Management Change - Form 8-K

Compensation Arrangements with Interim Chief Financial Officer

On September 27, 2023, the Compensation and Talent Development Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Orthofix Medical Inc. (the "Company") approved new compensation arrangements for Geoffrey C. Gillespie, the Company's Interim Chief Financial Officer. Under these arrangements, Mr. Gillespie will receive (i) an updated base salary amount of $290,000, and, with respect to the portion of the 2023 calendar year occurring on and after September 12, 2023 (the date his service as Interim Chief Financial Officer began), and an updated target annual incentive program bonus equal to 70% of the amount of base salary accrued from and after such date, and (ii) an interim monthly stipend of $12,500 per month during such time period as Mr. Gillespie serves as Interim Chief Financial Officer. Effective as of the close of business on October 15, 2023, Mr. Gillespie has been granted restricted stock units ("RSUs") with a fair market value of $290,000. Such RSUs will vest in full in one installment on the second anniversary of the grant date.

The Compensation Committee also approved Mr. Gillespie entering into a severance agreement with the Company, which the parties entered into on October 3, 2023. Under the terms of the severance agreement, if Mr. Gillespie's employment is terminated by the Company without "cause" or by Mr. Gillespie for "good reason," in each case during the period that he serves as the Company's Interim Chief Financial Officer and for one year thereafter, then Mr. Gillespie will be entitled to receive (i) a pro ratabonus for the year of termination of employment, deemed achieved at a 100% performance level, and (ii) severance in an amount equal to the sum of his annual base salary and current year's target bonus (such severance being conditioned upon the signing of a release of claims). In the event that Mr. Gillespie remains employed with the Company one year following the end of his service as Interim Chief Financial Officer, the agreement will expire at such time.