonathon M. SingerCorporate Secretary

Telephone: 224-303-4651

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Annual Meeting. Therefore, if you would like to request documents from Surgalign, please do so by April [27], 2021May 3, 2022 in order to receive them before the Annual Meeting.

The accompanying proxy statement includes and contains calculations based upon shares of Surgalign common stock outstanding and entitled to vote and holders of record as of the record date, March 15, 2021.April 4, 2022.

In addition, if you have questions about the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need to obtain proxy cards or other information related to the proxy statement, please contact Okapi Partners LLC, the proxy solicitor for Surgalign, toll-free at (877) 285-5990. You will not be charged for any of these documents that you request.

For more information, see the section entitled “Where You Can Find Additional Information”, beginning on page [    ]74 of the accompanying proxy statement.

TABLE OF CONTENTS

i

ii

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The following questions and answers are intended to address some commonly asked questions regarding the Annual Meeting. These questions and answers may not address all questions that may be important to you as a Surgalign stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find Additional Information” beginning on page [    ]74 of this proxy statement.

1.    What are my voting choices when voting for director nominees identified in this proxy statement, and what vote is needed to elect directors?

In the vote on the election of the ninesix director nominees identified in this proxy statement to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified, stockholders may:

Directors will be elected by a plurality of the votes cast by the holders of shares of voting stock, voting virtually or by proxy at the meeting, meaning that the ninesix nominees receiving the most “FOR” votes (among votes properly cast virtually or by proxy) will be elected. Only votes “FOR” will affect the outcome. Withheld votes or broker non-votes will not affect the outcome of the vote.

2.    What are my voting choices when voting to approve the Share Increase Proposal and what vote is needed to approve this proposal?

In connection with the Share Increase Proposal, stockholders may:

Assuming a quorum is present, the Incentive Plan Amendment Proposal requires the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Amendment Proposal, and broker non-votes will not affect the outcome of the vote on the Incentive Plan Amendment Proposal.

5.    What are my voting choices when voting to approve (on an advisory basis) the compensation of our named executive officers (the “say on pay” vote) and what vote is needed to approve this proposal?

In connection with the “Say on Pay” Proposal, stockholders may:

Assuming a quorum is present, this proposalthe “Say on Pay” Proposal requires the affirmative vote of holders of the holders of a majority of the shares having voting power present virtually or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote “AGAINST” the “Say on Pay” Proposal, and broker non-votes will not affect the outcome of the vote on the “Say on Pay” Proposal.

The “say on pay” vote is an advisory vote on the compensation of our named executive officers; this proposalthe “Say on Pay” Proposal is not binding upon the Company. However, our Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders and will consider the outcome of the vote when making future compensation decisions.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting virtually. If you are a Surgalign stockholder of record, you may vote by submitting a proxy by one of the methods described below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee.

If you hold Surgalign shares through a broker or other nominee, you may instruct your broker or other nominee to vote your Surgalign shares by following the instructions that the broker or other nominee provides to you with these materials.

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (877) 285-5990

Email: info@okapipartners.com

THE ANNUAL MEETING

General

This proxy statement is being provided to Surgalign stockholders as of the record date as part of a solicitation of proxies by Surgalign’s Board of Directors (the “Board”) for use at the Annual Meeting and any adjournment or postponement thereof. This proxy statement provides Surgalign stockholders with important information they need to know to be able to vote, or instruct their bank, broker, trust or other nominee to vote, at the Annual Meeting or any adjournment or postponement thereof.

Attendance at the Virtual Annual MeetingDate, Time and Place

We will host the Annual Meeting live online, via Internet webcast, which will start at 9:00 a.m., Central Time, on May 4, 2021.10, 2022. To access the Annual Meeting, please go to www.virtualshareholdermeeting.com/SRGA2021SRGA2022. Please login to the Annual Meeting fifteen minutes prior to the start time. Stockholders whose shares are registered directly with Broadridge in the stockholder’s name will be asked to submit their 16-digit control number found on the stockholder’s proxy card in order to register to participate in and vote at the Annual Meeting. Stockholders whose shares are held by a broker, bank or other nominee must also login using their 16-digit control number. Stockholders may vote before or during the Annual Meeting at www.virtualshareholdermeeting.com/SRGA2021SRGA2022. Only stockholders present virtually or by proxy will be able to vote, or otherwise exercise the powers of a stockholder, at the Annual Meeting.

Purpose of the Annual Meeting

At the Annual Meeting, Surgalign’s stockholders will be asked to consider and vote upon:

Recommendation of the Surgalign Board

The Board unanimously recommends that Surgalign stockholdersyou vote (i) “FOR” all of the ninesix nominees to the Board named in the Election of Directors Proposal; and (ii) “FOR” the Share Increase Proposal; (iii) “FOR” the Reverse Stock Split Proposal; (iv) “FOR” the Incentive Plan Amendment Proposal; (v) “FOR” the “Say on Pay” Proposal, “FOR” the Share Increase Proposal, “FOR” the ESPP Proposal, “FOR” the Incentive Plan Proposal, “FOR” the “Say on Pay” ProposalProposal; and (vi) “FOR” the Auditor Ratification Proposal.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of record of Surgalign common stock at the close of business on the Surgalign record date, March 15, 2021,April 4, 2022, are entitled to notice of and to vote at the Annual Meeting. As of March 15, 2021,April 4, 2022, there were 110,268,280198,734,928 shares of Surgalign common stock outstanding and entitled to vote at the Annual Meeting (including 1,392,917472,509 unvested restricted shares of Surgalign common stock), held by approximately 29736 holders of common stock and 41 holders of unvested restricted shares.record. Each holder of Surgalign common stock is entitled to one vote for each share of Surgalign common stock owned as of the record date.

A complete list of Surgalign stockholders entitled to vote at the Annual Meeting will be available for review through the meeting website for stockholders who choose to attend and at the executive offices of Surgalign during ordinary business hours for a period of ten days before the Annual Meeting. If you would like to inspect the stockholder list, call our Corporate Secretary at (224) 303-4651 to schedule an appointment.

Quorum Required

A quorum is necessary to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of Surgalign common stock entitled to vote at the Annual Meeting, either present virtually or represented by proxy, will constitute a quorum. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

Voting by Surgalign’s Directors and Executive Officers

As of March 15, 2021,April 4, 2022, Surgalign’s directors and executive officers beneficially owned and were entitled to vote an aggregate of 12,222,58820,381,859 shares of Surgalign common stock, or the right to vote approximately 11%10.3% of the total Surgalign voting stock outstanding on March 15, 2021.April 4, 2022.

Voting; Proxies; Revocation

Voting by Virtual Attendance

Surgalign shares held in your name as the stockholder of record may be voted by you via webcast at the Annual Meeting. Surgalign shares held beneficially in street name may also be voted by you via webcast at the Annual Meeting. Even if you plan to attend the Annual Meeting, Surgalign recommends that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting by Proxy

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting virtually. If you are a stockholder of record, you may vote by submitting a proxy by one of the methods described below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions below and those included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, trustee or nominee.

If a proxy card is signed and returned without an indication as to how the shares represented by the proxy are to be voted with regard to a particular proposal, the shares represented by the proxy will be voted “FOR” each such proposal.

Votes cast by proxy or virtually at the Annual Meeting will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.

If any matters are properly presented for consideration at the Annual Meeting, the persons named in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently expect that any other matters will be raised at the Annual Meeting.

Revocation of Proxy

Any holder of Surgalign common stock has the right to revoke his, her or herits proxy at any time prior to voting at the Annual Meeting by: (1) filing a written revocation with the Corporate Secretary of Surgalign prior to the voting of such proxy; (2) giving a duly executed proxy bearing a later date; or (3) attending the Annual Meeting and voting virtually. Virtual attendance by a stockholder at the Annual Meeting will not itself revoke his, her or herits proxy. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

Proxy Solicitation; Expenses

Surgalign will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Surgalign will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Surgalign shares and secure their voting instructions, if necessary. Surgalign will reimburse the record holders for their reasonable expenses in taking those actions.

Surgalign has also made arrangements with Okapi Partners LLC (“Okapi”) to assist in soliciting proxies and in communicating with Surgalign stockholders. Surgalign will pay Okapi a base fee of $10,000 $12,500for these services, plus its related costs and expenses. If necessary, Surgalign may also use several of its employees, who will not be specially compensated, to solicit proxies from Surgalign stockholders, either personally or by telephone, the Internet, facsimile or letter.

Adjournments

If a quorum is not present, the Annual Meeting may be adjourned for such periods as the holders of a majority of the shares of Surgalign common stock entitled to vote shall direct. At any subsequent reconvening of the Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Annual Meeting, please contact Okapi, the proxy solicitation agent for Surgalign, toll-free at (877) 285-5990.

PROPOSAL 1: ELECTION OF DIRECTORS PROPOSAL

Composition of the Board

Our Board currently consists of nineseven directors. As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021, Ms. Weis will not stand for re-election as a director of the Company and will retire from the Board effective as of the date of the Annual Meeting. The Board and the Company thank Ms. Weis for her many dedicated years of service to the Company. Ms. Conley was nominated by the Board to fill the vacancy created by the retirement of Ms. Weis, subject to Ms. Conley’s election by holders of our common stock at the Annual Meeting. Accordingly, ifIf all ninesix nominees are elected, after the Annual Meeting, the Board will consist of ninesix directors. The directors are elected by holders of our common stock. At this year’s Annual Meeting, you will be asked to elect all directors for one-year terms. Pawel Lewicki, PhD was not renominated by the Board for election as a director at the Annual Meeting and his term of office will cease at the Annual Meeting, absent his earlier death, resignation or removal. Effective as of the Annual Meeting, the Board has resolved to reduce the size of the Board by one, being the seat currently held by Dr. Lewicki. The Board determined not to renominate Dr. Lewicki due to, among other things, the Board’s belief that given Dr. Lewicki’s personal financial and other interests in the transactions involving Holo Surgical Inc. and Inteneural Networks Inc., and other disagreements between Dr. Lewicki and the Company, it was in the best interest of the Company and its shareholders that Dr. Lewicki not continue to serve as a director of the Company. Dr. Lewicki has informed the Board that he disagrees with the Company’s determination not to renominate him for election to the Board. Dr. Lewicki has served as a director of the Company since November 2020, and the Board thanks him for his past service.

Director Nominees for Election

Based on the recommendation of the Nominating and Governance Committee, the Board’s nominees for election by the stockholders are as follows: Ms. Conley; Dr. Lewicki; Mr. Lightcap; Mr. McEachin; Mr. Rich; Mr. Simpson; Mr. Stolper; Mr. Thomas; and Mr. Valeriani.

If elected at the Annual Meeting, the nominees will serve a one-year term until the 20222023 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to their earlier resignation or removal. It is the intention of the persons named in the accompanying form of proxy to nominate as directors and to vote such proxy for the election of Ms. Conley; Dr. Lewicki; Mr. Lightcap; Mr. McEachin; Mr. Rich; Mr. Simpson; Mr. Stolper; Mr. Thomas; and Mr. Valeriani. We are not aware of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate as a substitute.

Director Qualifications and Biographical Information

The Nominating and Governance Committee seeks directors with established strong professional reputations and experience in businesses and other organizations of comparable size and complexity to our Company and in areas relevant to the strategy and operations of our Company’s business. The nominees for director include individuals who hold or have held senior executive positions in organizations operating in industries and end-markets that our Company serves and who have experience serving on boards of directors of other companies. In these positions, they have gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management and oversight, leadership development and corporate governance practices and trends. The Nominating and Governance Committee has adopted criteria for the selection of directors, seeking to address both the needs of the Company and certain regulatory requirements.

The Nominating and Governance Committee believes that each of the nominees has other key attributes that are important to an effective board: personal and professional integrity; exceptional ability and judgment; candor; analytical skills; the willingness to engage management and each other in a constructive and collaborative fashion; and the ability and commitment to devote significant time and energy to service on the Board and its Committees. The Nominating and Governance Committee takes into account diversity considerations in determining the Company’s slate and planning for director succession and believes that, as a group, the nominees and other remaining directors bring a diverse range of perspectives to the deliberations of the Board. As required by the Nasdaq listing standards, a majority of our directors are independent. We believe the atmosphere of our Board is collegial and that all directors are engaged in their responsibilities. For additional information about our director independence requirements, consideration of director candidates, leadership structure of our Board and other corporate governance matters, see the sections captionedentitled “Corporate Governance—Board of Directors” and “—Director Nomination Process” beginning on page [    ]18 of this proxy statement.

In addition to the above, the Nominating and Governance Committee considered the specific experience described in the biographical details of the nominees that follow in determining to nominate these individuals for election as directors.

CORPORATE GOVERNANCE

Our Board believes that corporate governance and corporate social responsibility should each play a significant role in maximizing stockholder value in a manner consistent with legal requirements and high standards of integrity. Our Board adheres to certain corporate governance practices and corporate social responsibility practices that the Board and management believe promote this purpose and reflect our values. The Company’s Corporate Governance Guidelines are available on our website at http:https://www.surgalign.com/investors/governanceir.surgalign.com/corporate-governance.

Board of Directors

Members and Director Independence

Our current Board of Directors currently consists of nineseven members: Sheryl L. Conley; Pawel Lewicki, PhD; Jeffrey C. Lightcap; Thomas A. McEachin; Terry M. Rich; Stuart F. Simpson; Mark D. Stolper; Paul G. Thomas; and Nicholas J. Valeriani; and Shirley A. Weis. As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021, Ms. Weis will not stand for re-election as a director of the Company and will retire from the Board effective as of the date of the Annual Meeting. Ms. Conley was nominated by the Board to fill the vacancy created by the retirement of Ms. Weis, subject to Ms. Conley’s election by holders of our common stock at the Annual Meeting.Valeriani. Our Board has determined that each of our current directors and each of our nominees, except for Messrs.Mr. Rich, Lewicki and Simpson, is an “independent director” as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules. Accordingly, if the ninesix nominees to serve as directors are elected at the Annual Meeting, our Board will consist of ninesix members, sixfive of whom qualify as an “independent director.”

The Board’s Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. These committees then provide reports to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include strategic, operational, financial and reporting, succession planning and compensation, legal, compliance, and other risks. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets in executive session with key management personnel and representatives of outside advisors as appropriate.

Board Leadership Structure

We operate under a leadership structure in which the positions of ChairmanChair of the Board and Chief Executive Officer have been separated, such that each position is held by a different person. Mr. SimpsonMs. Conley currently serves as our ChairmanChair of the Board and Mr. Rich serves as our President, Chief Executive Officer and a member of the Board. While we believe this structure is currently the most effective for our company, at this time, the Board has no mandatory policy with respect to the separation of the offices of ChairmanChair of the Board and Chief Executive Officer. The Board believes that, in our circumstances, there are advantages to having someone other than the Chief Executive Officer serve as ChairmanChair of the Board for matters such as communications and relations between the Board and the Chief Executive Officer and other senior management. In particular, the Board believes that the current structure enhances the Board’s oversight of management and allows our Chief Executive Officer to focus primarily on his management responsibilities.

The ChairmanChair of the Board oversees the planning of the annual Board calendar, and, with the Chief Executive Officer in consultation with the other directors, schedules and sets the agenda for meetings of the Board and leads the discussion at such meetings. The ChairmanChair of the Board also presides at executive sessions, serves as a liaison between the Chief Executive Officer and the other directors, oversees the process pursuant to which directors receive appropriate and timely information, assists the Chairpersons of the Board committees in preparing agendas for the respective committee meetings, chairs the Company’s Annual Meeting of Stockholders, is available in appropriate circumstances to speak on behalf of the Board, and performs such other functions and responsibilities as set forth in our Bylaws or as requested by the Board from time to time.

TheAs the prior Chairman, Stuart F. Simpson, was not independent, in 2021 the Company also hashad a Lead Independent Director, nominated by the Nominating and Governance Committee and approved by the Board. As Lead Independent Director,Upon Mr. Stolper provides assertive, independent leadership inSimpson’s resignation from the boardroom when there are independence concerns withBoard and Ms. Conley’s nomination, the Chairman or if the Chairman is unable to attend a meeting. Mr. Stolper has a thorough understanding of the Board’s oversight role and leading corporate governance practices. The Board has determined that the structure ofCompany discontinued the Lead Independent Director and the function and composition of the Committees are appropriate means to address any potential conflicts of interest that may arise.role.

Board Meetings

During 2020,2021, the Board held 2018 meetings, the Audit Committee held 3110 meetings, the Compensation Committee held nine7 meetings and the Nominating and Governance Committee held six5 meetings. All directors attended at least 75% of the aggregate of all Board of Directors and applicable Committee meetings during the period in which they served. Directors are expected to attend the Company’s annual meeting of stockholders. The Board also holds executive sessions of the non-management members of the Board at least once per quarter. Other than Dr. Lewicki and Messrs. Rich and Simpson, who joined the Board in 2020, allAll members of the Board attended last year’s annual meeting of stockholders.

Committees of the Board

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee which assist our Board in discharging its responsibilities. The members of the Board on the date of this proxy statement, and the committees of the Board on which they serve, are identified below:

Name

Audit

Compensation

Nominating and Governance

Terry M. Rich

—

—

—

Sheryl L. Conley (I)

—

—

Pawel Lewicki, PhD

—

—

—

Jeffrey C. Lightcap (I)

—

—

Thomas A. McEachin (I)

—

—

Stuart F. Simpson

—

—

—

Mark D. Stolper (I)

Paul G. Thomas (I)

—

Nicholas J. Valeriani (I)

—

Shirley A. Weis (I)

—

—

		Committee Chair

		Member
(I)		Independent

Audit Committee

Our Audit Committee is charged with, among other things, the appointment of our independent registered public accounting firm, as well as discussing and reviewing with the independent registered public accounting firm the scope and the results of the annual audit, pre-approving the engagement of the independent registered public accounting firm for all audit-related services and permissible non-audit related services, and reviewing and approving all related-party transactions. Our Audit Committee also reviews interim financial statements included in our quarterly reports and reviews financial statements and related documents filed with the SEC. The Board has determined that each member of the Audit Committee is independent within the meaning of the director independence standards of the Nasdaq Listing Rules as well as the heightened director independence standards of the SEC for Audit Committee members, including Rule 10A-3(b)(1) under the Exchange Act. The Board has also determined that each of the members of the Audit Committee is financially literate and is able to read and understand consolidated financial statements and that Mr. McEachin qualifies as an “Audit Committee Financial Expert” as defined in the Exchange Act. During 2020,2021, our Audit Committee met 31ten times. The charter of the Audit Committee is available on our website at http:https://www.surgalign.com/investors/governance.ir.surgalign.com/corporate-governance.

Compensation Committee

Our Compensation Committee plans, reviews and administers our executive and certain broad-based compensation programs. The Board has determined that each member of the Compensation Committee is

Nominating and Governance Committee

Our Nominating and Governance Committee was established for the purposes of assisting our Board in its selection of nominees for election to the Board at Annual Meetings of the Stockholders and to fill any vacancies or newly created directorships and assisting the Board in its oversight of the corporate governance of the Company, including the Company’s Corporate Compliance and Ethics Program. The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of the director independence standards of the Nasdaq Listing Rules. Our Nominating and Governance Committee met sixfive times in 2020.2021. The charter of the Nominating and Governance Committee is available on our website at http:https://www.surgalign.com/investors/governance.ir.surgalign.com/corporate-governance.

Board Diversity

The Board believes that a diverse board is better able to effectively oversee our management and strategy, and position the Company to deliver long-term value for our stockholders. The Board considers diversity, including gender and ethnic diversity as adding to the overall mix of perspectives of the Board as a whole. With the assistance of our Nominating and Governance Committee, the Board regularly reviews trends in board composition, including on director diversity. The table below provides additional diversity information regarding our Board of Directors as of April 11, 2022. Each of the categories listed below table has the meaning as it used in Nasdaq Listing 5605(f).

Director Nomination Process

Director Qualifications

The Nominating and Governance Committee has adopted broad, general criteria for the selection of directors, seeking to address both the needs of the Company and certain regulatory requirements, but has not formally established any specific qualifications, qualities or skills that must be met by each candidate for the Board. We seek board members who are highly qualified individuals with diverse backgrounds, have an understanding of the technical and commercial aspects of the Company’s business and industry, have good judgment and skills and have depth and breadth of professional experience or other background characteristics.

Identifying Nominees

The Nominating and Governance Committee, on a periodic basis, solicits ideas for possible candidates from members of the Board, executive officers and individuals personally known to members of the Board. In

addition, the Nominating and Governance Committee is authorized to use its authority under its charter to retain at the Company’s expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms). Prospective candidates recommended by stockholders are also considered (as discussed below).

Stockholder Nominations

Our Nominating and Governance Committee will consider director nominees recommended by stockholders. Pursuant to the charter of our Nominating and Governance Committee, any qualified candidates recommended by stockholders will be reviewed and evaluated against the same criteria applicable to the evaluation of candidates proposed by our directors, executive officers, third-party search firms or other sources. To submit recommendations, stockholders must follow the procedures set out in the section captionedentitled “Future Stockholder Proposals” beginning on page [    ]73 of this proxy statement.

Review of Director Nominees

In evaluating proposed director candidates, the Nominating and Governance Committee may consider, in addition to any minimum qualifications and other criteria for Board of Directors’ membership approved by the Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the proposed director candidate’s understanding of the Company’s business and industry, his or her judgment and skills, his or her depth and breadth of professional experience or other background characteristics,

Code of Ethics for Senior Financial Professionals

Our Board has adopted a Code of Ethics for Senior Financial Professionals, applicable to our Chief Executive Officer, Chief Financial Officer and Vice President, of Finance,Chief Accounting Officer & Corporate Controller. The Code of Ethics for Senior Financial Professionals is available on our website at http:https://www.surgalign.com/investors/governance.ir.surgalign.com/corporate-governance.

Code of Conduct

Our Board has also adopted a Code of Conduct applicable to all of our directors, officers and employees. The Code of Conduct is available on our website at http:https://www.surgalign.com/investors/governance.ir.surgalign.com/corporate-governance.

Compensation Committee Interlocks and Insider Participation

During 2020, Ms. Weis,2021, Mr. Stolper, Mr. Thomas, and Mr. Valeriani served as members of our Compensation Committee. No member of our Compensation Committee was an officer or employee of ours during 20202021 or had any other relationship with us requiring disclosure. None of our executive officers serves as a member of the Board or the Compensation Committee of any other entity that has one or more executive officers serving as a member of our Board or our Compensation Committee.

EXECUTIVE OFFICERS OF THE COMPANY

The Company’s current executive officers on the date of this proxy statement are identified below.

PROPOSAL 2: SHARE INCREASE PROPOSAL

On March 10, 2021,8, 2022, our Board unanimously approved, subject to stockholder approval, an amendment (the “Certificate of Amendment”) to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase ourthe total number of shares authorized for issuance from 300,000,000 to 600,000,000 shares of common stock, from 150,000,000 to 300,000,000 and to make a corresponding change to the number of authorized shares of capital stock. The form of the proposed Certificate of Amendment effecting the amendment is attached to this proxy statement as Annex A.

The additional common stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding common stock. Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of our currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as diluting earnings per share, voting power and common shareholdings of stockholders. It could also have the effect of making it more difficult for a third party to acquire control of our company.

Our Board has determined that it would be in our best interests to increase the number of authorized shares of common stock in order to provide our company with the flexibility to pursue all finance and corporate opportunities involving our common stock, which may include private or public offerings of our equity securities, without the need to obtain additional stockholder approvals. There are currently no formal proposals or agreements that would require an increase in our authorized shares of common stock. Each additional authorized share of common stock would have the same rights and privileges as each share of currently authorized common stock.

As of March 15, 2021, 110,268,280April 4, 2022, 198,734,928 shares of common stock, $0.001 par value, were outstanding, leaving 39,731,720101,265,072 shares of common stock available for issuance. As of March 15, 2021,April 4, 2022, we had reserved, pursuant to various equity award plans, 14,937,54298,720,891 shares of common stock, of which 5,726,03515,342,608 were reserved for options granted and outstanding and 842,6089,347,167 were available for future grants and purchases pursuant to various equity award plans. Additionally, as of March 15, 2021,April 4, 2022, we had no warrants outstanding to purchase shares of common stock. Thus, asAs of March 15, 2021,April 4, 2022, we had 24,794,178965,995 shares of common stock that were unissued and unreserved for issuance.

From our inception, we have financed our operations primarily through the sale of equity securities and debt financings. Until we can generate sufficient product revenues, we expect to finance our cash needs in whole or in part through equity offerings. If the authorization of an increase in the available common stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to meet our objectives.

If this proposal is not approved by our stockholders, our financing alternatives will likely be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation. In addition, our future success depends upon our ability to attract, retain and motivate highly-skilled scientific, commercial and managerial employees, and if this proposal is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

At present, our Board has no immediate plans, arrangements or understandings to issue the additional shares of common stock. However, it desires to have the shares available to provide additional flexibility to use our common stock for business and financial purposes in the future as well to have sufficient shares available to provide appropriate equity incentives for our employees. The shares will be available for issuance by our Board

for proper corporate purposes, including but not limited to, acquisitions, financings and equity compensation

PROPOSAL 3: REVERSE STOCK SPLIT PROPOSAL

Background and Purpose of the Potential Reverse Stock Split

Our common stock is currently listed on the Nasdaq Global Select Market under the symbol “SRGA”. The continued listing requirements of the Nasdaq Global Select Market provide, among other things, that our common stock must maintain a closing bid price in excess of $1.00 per share. On December 23, 2021, the Company received written notice from Nasdaq indicating that the Company was not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Select Market, as set forth in Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until June 21, 2022, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period.

If the Company does not regain compliance with the Minimum Bid Price Requirement by June 21, 2022, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. Following a transfer to The Nasdaq Capital Market, the Company will be afforded the second 180 calendar day period to regain compliance, unless it does not appear to Nasdaq that it is possible for the Company to cure the deficiency. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

Our Board determined that the continued listing of our common stock on the Nasdaq Global Select Market is beneficial for our stockholders. The delisting of our common stock from Nasdaq would likely have very serious consequences for the Company and our stockholders. If our common stock is delisted from the Nasdaq Global Select Market, our board of directors believes that the trading market for our common stock could become significantly less liquid, which could reduce the trading price of our common stock and increase the transaction costs of trading in shares of our common stock.

The principal purpose of the Reverse Stock Split Proposal is to decrease the total number of shares of common stock outstanding and proportionately increase the market price of the common stock in order to meet the continuing listing requirements of the Nasdaq Global Select Market. Accordingly, our board of directors approved the Reverse Stock Split Proposal in order to help ensure that the share price of our common stock meets the continued listing requirements of the Nasdaq Global Select Market. Our board of directors intends to effect the Reverse Stock Split Proposal only if it believes that a decrease in the number of shares outstanding is in the best interests of the Company and our stockholders and is likely to improve the trading price of our common stock and improve the likelihood that we will be allowed to maintain our continued listing on the Nasdaq Global Select Market. Our board of directors may determine to effect the Reverse Stock Split Proposal even if the trading price of our common stock is at or above $1.00 per share. We believe that approval of a number of alternative ratios of the reverse stock split as opposed to one specific ratio of the reverse stock split provides the Board with the flexibility to achieve the purposes of the Reverse Stock Split Proposal.

In addition to establishing a mechanism for the price of our common stock to meet the Minimum Bid Price Requirement, we also believe that the Reverse Stock Split Proposal will make our common stock more attractive to a broader range of institutional and other investors. It is our understanding that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other

members of the investing public. It is also our understanding that many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. However, some investors may view the reverse stock split negatively because it reduces the number of shares of common stock available in the public market.

Reducing the number of outstanding shares of our common stock through the reverse stock split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the reverse stock split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the reverse stock split, that the market price of our common stock will not decrease in the future, or that our common stock will achieve a high enough price per share to permit its continued listing by Nasdaq.

Board Discretion to Implement the Reverse Stock Split

Approval of this proposal authorizes the Board to select the following range of reverse stock split ratios: 1-for-15; 1-for-20; or 1-for-30. The Board expects to implement the reverse stock split only where the reverse stock split would be in the best interests of the Company and its stockholders.

Following stockholder approval, no further action on the part of stockholders will be required to either implement or abandon the reverse stock split. If the Reverse Stock Split Proposal is approved by stockholders and the Board determines to implement the reverse stock split, we would communicate to the public, prior to the effective date of the reverse stock split, additional details regarding the reverse stock split (including the final reverse stock split ratio, as determined by the Board and the proportionate decrease in the number of authorized shares of common stock and preferred stock). The Board reserves its right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that the Reverse Stock Split Proposal is no longer in the best interests of the Company or its stockholders.

Risks Associated with the Reverse Stock Split

Reducing the number of outstanding shares of our common stock through the reverse stock split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business and industry may adversely affect the market price of our common stock. As a result, there can be no assurance that the reverse stock split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the reverse stock split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split. Accordingly, the total market capitalization of our common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split.

Impact of the Proposed Reverse Stock Split If Implemented

The reverse stock split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests or proportionate voting power, except to the extent that the reverse stock split could result in any of our stockholders receiving cash in lieu of a fractional share. As described below,

stockholders otherwise entitled to fractional shares as a result of the reverse stock split will receive cash payments in lieu of such fractional shares. These cash payments will reduce the number of post-reverse stock split stockholders to the extent there are presently stockholders who would otherwise receive less than one share of our common stock after the reverse stock split. The other principal effects of the reverse stock split will be that:

Authorized Shares of Common Stock and Preferred Stock; the Share Increase Proposal, the Incentive Plan Amendment Proposal and the Reverse Stock Split Proposal

Under our Amended and Restated Certificate of Incorporation, our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001, and 5,000,000 shares of preferred stock, par value $0.001. The Reverse Stock Split Proposal, if implemented, would not have any effect on the authorized number of shares of our common stock or preferred stock. If the Company receives stockholder approval of the Reverse Stock Split Proposal, the Board will not implement the Share Increase Proposal. If the Reverse Stock Split Proposal and the Incentive Plan Amendment Proposal are both approved and the Board decides to implement the Reverse Stock Split Proposal, the Incentive Plan Amendment Proposal shall be implemented prior to the implementation of the Reverse Stock Split Proposal. Upon the implementation of the Reverse Stock Split Proposal, the number of shares authorized to be issued pursuant to the Incentive Plan would be proportionally reduced in accordance with the reverse stock split.

Because the number of authorized shares of our common stock and preferred stock will not be reduced in connection with the reverse stock split, the Reverse Stock Split Proposal will increase the Board’s ability to issue authorized and unissued shares of our common stock or preferred stock without further stockholder action. The issuance of these shares would have a potentially more dilutive effect on our existing stockholders if the Reverse Stock Split Proposal is implemented, and could also allow the Company to resist a hostile takeover attempt or other changes in management. The Company has not entered into any agreements providing for the issuance of any of the authorized but unissued shares, whether available as a result of the Reverse Stock Split or otherwise.

As of April 4, 2022, we had approximately 198,734,928 shares of common stock outstanding and the ability to issue approximately 101,265,072 shares. Of the 101,265,072 shares available for issuance, we have reserved 98,720,891 shares of common stock reserved for warrants issued pursuant to previous equity financings, and pursuant to various equity compensation plans. As of April 4, 2022, we had no shares of preferred stock outstanding and the ability to issue 5,000,000 shares. The below table illustrates the approximate number of

and the ability to issue 5,000,000 shares. The below table illustrates the approximate number of shares of common stock that would be outstanding and the number of shares of common stock that we would have the ability to issue based on the following reverse stock split ratios:

Except for the shares issuable from: (i) the exercise or conversion of outstanding options; (ii) the exercise of any outstanding warrants issued in connection with previous financings; and (iii) the number of shares deliverable upon settlement or vesting of outstanding equity awards, we do not currently have any plans, proposals or arrangements to issue any material number of our authorized but unissued shares of common stock. The issuance of any shares pursuant to the preceding sentence were all well within the number of shares authorized and available prior to the proposed reverse stock split.

As of the date of this proxy statement, we do not currently have any plans, proposals or arrangements to issue any of our authorized but unissued shares of preferred stock.

Fractional Shares

Our stockholders will not receive fractional shares in connection with the reverse stock split. Instead, our transfer agent will aggregate all fractional shares and sell them as soon as practicable after the implementation of the reverse stock split at the then-prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share. We expect that the transfer agent would conduct the sale in an orderly fashion at a reasonable pace and that it may take a number of days to sell all of the aggregated fractional shares of our common stock. After the transfer agent’s completion of such sale, stockholders would receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.

Stockholders will not be entitled to receive interest for the period of time between the effective time of the reverse stock split and the date payment is made for their fractional share interest in our common stock.

Shares of common stock held in registered form (that is, stock held by you in your own name in the stock register records maintained by our transfer agent) and stock held in “street name” (that is, stock held by you through a bank, broker or other nominee) for the same investor would be considered held in separate accounts and will not be aggregated when effecting the reverse stock split. Banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split. If you hold your shares in street name through a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your nominee.

Effect on Stockholders

Certain of our stockholders hold their shares electronically in book-entry form and certain of our stockholders hold their shares in certificated form. For those stockholders who hold their shares in book-entry form, no action is required on the part of any stockholder to receive their post-reverse stock split shares of our common stock or their cash payment in lieu of any fractional interest, if applicable. For those stockholders who hold their stock in certificated form, our transfer agent will provide the methods for effecting the exchange of stock certificates, whether by letter of transmittal or otherwise. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO. As of the date of this proxy statement, we have no shares of preferred stock outstanding.

Accounting Matters

The amendment to our Amended and Restated Certificate of Incorporation will not affect the par value of our common stock per share or preferred stock per share, both of which will remain $0.001 par value per share. As of the effective time of the reverse stock split the stated capital attributable to our common stock on our balance sheet will be reduced proportionately based on the reverse stock split ratio (including a retroactive adjustment of prior periods) the Board selects, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported net income or loss per share will increase because there will be fewer shares of common stock outstanding. As of the date of this proxy statement, we have no shares of preferred stock outstanding.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes certain material U.S. federal income tax consequences of the reverse stock split to U.S. Holders (as defined below) of our common stock. The income tax consequences to U.S. Holders of our preferred stock will depend on the terms and conditions of such preferred stock.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change or to different interpretation, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under U.S. federal income tax law (such as banks or other financial institutions, insurance companies, dealers in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, former citizens or residents of the U.S., partnerships or other pass-through entities (or investors therein), persons that hold our common stock as part of a straddle, hedge, conversion or other integrated transaction, non-U.S. trusts and estates that have U.S. beneficiaries, persons subject to the alternative minimum tax, U.S. Holders that have a “functional currency” other than the U.S. dollar, “controlled foreign corporations,” or “passive foreign investment companies”). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal tax considerations other than U.S. federal income tax considerations (such as gift tax considerations).

This summary is for general information only. This summary is not binding on the Internal Revenue Service (“IRS”) or a court. We have not sought, and do not intend to seek, any tax opinion from counsel or ruling from the IRS with respect to any of the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements, or that a contrary position taken by the IRS would not be sustained by a court.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSIDERATIONS RELATING TO THE REVERSE STOCK SPLIT IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of common stock that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the U.S., (ii) a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (x) with respect to which a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity treated as a partnership for U.S. federal income tax purposes is the beneficial owner of our common stock, the tax treatment of a partner will depend in part upon the status and activities of the entity and of

the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the reverse stock split.

The reverse stock split is intended to constitute a recapitalization for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code, and the following discussion assumes the reverse stock split so qualifies.

Other than the cash payments for fractional shares discussed below, no gain or loss should be recognized by a U.S. Holder upon the exchange of pre-reverse stock split shares for post-reverse stock split shares. The aggregate tax basis of the post-reverse stock split shares will be equal to the aggregate tax basis of the pre-reverse stock split shares exchanged therefor, reduced by any amount allocable to a fractional share for which cash is received. A U.S. Holder’s holding period in the post-reverse stock split shares will include the period during which the U.S. Holder held the pre-reverse stock split shares exchanged therefor.

In general, the receipt of cash by a U.S. Holder instead of a fractional share interest in the post-reverse stock split shares will result in a taxable gain or loss to such U.S. Holder for U.S. federal income tax purposes. The amount of the taxable gain or loss to the U.S. Holder will be determined based upon the difference between the amount of cash received by such U.S. Holder and such holder’s basis in its applicable pre-reverse stock split share or shares. The gain or loss recognized will constitute capital gain or loss, and will constitute long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year as of the effective date of the reverse stock split. There are limitations on the deductibility of capital losses under the Code.

If the Certificate of Amendment is approved by the requisite vote of the stockholders, we will file the Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State as soon as reasonably practicable after the Annual Meeting. The Certificate of Amendment shall become effective upon filing with the Delaware Secretary of State.

Accordingly, we are asking our stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the stockholders approve the amendment to Surgalign’s Amended and Restated Certificate of Incorporation, as amended, to increaseeffect a reverse stock split of the total number of shares authorized for issuance from 150,000,000issued and outstanding shares of common stock to 300,000,000 shares ofour common stock.”

Vote Required for Approval

Assuming a quorum is present, the Share IncreaseReverse Stock Split Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding as of the record date for the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Share IncreaseReverse Stock Split Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” THE SHARE INCREASE PROPOSAL.

PROPOSAL 4: INCENTIVE PLAN AMENDMENT PROPOSAL

We are asking stockholdersThe Board, acting upon the recommendation of the Compensation Committee, has approved the amendment to approve the Surgalign Holdings, Inc. 2021 Incentive Compensation Plan (the “Incentive Plan”) to increase the number of shares of the common stock that are reserved under the Incentive Plan from 5,000,000 shares to 20,000,000 shares (the “Amendment”).

As of the record date, we had 1,733,854 shares of common stock available for issuance under the Incentive Plan. There were 160 participants of the Incentive Plan as of the Record Date.

The Compensation Committee has reviewed the Incentive Plan and determined that the Incentive Plan requires additional available shares for issuance to provide flexibility with respect to stock-based compensation that the Compensation Committee believes is necessary to establish appropriate long-term incentives to achieve our objectives. The Board believes that stock-based incentive awards can play an important roleit is advisable to increase the 5,000,000 share limit to 20,000,000 shares in the success of our Company. These incentives are givenorder to attract, motivate, retain and reward high-quality executives and employees, officers, directors and consultants of ourto the Company and provide these individuals withor its subsidiaries by enabling such persons to acquire or increase a proprietary interest in our Company. Our Board believes a compensation policythe Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

The Amendment would increase the number of shares of common stock that includes a balanced mixmay be issued as awards under the Incentive Plan by 15,000,000 shares. A copy of cashthe Amendment is attached to this proxy statement as Annex C and equity is the most effective way to attract and retain talented employees whose interests are aligned with stockholders.incorporated by reference in this proxy statement.

Summary of Material Provisions of the Incentive Plan

A summary of the material terms of the Incentive Plan is set forth below. ThisThe summary below is qualified in its entirety by the full textterms of the Incentive Plan, as proposed to be amended, a copy of which is filed as Annex C to thisthe proxy statement on Schedule 14A filed with the SEC on April 1, 2021, and whichthe Incentive Plan is incorporated by reference intoin this Proposal No. 4. We encourage stockholders to read and refer to the complete plan document in Annex C for a more complete description of the Incentive Plan.proxy statement.

Purposes. The purpose of the Incentive Plan is to assist Surgalign and its subsidiaries in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors and consultants to the Company or its subsidiaries by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

Authorized Shares. Subject to the adjustment provisions contained in the Incentive Plan, assuming this Incentive Plan Amendment Proposal No. 4 is approved by our stockholders, the maximum number of shares of common stock that may be issued pursuant to awards under the Incentive Plan would equal 5,000,000, plus20,000,000. If the Reverse Stock Split Proposal and the Incentive Plan Amendment Proposal are both approved and the Board decides to implement the Reverse Stock Split Proposal, the Incentive Plan Amendment Proposal shall be implemented prior to the implementation of the Reverse Stock Split Proposal. Upon the implementation of the Reverse Stock Split Proposal, the number of shares remaining available for awards underauthorized to be issued pursuant to the RTI Surgical Inc. 2018 Incentive Compensation Plan (the “2018 Plan”), which we anticipate willwould be no more than 842,608 additional shares of Common Stock.proportionally reduced in accordance with the reverse stock split.

The shares reserved for issuance under the planIncentive Plan may be authorized, but unissued shares. If an option or stock appreciation right expires or becomes unexercisable without having been exercised in full, or if shares subject to other types of awards are forfeited to or repurchased by us due to failure to vest, those shares will become available for issuance again under the Incentive Plan. With respect to stock appreciation rights settled in common stock, the net number of shares exercised under the stock appreciation right award will cease

to be available under the Incentive Plan. In addition, to the extent that we pay out an award in cash rather than common stock, such cash payment will not reduce the number of shares available for issuance under the Incentive Plan.

Plan Administration. The Compensation Committee of the Board of Directors (the “Committee”) or a committee appointed by the Board administers the Incentive Plan, except to the extent the Board elects to administer the Incentive Plan, in which case the Incentive Plan shall be administered by only independent members of the Board. With respect to awards granted or to be granted to certain officers and key employees intended to be an exempt transaction under Rule 16b-3 of the Exchange Act (“Rule 16b-3”), the members of the committee administering the Incentive Plan with respect to those awards must qualify as “non-employee directors” under Rule 16b-3 and only such non-employee directors will administer the Incentive Plan with respect to such awards.

Subject to the provisions of the Incentive Plan, the Committee has the power to determine the eligible persons to become participants and the terms of the awards not inconsistent with the Incentive Plan, including granting awards, determining the type, number and other terms and conditions of, and all other matters relating to, awards, prescribing award agreements and rules and regulations for the administration of the Incentive Plan, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Incentive Plan. The Committee’s decisions and interpretations are final and binding on all participants and any other holders of awards, and are given the maximum deference permitted by law.

Restricted stock awards may (but are not required to) be subject to vesting conditions, as the Committee specifies, and the shares of common stock acquired may not be transferred by the participant until the vesting conditions (if any) are satisfied. The Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have full voting rights, and rights to dividends and other distributions, with respect to such shares upon grant without regard to vesting, unless the Committee provides otherwise. Such dividends and other distributions, if any, that are paid in shares of stock will be subject to the same restrictions of transferability and forfeitability as the shares of restricted stock on which they were paid.

Restricted Stock Units. Each restricted stock unit granted under the Incentive Plan is a bookkeeping entry representing an amount equal to the fair market value of one share on the date of grant. Each restricted stock unit award will be evidenced by an award agreement that specifies the number of restricted stock units subject to the award, vesting criteria (which may include accomplishing specified performance criteria or continued service to us), form of pay out, and other terms and conditions of the award, as determined by the Committee, subject to the terms of the Incentive Plan. Restricted stock units result in a payment to a participant if the performance goals or other vesting criteria are achieved or the awards otherwise vest. The Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed (subject to the minimum vesting requirements). The Committee determines in its sole discretion whether an award will be settled in cash, shares of common stock, or a combination of both.

restricted stock award, restricted stock unit award or any other stock-based award subject only to future service requirements granted under the Incentive Plan shall lapse and such awards shall be deemed fully vested as of the time of the change in control, except to the extent of any waiver by the participant; and (iii) with respect to any outstanding award subject to achievement of performance goals and conditions under the Incentive Plan, the Committee may, in its discretion, consider such awards to have been earned and payable based on achievement of performance goals or based upon target performance (either in full or on a pro-rata basis based on the portion of the performance period completed as of the change in control).

Plan Amendment; Termination. The Board has the authority to amend, alter, suspend, discontinue or terminate the Incentive Plan, or the Committee’s authority to grant awards, provided such action does not impair the existing rights of any participant. The Incentive Plan will terminate automatically in 2031, unless we terminate it sooner.

Certain U.S. Federal Income Tax Consequences

Nonstatutory Stock Options. A participant generally recognizes no taxable income upon the grant of a nonstatutory stock option. Upon the exercise of a nonstatutory stock option, the participant generally will recognize ordinary income equal to the excess of the fair market value of the shares on the exercise date over the exercise price of the option. If the participant is an employee, such ordinary income generally is subject to withholding of federal income and employment taxes. Upon the sale of shares acquired through the exercise of a

Medicare Surtax. In addition, a participant’s annual “net investment income”, as defined in Section 1411 of the Code, may be subject to a 3.8% federal surtax. Net investment income may include capital gain and/or loss arising from the disposition of shares issued pursuant to awards granted under the Third AmendedIncentive Plan. Whether a participant’s net investment income will be subject to this surtax will depend on the participant’s level of annual income and other factors.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, upon the exercise of a nonqualified stock option). However, special rules limit the deductibility of compensation paid to our CEO, CFO and other “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified individuals will be deductible only to the extent that it does not exceed $1,000,000. The Tax Cuts and Jobs Act of 2017 eliminated an exception to the deduction limit for qualified performance-based compensation and broadened the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit.

PROPOSAL 5: ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE “SAY ON PAY” VOTE)

On an annual basis, we include a non-binding advisory vote on our executive compensation program (also referred to as a “say on pay” vote) in our proxy statement. In accordance with Section 14A of the Exchange Act, this year we are again asking our stockholders to vote “FOR” to approve the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement.

At our 20202021 Annual Meeting, our stockholders approved the “Say on Pay” Proposal, with 98%86.88% of the votes cast voting in favor of our executive compensation program. Even with such strong support on this proposal, we remain committed to the practice of frequent Company engagement with stockholders. Senior management continues to periodically meet with our largest stockholders to provide updates to our business environment, strategic and transformation plans, as needed, and respond to any questions related to our compensation philosophy and executive compensation programs.

In response to stockholder feedback, and in an effort to further demonstrate our commitment to a pay-for-performance philosophy and alignment of executive pay with long-term stockholder returns, we:

In deciding how to vote on this proposal, the Board encourages you to consider the following factors, which are more fully discussed in “Compensation Discussion and Analysis”, beginning on page [    ];43 of this proxy statement.

We are asking you to indicate your approval for the compensation of our named executive officersNEOs as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officersNEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking you to vote, on an advisory basis, “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative.”

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for named executive officers.NEOs.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company’s named executive officers for 20202021 (in some instances, referred to as the “NEOs”), and for purposes of this proxy statement, are:

Executive Summary

In 2020, we completed2021 was a significant step in the transformation of our business with the sale of our original equipment manufacturing (“OEM”) businesses, effective July 20, 2020, and implemented changes in our senior leadership to set the future direction oftransitional year for the Company as we transitioned intocontinued to progress towards our goal of being a global pure-play spine company. In connectionleader in digital health. We hired several new executives and employees with the sale of our OEM businesses, the Board of Directors appointed Terry M. Rich as our new Presidentexperience in software development, artificial intelligence (AI), machine learning and Chief Executive Officer, effective upon the closing of the sale. Mr. Rich previously served as President of our Global Spine business. Mr. Rich’s appointment followed the retirement of Camille Farhat from his role as President and Chief Executive Officer, which preceded his separation from the Company in August 2020.augmented reality. In addition, William S. Durall was hired in June 2020December 2021, we acquired a 42% equity interest in Inteneural Networks Inc., which is engaged in developing proprietary AI technology for autonomously segmenting and identifying neural structures in medical images and helping identify possible pathological states. In January 2022, we received 510(k) clearance for our HOLO Portal^TM system, the world’s first AI-driven, augmented reality guidance system for spine surgery. Our hardware business continued to fill the newly created Chief Commercial Officer role and Jonathon M. Singer was appointed as our new Chief Operating Officer while remaining our Chief Financial Officer, effective upon the closing of the sale. We also added five other senior executives to the leadership team and two non-employee directors, including a new Chairman of the Board, during the course of 2020.

Compensation decisions made during 2020 were impacted by the sale of the OEM businesses as well as our need to recruit and retain senior leaders following the closing of the transaction. In addition, our financial performance and executive compensation programs werebe impacted by the COVID-19 pandemic with most NEOs, excluding Mr. Durall dueand the related reductions in elective procedures and shortages in hospital staffing. With respect to his June 2020 hire date, accepting a reduction in their annual base salary as partcorporate governance, we reduced the size of our cost savings initiatives adoptedBoard from nine to seven directors, elected Sheryl L. Conley as Chair, and eliminated the Lead Independent Director role.

Regarding compensation decisions, in response to the financial challenges presented by the COVID-19 pandemic. In addition, as the year progressed, it became clear that the annual short-term incentive program objectives established at the beginning of the year no longer served as sufficient retentive and incentive devices and were not attainable given the impact of COVID-19 on our business and delays in the sale of the OEM businesses. As a result,2021, the Compensation Committee replaceddetermined to provide employees who were furloughed or received salary reductions in 2020 resulting from the annual incentive program established at the beginning of the yearpandemic with a discretionary bonus program, with payouts determined based on a qualitative assessment of performance against goals deemed by the Committee to be supportive of our achievement of key business and strategic objectives, our performance and long-term stockholder value creation. The Compensation Committee also decided to limit any potential awards,restricted stock units equal to the extent earned, at 75%amount of original target award opportunities, with half payable in cash and half inlost wages resulting from the furlough or wage reduction. These restricted stock vesting after one additional yearunits vest pro-rata over two years and were provided to certain NEOs as described in the Summary Compensation Table beginning on page 52 of service, to further enhance retentive value and alignment with shareholder interests.

Onthis proxy statement. In addition, on March 10, 2021,8, 2022, based on the recommendation of the Compensation Committee, the Board determined discretionary bonusapproved a short-term incentive compensation payout for the year ended December 31, 2020 for certain NEOs. 50% of such discretionary bonus compensation2021 for each NEO is payableof the NEOs as described in the formsection below entitled “Short-Term Incentive Compensation” beginning on page 46 of restricted stock awards, subject to approval of the Share Increase Proposal at the Annual Meeting. Such discretionary bonus compensation is reflectedthis proxy statement and in the Summary Compensation Table beginning on page [    ].

programs are designed to link executive compensation to our performance and key strategic objectives through at-risk compensation opportunities, and to provide significant reward to executives based on our success. The 20202021 executive compensation programs consisted of base salary, annual cash incentives in the form of discretionary bonuses pursuant to our short-term incentive program, and long-term incentives in the form of restricted stock options and restricted stock. In addition, several of the NEOs received bonuses in 2020 to recognize extraordinary efforts, particularly as it related to the disposition of the OEM businesses, as well as for retention purposes.units (RSUs).

Our compensation programs are designed specifically for: (1) our NEOs; (2) other officersgenerally the same for all employees of the Company; and (3) other Company employees.Company. The Compensation Committee is charged with the review and approval of all annual compensation decisions relating to executive officers and our annual compensation guidelines for all other Company officers and employees.

Compensation Consultant

The Compensation Committee has the authority to retain an independent compensation consultant to assist with the review of our executive and non-employee director compensation programs. The Compensation Committee engaged Pearl MeyerAon as its independent compensation consultant with respect to 20202021 compensation decisions. Pearl MeyerAon reported to and was directed by the Compensation Committee and provides no other services to us. Pearl MeyerAon assisted the Compensation Committee with respect to 20202021 compensation decisions by providing comparative market data on compensation practices and programs based on an analysis of the companies in our peer group identified below, provided guidance on incentive plan designs and industry best practices, and participated in Compensation Committee meetings as requested.

Peer Group and Compensation Targets

With the assistance of Pearl Meyer,Aon, during late 2018,2021, the Compensation Committee selected a peer group of public companies and prepared an analysis of compensation paid to our executive officers, against the executive officers at the peer companies, which we refer to as “compensation benchmarking data.” The peer group consisted of the following sixteen publicly traded medical device-related companies which we believe had executives in positions that were of similar scope to our executives:

The Compensation Committee will continue to review future stockholder voting results, including the voting results with respect to “Proposal 5—Advisory Vote on Executive Compensation” described in this proxy

the compensation benchmarking data, and based on input and recommendation from the Chief Executive Officer with respect to the executive officers, the Compensation Committee makes its own assessments and recommends to the Board compensation for the executive officers, including the President and Chief Executive Officer. The Board evaluates the contribution and performance of the executive officers, including the President and Chief Executive Officer, and approves their compensation after considering the recommendation of the Compensation Committee.

Our financial and operational results, management’s execution against our transformation strategy and the Compensation Committee’s deliberations were reflected in our final 20202021 executive compensation decisions.

incentive, as a percentage of base salary, increased from 45% to 50%, in accordance with the terms of his offer letter. Under the terms of his offer of employment, Mr. Durall, who was hired in June 2020, was entitled to a discretionary annual bonus opportunity of up to 75% of his base salary, pro-rated for the number of months he was employed by us in 2020. Mr. Durall’s target discretionary annual bonus opportunity was determined based on market data and our historical compensation practices, as well as input from the Compensation Committee’s compensation consultant.

The table below shows the target short-term incentive opportunity as a percentage of base salary for each of our NEOs in 2020:2021:

The 2020In March 2021, the Committee adopted performance metrics for the 2021 short term incentive criteria establishedplan. In designing the plan the Committee took into account among other factors: (i) the Company’s ongoing transition away from the prior RTI Surgical business following the sale of RTI’s OEM business in February 2020 for each2020; (ii) the continued effects of the then-serving NEOsCOVID-19 pandemic on our business; and (iii) the evolving focus on our digital health strategy. Weighing these and other than Messrs. DeRienzisfactors, the Committee determined that a mix of strategic and Bartolucci, who were expected to be employed byquantitative corporate goals, as well as achievement of each NEO’s individual goals, was appropriate in establishing the buyer of2021 program. As a result, the OEM businesses atCommittee approved the timefollowing metrics for the goals were set, were:NEO’s as follows:

Goals were set priorIn March 2022, the Committee considered various unanticipated factors that occurred during 2021 in determining the final 2021 short-term incentive payout to the onsetNEOs (other than Mr. Singer whose employment terminated in 2021 and therefore was ineligible for a short-term incentive award). These included the exclusion in the free cash flow metric of certain one-time payments made to the COVID-19 pandemic and assumed the OEM transaction would close by early April 2020. In light of the unforeseeable and extraordinary nature of the COVID-19 pandemic and its impact on our business,Company, as well as the events associatedexclusion of other positive cash flow items that would have resulted in an extraordinary payout with respect to the delay infree cash flow metric. Conversely, the saleCommittee provided relief with respect to the timing of the OEM businesses,achievement of certain of the Compensationstrategic corporate metrics. In particular, the Committee determined thattook into consideration the incentive criteria established in February 2020 wereFDA’s administrative issues regarding the processing of the HOLO Portal^TM system 510(k) clearance application and the resulting impact on the ability to achieve clearance and first in-human use by the fiscal year end. The Company did not attainable and no longer served as an adequate retention or incentive device. In December 2020, the Compensation Committee replaced the 2020 annual incentive program with a discretionary bonus program, with payouts to be determined based on a qualitative assessment ofachieve threshold performance with respect to a number ofthe revenue metric, and therefore there was no payout with respect to that metric. Considering all relevant factors including: preserving liquidity; successfully executing the sale of the OEM businesses; establishing a new senior executive leadership team and hiring additional personnel with significant experience relevant to our status as a global pure-play spine company; revamping our portfolio strategy; the acquisition and integration of Holo Surgical Inc.; and securing additional financing for ongoing operations. No weightings were assignedrespect to the various criteria, withother three metrics, the Compensation Committee to exerciseexercised its discretion to make award determinations based on its overall qualitative assessmentand determined a maximum payout of accomplishments and performance results for 2020. The Compensation Committee also decided to limit any potential awards under the discretionary bonus program for NEOs at 75% of each NEO’s target opportunity was appropriate. Individual performance and contributions to the originallyCompany’s strategic goals were the primary factors taken into consideration in determining whether each individual NEO achieved the maximum 75%. Based on the foregoing and input from the Chief Executive Officer for the NEOs other than Mr. Rich, the Committee recommended, and the Board approved, a short-term incentive payout of

established66% of target award opportunities, with half payable in cashfor Mr. Rich, 65% of target for Messrs. Durall and half in restricted stock vesting after one additional yearSangiorgio, and 75% of service to further enhance retentiontarget for Messrs. DeRienzis and alignment with stockholders’ interests.Thunander. The following table shows the respective payouts for each NEO:

OEM Transaction BonusesPromotion and Retention Awards for Messrs. Thunander and DeRienzis

In order to recognize the extraordinary efforts involved in the separation of our spine and OEM businesses and retain critical employees through the consummation of the strategic sale of the OEM businesses and thereafter, the Compensation Committee granted transaction bonuses to certain of our employees, including special transaction bonuses to Messrs. Bartolucci and DeRienzis equal to 75% of their base salaries. These special transaction bonuses were payable upon the earlier to occur of: (x) April 30, 2020 and (y) the consummation of the sale of the OEM businesses, subject to the applicable executive’s continuous employment through the payment date.

Additionally, on January 10, 2020, in recognition of extraordinary services he performed for us in connection with the sale of the OEM businesses, including taking the leadMr. Thunander’s promotion to Vice President and Chief Accounting Officer, his base salary was increased to $235,000 effective September 23, 2021 to reflect anticipated changes to his role in critical negotiations and generally managing the separation,responsibilities. Further, the Compensation Committee approved a transaction bonus forretention award of $275,000 (the “Retention Award”) to Mr. Singer, which included aThunander payable as 50% in cash paymentand 50% in the form of $225,000, which was paid upon the consummationrestricted stock units (“RSUs”). The cash component of the sale,Retention Award ($137,500) vests 50% on October 1, 2022 and 50% on October 1, 2023 subject to Mr. Thunander’s continued employment in good standing on such dates. The RSU component of the Retention Award ($137,500) were equal to a restrictednumber of RSUs based on the closing price of the Company’s common stock award with a grant date fair valueon October 1, 2021 and will vest 50% on October 1, 2022 and 50% on October 1, 2023. If Mr. Thunander is terminated without cause during the two-year period ending October 1, 2023, any unvested portion of $225,000, as described below.

Bartolucci Recognition Bonusthe Retention Award vests upon termination.

The Compensation Committee also approved a recognition bonusretention award of $100,000restricted stock units (“RSUs”) in the amount of $180,001 issued to Mr. Bartolucci in June 2020 in recognitionDeRienzis on October 1, 2021. The number of his extraordinary efforts relating to our financial reporting function.

DeRienzis Cash Payment in Lieu of Equity Award

Pursuant to the terms of his offer letter, Mr. DeRienzisRSUs awarded was entitled to receive $150,000 in the form of an equity award in 2020 to partially compensate him for equity he forfeited at his previous employer. When we and Mr. DeRienzis entered into the DeRienzis Involuntary Termination Agreement (as described below) in January 2020, it was agreed that the $150,000 amount would be paid in cash over a three-year period, subject to Mr. DeRienzis’ continued employment through the applicable payment date. In connection with the sale of our OEM businesses and as an inducement for Mr. DeRienzis to remain with us, it was further agreed that the $150,000 cash payment would be paid as a lump sum in connection withbased on the closing price of such sale, subject to his continued employment through such date.the Company’s common stock on October 1, 2021. The total number of shares vest over three years, with one-third of the shares vesting on October 1, 2022 and the remaining two-thirds vesting quarterly on a pro-rated basis until October 1, 2024.

Long-Term Incentive Compensation

Long-term incentives compose a significant portion of an executive officer’s total compensation package. The Compensation Committee’s objective is to provide executive officers with long-term incentive award opportunities that will align pay with stockholder value creation, encourage teamwork and collaboration in accomplishing long-term goals, facilitate stock ownership among executives, create retention incentives, and generally reflect competitive market practices. In recent years, we have primarily provided executive officers with grants ofrestricted stock options,and restricted stock units although we have occasionally used stock options and performance share awards.

compensation commensurate with responsibilities and similar to executive officers in the peer companies. In recent years, each NEO receives an annual equity award equal to a percentage of their base salary. Typically, these awards have been at or below the 25^th percentile of the Company’s peer group. In addition to annual equity grants, the Compensation Committee may grant equity awards to its executive officers in recognition of promotions, expanded responsibilities, performance or retention concerns. In determining the size of these special awards, the Compensation Committee considers market data, our historical compensation practices and input from its independent compensation consultant, as well as internal pay equity. During 2020,2021, the Compensation Committee granted annual equity awards to its NEOsexpressed as a percentage of base salary as follows:

Retirement, Health and Welfare Benefits

We offer a variety of health and welfare benefits, life insurance, short and long-term disability and retirement benefits to all eligible employees. The NEOs generally are eligible for these benefit programs on the same terms and conditions as those applicable to other employees but also participate in perquisite programs related to these benefits as described below.

In addition, our NEOs are provided with the following benefits as a supplement to their other compensation:

compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business and do not create risk that is reasonably likely to have a material adverse effect on us. The following characteristics of our compensation programs support this finding:

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our 20202021 NEOs for the years indicated.