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

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NuVasive, Inc.

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NuVasive, Inc. is a global medical technology company focused on developing, manufacturing, selling and providing procedural solutions for spine surgery, with a guiding purpose to transform surgery, advance care and change lives. We offer a comprehensive portfolio of procedurally integrated spine surgery solutions, including surgical access instruments, spinal implants, fixation systems, biologics, and enabling technologies, as well as systems and services for intraoperative neuromonitoring. In addition, we develop and sell magnetically adjustable implant systems for spine and specialized orthopedic procedures.

Since our incorporation in 1997, we have grown from a small developer of specialty spinal implants into a leading medical technology company delivering procedurally integrated solutions for spine surgery. A key driver of our growth has been our focus on innovative products and technologies that drive reproducible outcomes for patients, surgeons and providers.

Due to the public health and travel safety concerns relating to the COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in-person. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares.

Our Board of Directors recommends a vote “FOR” each of the Director nominees and “FOR” Proposals 2 and 3. Only stockholders of record at the close of business on March 29, 2021, the Record Date, will be entitled to notice of, and to vote at, the 2021 Annual Meeting. For ten days prior to the Annual Meeting, a complete list of the stockholders of record on March 29, 2021, will be available at our corporate headquarters, located at 7475 Lusk Boulevard, San Diego, CA 92121, for examination during ordinary business hours by any stockholder for any purpose relating to the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually via the Internet, we encourage you to vote your shares. You can vote your shares via the Internet, telephone or mail, and instructions regarding all three methods of voting are provided on the proxy card. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from such firm, bank or other nominee to vote your shares.

By order of the Board of Directors

J. Christopher Barry, Chief Executive Officer

San Diego, California, on April 6, 2021

This proxy statement (this “Proxy Statement”) and the accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of NuVasive, Inc. (the “Company” or “NuVasive”) for use at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), and any adjournments or postponements thereof, for the purposes described in the Notice of 2021 Annual Meeting of Stockholders.

The Annual Meeting will be held virtually on May 18, 2021 at 8:00 AM Pacific. You will be able to attend the Annual Meeting virtually via the Internet and vote and submit questions by visiting www.proxydocs.com/NUVA. The Board of Directors has made proxy materials available on the Internet, and, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies by the Board for use at the Annual Meeting. The Proxy Statement for the Annual Meeting was filed with the U.S. Securities and Exchange Commission on April 6, 2021, which is also the approximate date on which the Proxy Statement and the accompanying proxy were first sent or made available to stockholders.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY

OF PROXY MATERIALS FOR THE NUVASIVE, INC.

2021 ANNUAL MEETING OF STOCKHOLDERS

The NuVasive, Inc. Proxy Statement and Annual Report

for the fiscal year ended December 31, 2020 are available electronically

at www.proxydocs.com/NUVA

Your vote is important

ALL STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 29, 2021 ARE INVITED TO ATTEND AND VOTE THEIR SHARES AT THE NUVASIVE, INC. 2021 ANNUAL MEETING OF STOCKHOLDERS

Whether or not you plan to attend the Annual Meeting virtually via the Internet, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible to vote your shares.

VOTE BY INTERNET, TELEPHONE, MAIL, OR AT THE ANNUAL MEETING

For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the question “How do I Vote my Shares?” in the accompanying Proxy Statement, or, if you requested printed proxy materials by mail, your enclosed proxy card. This will ensure the presence of a quorum at the Annual Meeting. If you attend the Annual Meeting, you may vote via the Internet during the meeting if you wish to do so, even if you have previously submitted your proxy or voting instructions.

The following summary information is provided to assist you in reviewing the Proxy Statement for the Annual Meeting. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

				Date and Time: May 18, 2021 8:00 AM Pacific				Place: The meeting will be held virtually via the Internet at: www.proxydocs.com/NUVA
		Record Date: March 29, 2021

The following summary information is provided to assist you in reviewing the Proxy Statement for the Annual Meeting. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Compensation and Governance Highlights
		At the 2020 Annual Meeting, NuVasive stockholders voted 94% in favor of our “say-on-pay” proposal

At the Annual Meeting, we are asking our stockholders to elect four individuals nominated for re-election to our Board. Our Board is divided into three classes, and our “Class II” Directors are subject to election at the Annual Meeting for a three-year term. Our current Class II Directors are Vickie L. Capps, John A. DeFord, Ph.D., R. Scott Huennekens, and Siddhartha C. Kadia, Ph.D., and each has been nominated for re-election to the Board, as discussed further below.

Our Board, upon the recommendation of our Nominating, Corporate Governance and Compliance Committee (the “Nominating Committee”), nominated each of Ms. Capps, Dr. DeFord, Mr. Huennekens, and Dr. Kadia for re-election as Class II Directors at the Annual Meeting. Information regarding Ms. Capps, Dr. DeFord, Mr. Huennekens, and Dr. Kadia, including the qualifications, attributes and skills that led our Board to nominate each as a Director, can be found below under “Board Members and Nominees for Election.”

Ms. Capps, Dr. DeFord, Mr. Huennekens, and Dr. Kadia have each indicated that they are willing and able to serve as Directors. If any of the Board’s nominees for Director declines to serve or becomes unavailable for any reason, or in the event of a Board vacancy, the Nominating Committee may seek out other potential Director candidates, and one or more of such candidates may be elected as a Director in accordance with the Company’s organizational documents. If Ms. Capps, Dr. DeFord, Mr. Huennekens, and Dr. Kadia are elected at the Annual Meeting, each will serve as a Class II Director for a three-year term until the 2024 Annual Meeting of Stockholders, or his or her earlier resignation or removal, and in each case until their respective successors are duly elected and qualified.

As each of the nominees for Director is an incumbent Director, if a nominee fails to receive “FOR” votes representing a majority of votes cast, the Director shall promptly tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating Committee of the Board would then be charged with making a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of the Nominating Committee, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision. If the Board determines not to accept the resignation of the incumbent Director, the incumbent Director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal.

Vote Required and Board Recommendation

Directors are elected by a majority of the votes cast at the Annual Meeting. A majority of votes cast means that the number of shares voted “FOR” a nominee exceeds the number of votes cast “AGAINST” that nominee. Votes to “ABSTAIN” and broker non-votes are not counted as votes cast with respect to that Director and will have no direct effect on the outcome of the election of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

THE ELECTION OF EACH OF VICKIE L. CAPPS, JOHN A. DEFORD, R. SCOTT

HUENNEKENS, AND SIDDHARTHA C. KADIA AS A “CLASS II” DIRECTOR.

In this section of the Proxy Statement, we discuss the composition of our Board of Directors, the Directors standing for election at the Annual Meeting, and Directors not standing for election at the Annual Meeting and continuing in office.

Board of Directors Overview

As we continue to focus on developing innovative and enabling technologies to drive increased adoption of less-invasive surgery and improve clinical, financial and operational outcomes, we rely on our talented and experienced Board to provide leadership, guidance and oversight. Our Board is comprised of individuals with a strong background in executive leadership and management, accounting and finance, and Company and industry knowledge. We believe that the diversity of our Directors’ backgrounds and experiences results in different perspectives, ideas, and viewpoints, which make our Board more effective in carrying out its duties. We believe that our Directors hold themselves to the highest standards of integrity and that they are committed to representing the long-term interests of our stockholders.

In March 2021, we announced that Gregory T. Lucier, who has served as a Director since 2013, informed the Company that he will be retiring from the Board effective May 18, 2021. At that time, we anticipate that the size of the Board will be reduced from ten to nine Directors. Following Mr. Lucier’s departure, our Board will be comprised of nine Directors, 89% of whom are independent, and 33% of whom are female or from an underrepresented community. Further, as of May 18, 2021, our average Board tenure will be 4.2 years and average age will be 59.1 years.

Our Board of Directors

The table below lists the name, age and certain other information of each member of the Board, as of March 29, 2021, the Record Date for our Annual Meeting. We have also included below a summary of the business experience of each of our Directors and their educational background, including a discussion of the qualifications, attributes and skills that led our Board to the conclusion that each of our Directors should serve as a Director of NuVasive. There are no family relationships among any of the Company’s Directors or executive officers.

Directors Standing for Election at the Annual Meeting

Set forth below is information as of March 29, 2021, regarding the four Director nominees for election as Class II Directors at the Annual Meeting: Vickie L. Capps, John A. DeFord, R. Scott Huennekens and Siddhartha C. Kadia.

Directors Continuing in Office

Set forth below is information as of March 29, 2021, regarding the six Directors continuing in office and who are not up for election at the Annual Meeting: J. Christopher Barry, Robert F. Friel, Gregory T. Lucier, Leslie V. Norwalk, Esq., Donald J. Rosenberg, Esq., and Daniel J. Wolterman. In March 2021, the Company announced that Mr. Lucier informed the Company that he will be retiring from the Board effective May 18, 2021.

In this section of the Proxy Statement, we discuss how Director nominees are identified and considered for election to our Board, as well as our process for evaluating Board effectiveness.

Identification and Evaluation of Director Nominees

One of the Nominating Committee’s key responsibilities is the identification and evaluation of Director nominees. The Nominating Committee believes that the Company is well served by its current Directors, but also believes that Board refreshment is important as our business grows and evolves over time, and that fresh viewpoints and perspectives are regularly considered. Since 2018, the Nominating Committee has helped identify and recruit four new Directors to join our Board to replace three Directors who have retired or left our Board.

Our Board has demonstrated a commitment to Board refreshment.   Since 2018, four new Directors have joined our Board, and our average Board tenure now stands at 4.4 years.

In the ordinary course, absent special circumstances, the Nominating Committee will generally re-nominate incumbent Directors who continue to be qualified for Board service and are willing to continue as Directors. From time to time, the Nominating Committee may also consider and evaluate potential new Director candidates who meet the criteria for selection as a Board nominee and have specific qualities or skills identified by the Board, and one or more of such candidates may be appointed as Directors as appropriate and in accordance with the Company’s organizational documents.

Director candidates will be selected based on input from members of the Board, senior management of the Company and, if the Nominating Committee deems appropriate, a third-party search firm. The Nominating Committee will evaluate each candidate’s qualifications and check relevant references. In addition, candidates will be interviewed by members of the Nominating Committee. Candidates meriting serious consideration will also meet other members of the Board. Based on this input, the Nominating Committee will evaluate whether a prospective candidate is qualified to serve as a Director and whether the Nominating Committee should recommend to the Board whether such candidate should be appointed to fill a vacancy on the Board, or presented for approval of the stockholders, as appropriate.

Consideration of Director Experience, Skills and Diversity

In identifying and evaluating Director candidates for appointment or re-election to the Board, the Nominating Committee considers the appropriate balance of experience, skills and characteristics required of the Board, seeks to ensure that at least a majority of the Directors are independent under the rules of the Nasdaq Stock Market (“Nasdaq”), and that members of the Audit Committee meet the financial literacy and sophistication requirements under Nasdaq rules (including that at least one member qualifies as an “audit committee financial expert” under the rules of the Securities and Exchange Commission (“SEC”)). Nominees for Director are selected based on their depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties. Additionally, the Nominating Committee will consider diversity in personal and professional backgrounds and seeks diverse individuals, such as women and individuals from minority groups, to include in the pool of candidates for Board nomination; however, there is no formal policy with respect to diversity considerations in identifying Director nominees. In assessing Director candidates, the Nominating Committee will also consider the retirement age policy under our Corporate Governance Guidelines. The Company’s retirement age policy provides that a Director may not stand for re-election after age 72, but need not resign until the end of his or her term.

As a publicly held company with a principal executive office in California, the Company is subject to the requirements of California Senate Bill 826, which was signed into law in September 2018 (“SB 826”), and California Assembly Bill 979, which was signed into law in September 2020 (“AB 979”). Under SB 826, which addresses Board gender diversity, the Company is required to have a minimum of one female Director by December 31, 2019 and at least three female Directors by December 31, 2021. Under AB 979, which address Board racial diversity, the Company is required to have a minimum of one Director from an “underrepresented community” by December 31, 2021 and at least three Directors from an “underrepresented community” by December 31, 2022. While the Company was in compliance with SB 826 as of December 31, 2020, the Company will need to increase female representation on the Board prior to December 31, 2021 to meet the requirements of SB 826. The Board currently has one Director from an “underrepresented community.”

Since 2018, we have brought additional skills and experience to the Board with the addition of four new Directors: Mr. Barry, Dr. DeFord, Mr. Huennekens, and Dr. Kadia. As a result of our retirement age policy, two of our Directors did not stand for re-election at our 2018 Annual Meeting and retired as Directors immediately following the 2018 Annual Meeting. In anticipation of their retirement, the Board engaged a director search firm to identify potential new Director candidates. The Nominating Committee oversaw the Director search process, which led to the recruitment of Dr. DeFord and Mr. Huennekens. Upon the recommendation of the Nominating Committee, the Board approved the election of Dr. DeFord and Mr. Huennekens (elected in February 2018 and October 2018, respectively), each to serve as a Class II Director until the 2021 Annual Meeting. In August 2019, one of our Directors resigned from the Board for personal reasons. The Board subsequently undertook an assessment of our Board composition and commenced a new Director recruitment process. The Nominating Committee identified potential Director candidates, and in February 2021, Dr. Kadia was elected to the Board to serve as a Class II Director until the 2021 Annual Meeting.

The Nominating Committee and the Board believe that each of Ms. Capps, Dr. DeFord, Mr. Huennekens, and Dr. Kadia brings a strong and unique set of qualifications, attributes and skills and provides the Board as a whole with a balance of experience, leadership and competencies in areas of importance to our Company. In the section of this Proxy Statement captioned “Board Members and Nominees for Election”, we provide an overview of each Director nominee’s principal occupation, business experience and other directorships, together with other key attributes that we believe provide value to the Board, the Company and its stockholders.

Director Independence

Under our Corporate Governance Guidelines and Nasdaq rules, our Board is required to be comprised of a majority of independent Directors. The Nominating Committee evaluates our Directors’ compliance with Nasdaq rules regarding independence, as well as other factors, in making a recommendation to the Board as to whether Directors can be considered independent. Under applicable SEC and Nasdaq rules, the existence of certain “related party” transactions between a Director and the Company with dollar amounts

above certain thresholds are required to be disclosed and preclude a finding by the Board that the Director is independent. In addition to transactions required to be disclosed under SEC and Nasdaq rules, the Board considered certain other relationships in making its independence determinations, and determined, in each case, that such other relationships did not impair the Director’s ability to exercise independent judgment on behalf of the Company. Based on the recommendation of the Nominating Committee, the Board determined that the following eight Directors are independent under the Nasdaq rules and our Corporate Governance Guidelines: Vickie L. Capps, John A. DeFord, Robert F. Friel, R. Scott Huennekens, Siddhartha C. Kadia, Leslie V. Norwalk, Donald J. Rosenberg, and Daniel J. Wolterman. Gregory T. Lucier, who served as our Chief Executive Officer through November 4, 2018, and who provided consulting services to the Company during 2020, and J. Christopher Barry, our current Chief Executive Officer, are not considered independent.

Stockholder Recommendations for Director Nominees

In nominating candidates for election as a Director, the Nominating Committee will consider written proposals from stockholders for Director nominees. Any such nominations should be submitted to the Nominating Committee, care of the Secretary of the Company, and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a Director if elected), and (b) all information required by the Company’s Restated Bylaws, as amended (the “Bylaws”) (including the names and addresses of the stockholders making the nomination and the appropriate biographical information and a statement as to the qualification of the nominee). For more information, see the discussion under the caption “Other Information.”

The Company has never received a proposal from a stockholder to nominate a Director. Although the Nominating Committee has not adopted a formal policy with respect to stockholder nominees, the Nominating Committee expects that the evaluation process for a stockholder nominee would be similar to the process outlined above.

Consideration of Director Board Service and “Over-Boarding”

As discussed above, in identifying and evaluating Director candidates for appointment or re-election to the Board, the Nominating Committee takes into consideration a candidate’s willingness to devote adequate time to Board duties. As part of the Board’s evaluation and assessment process, the Board considers individual Director performance, including attendance, participation and engagement at Board meetings. This is particularly important when considering Director candidates that serve on multiple boards of directors. As of the Record Date for the Annual Meeting, none of the Company’s Directors serve on more than five public company boards (including the NuVasive Board). Each of Ms. Norwalk and Mr. Lucier serve on five public company boards (including the NuVasive Board), as discussed further below.

At our 2020 annual meeting of stockholders, Ms. Norwalk was re-elected to the Board with 56% of the votes cast. Based on the Company’s investor outreach efforts, we believe that a number of stockholders did not vote in favor of Ms. Norwalk’s re-election to the Board due to concerns regarding “over-boarding.” At the time of Ms. Norwalk’s re-election to the Board, she was serving on five public company boards (including the NuVasive Board). Ms. Norwalk currently serves on five public company boards (including the NuVasive Board), but intends to step down from the board of Magellan Health upon the completion of the closing of the acquisition of Magellan Health by Centene, which was announced in January 2021.

When Mr. Lucier was re-elected to the Board at our 2020 annual meeting of stockholders, he was serving on three public company boards (including the NuVasive Board). Mr. Lucier also serves on boards of private companies, and since the 2020 annual meeting of stockholders, two such companies completed initial public offerings and are now public companies. As a result, Mr. Lucier currently serves on five public company boards (including the NuVasive Board). In March 2021, we announced that Mr. Lucier informed the Company that he will be retiring from the Board effective May 18, 2021.

Certain proxy advisory firms have adopted over-boarding policies, where they will recommend a vote against directors who serve on what the proxy advisory firm believes to be too many boards. Further, certain institutional investors will vote against directors if they believe they are over-boarded. These policies are generally intended to address concerns that directors on multiple boards may lack sufficient time to

perform their board duties effectively. The Board acknowledges these concerns, but believes additional factors should be considered in determining whether a director on multiple boards should continue to serve on the Company’s Board. Among other things, the Board believes that consideration should be given to the skills and abilities that a Director brings to the Board, how a Director contributes to Board diversity and the overall mix of perspectives and backgrounds on the Board, and whether the Director dedicates the appropriate time, attention and energy to his or her Director duties. The Board discusses these considerations generally in connection with its evaluation and assessment process, and given the 2020 annual meeting voting results, specifically discussed these considerations for Ms. Norwalk. In the case of Ms. Norwalk, the Board noted that in the last three years, she has attended every Board meeting, as well as every meeting of each Committee on which she serves, and that she is well prepared for and fully participates in meetings. Further, Ms. Norwalk dedicates significant time outside of meetings to engage with, and provide advice and counsel to, members of management. The Board also noted that Ms. Norwalk, who served as the Acting Administrator for the Centers for Medicare & Medicaid Services (CMS) during the Bush Administration, and with her overall knowledge and expertise in the area of healthcare and government regulations, brings a unique and highly relevant and valuable skill set to the Board. In addition, Ms. Norwalk contributes to overall diversity of views and perspectives in the Boardroom, as well as gender diversity, which the Board believes is important.

Evaluation of Board Effectiveness

On an annual basis, the Nominating Committee oversees a comprehensive Board evaluation and assessment process. The Board believes that an annual evaluation process is an important component of strong corporate governance practices and promoting ongoing Board effectiveness. Each year, the Board conducts a comprehensive evaluation and assessment process to review Board, Committee and Director effectiveness. The Board and each of its Committees performs a self-assessment to evaluate their effectiveness in fulfilling their obligations. As part of the process, outside corporate governance counsel conducts individual Director interviews to discuss Board and Committee effectiveness, as well as individual Director effectiveness. The Board, Committee and individual Director evaluations cover a wide range of topics, including, among others, the fulfillment of the Board and Committee responsibilities identified in the Corporate Governance Guidelines and charters for each Committee.

The Board believes that the overall annual evaluation process works well and that using outside corporate governance counsel to conduct the individual Director interviews and to present the results and findings to the Board and the Committees leads to candid feedback and discussion. When feedback warrants follow-up with individual Directors, the Chair of the Nominating Committee will work directly with each Director, as appropriate. As a result of the Board evaluation process, the Company will often update its

Board topical calendar and meeting planner for the ensuing year to incorporate feedback from the Board. For example, the Company modified the frequency and time allocation for certain meeting topics and dedicated more time for hands-on demonstrations and discussions of Company products and technology. Further, the process can help elevate discussion topics to action items, including matters related to Board composition, Board diversity, and Board succession planning.

In this section of the Proxy Statement, we discuss our approach to Board governance and corporate responsibility and sustainability. We also discuss how our Board and Company have taken steps to respond to COVID-19.

We are committed to maintaining the highest standards of corporate governance. As discussed below under “Board Leadership and Organization Structure,” our Board has established three standing committees to assist in fulfilling its responsibilities to the Company and its stockholders: the Audit Committee, the Compensation Committee and the Nominating, Corporate Governance and Compliance Committee (the “Nominating Committee”). In 2017, as part of our continuing efforts to implement good governance practices, we expanded the responsibility of our Nominating and Corporate Governance Committee and renamed it the Nominating, Corporate Governance and Compliance Committee). The Nominating Committee’s charter was revised to reflect that, in addition to its existing responsibilities related to Director nominations, Board structure and composition, and corporate governance matters, the Nominating Committee assumed oversight responsibilities for quality and regulatory matters, ethics and compliance matters, and other related matters. Under this revised structure, the Audit Committee has retained oversight responsibilities for financial reporting, accounting, internal accounting controls, auditing and related matters. In February 2019, we further revised the Nominating Committee’s charter to reflect that it would also assume responsibility for periodically reviewing and revising our Code of Conduct, as well as addressing violations thereof.

Corporate Governance Guidelines

Our Corporate Governance Guidelines are designed to address effective corporate governance of our Company. Our Corporate Governance Guidelines cover topics including, but not limited to, Director independence and qualification criteria, Director responsibilities, Director compensation, Board evaluation, Committee matters, succession planning and stock ownership guidelines for Directors and management. Our Corporate Governance Guidelines are reviewed regularly by the Nominating Committee and revised when appropriate.

In 2019 and 2020, we revised our Corporate Governance Guidelines to clarify the role of the Lead Independent Director, and to update language regarding Director independence and executive sessions of independent Directors. We also made other changes to clarify the process for the Chief Executive Officer performance review and compensation determinations, including the role of the Compensation Committee and the independent compensation consultant. Overall, we believe these changes help further advance corporate governance and improve the overall organization and readability of the Corporate Guidelines.

Code of Conduct

We have adopted a Code of Conduct, which includes our code of ethics for our senior financial officers. The Code of Conduct applies to all of our officers, employees and Directors and establishes policies pertaining to, among other things, employee conduct in the workplace, workplace safety, confidentiality, conflicts of interest, accuracy of books, records and financial statements, securities trading, anti-corruption, competition laws, interactions with health care professionals and political and charitable activities. In February 2021, we revised the Code of Conduct to, among other things, reflect our commitment to diversity and inclusion and discuss our belief in responsible economic, social and environmental practices.

The Nominating Committee and the Audit Committee share oversight responsibilities related to the Code of Conduct. The Nominating Committee is responsible for oversight of compliance programs related to ethics and compliance and related matters, including the Company’s policies, procedures and practices designed to ensure compliance with applicable laws and regulations related to federal healthcare program requirements; the Fraud and Abuse Laws and other medical device laws; the Foreign Corrupt Practices Act; the Anti-Kickback Statute and other anti-bribery and anti-corruption laws. The Audit Committee is responsible for oversight of compliance matters relating to financial reporting, accounting, internal accounting controls, auditing and related matters.

The Audit Committee reviews and approves all waivers of the Code of Conduct for executive officers or Directors and provides for prompt disclosure of all waivers required to be disclosed under applicable law. We will disclose future amendments to the Code of Conduct, or waivers required to be disclosed under applicable law from the Code of Conduct for our principal executive officer, principal financial officer, principal accounting officer or controller, and our other executive officers and our Directors, on our website, www.nuvasive.com, within four business days following the date of the amendment or waiver.

In addition, we maintain an Integrity Hotline by which employees and third parties may report violations of the Code of Conduct or seek guidance on business conduct matters. The Integrity Hotline is a third-party hosted service and has multi-lingual representatives available to take calls 24 hours a day, seven days a week.

Corporate Responsibility and Sustainability

We recognize the growing interest of our investors, employees, patients, surgeons and hospital customers in corporate responsibility and sustainability, including environmental, social and governance (“ESG”) matters. Our focus as a Company is developing innovative and enabling technologies to drive increased adoption of less-invasive surgery and improve clinical, financial and operational outcomes. Our guiding purpose is to transform surgery, advance care and change lives, and enabling safer, more reproducible surgical procedures is at the heart of what we do. When patients undergo less-invasive spine surgery, they typically experience less blood loss and trauma than traditional, open spine surgery procedures, with less time under anesthesia, which generally results in faster patient recovery times and better results. This is good for the patient, but also good for the hospital and the overall healthcare system. Less-invasive surgery often requires greater use of x-rays and other imaging technologies, which can expose the patient, surgeon and operating room staff to radiation. We take the health and safety of our patients, surgeons and hospital staff seriously, and our Lessray^® technology platform is designed to address radiation exposure in the operating room. Lessray is an image enhancement platform designed to reduce radiation exposure by allowing surgeons to take low-quality, low-dose images and improve them to look like

conventional full-dose images. Further, Lessray and our other enabling technologies are designed to improve operating room workflow, which in turn can reduce the cost of care. We believe that this focus, which benefits patients, surgeons and hospitals, will also benefit our investors as we continue to grow our business and create long-term stockholder value.

We also recognize the value associated with building our human capital and believe that success comes from investing in our people. We have expanded our efforts to advance diversity, inclusion and engagement, while providing professional development opportunities for our employees. As we seek to create a more diverse and inclusive workforce, we have begun to monitor voluntarily disclosed diversity data to review hiring, promotion and attrition overall at the Company and at the department level. With dedicated resources focused on our diversity and inclusion vision, strategy and priorities, and through our Women in Spine employee resource group, we are working to reinforce and build upon our culture of inclusion. Additionally, we have committed resources and personnel to ensure a healthy and safe environment for our employees and our communities. Our key objectives in this area include corporate compliance with responsible hazardous waste management, recycling, emergency preparedness, as well as various initiatives to improve our environmental health and safety programs. In 2020, this became a significant area of focus, as we worked to ensure the safety and wellbeing of employees during the COVID-19 pandemic. We are also giving back to our community. Our employees and sales representatives have a long history of supporting the communities where we have facilities, donating time, resources and funds to local causes. Since 2009, we have leveraged our expertise in spine care to give back to local and global communities through the NuVasive Spine Foundation^™ (“NSF”). NSF supports life-changing spine surgery for individuals around the world with limited access to high quality medical treatment by working with surgeons to advance the quality of spine care in disadvantaged communities. In addition, through our grants program, we support medical research and education, charitable and philanthropic endeavors. We believe in giving back, and we also believe it is important to operate our Company in a socially responsible manner.

To ensure guidance and support of NuVasive’s corporate responsibility and sustainability initiatives, we created an ESG Steering Committee. The ESG Steering Committee is comprised of a cross-functional team of senior leaders and is intended to support NuVasive’s on-going commitment to corporate responsibility and sustainability, including ESG matters. The ESG Steering Committee is responsible for formalizing the Company’s policies and disclosures and making recommendations for evolving the Company’s ESG practices, while working with existing programs and activities to support and advance overall corporate responsibility and sustainability at NuVasive. We recognize that a range of frameworks and standards exist for measuring, managing, and reporting sustainability information, including the standards set forth by the Sustainability Accounting Standards Board (SASB). We are in the process of developing a general understanding of the various sustainability frameworks and standards, and we are reviewing peer disclosures to better understand information needs and expectations. While we have more work to do in this area before we will be ready to publish a sustainability report, we are committed to advancing corporate responsibility and sustainability at NuVasive.

Response to COVID-19

During 2020, we faced a number of challenges resulting from the COVID-19 pandemic. As the pandemic unfolded, we created a COVID-19 task force to monitor developments and make recommendations for policies and actions. Our Board participated in regular calls to monitor and provide oversight related to our COVID-19 risk and to assist in navigating the Company through the pandemic. Throughout the pandemic, the safety and wellbeing of our employees has been our priority. We recognize the important role that our employees play in the support of our patients, surgeons and hospital customers, and we invested in the safety of our people by implementing rigorous COVID-19 health and safety protocols, distributing personal protective equipment to ensure those working in clinical and operational settings were protected, deploying health and wellness training, and offering remote work options where possible.

While the pandemic led to lower surgery volumes and deferred elective spine surgery procedures during 2020, many spine surgeries are not elective. Patients that suffer from debilitating back pain or who require emergent surgery due to trauma or other factors often cannot defer or delay surgery. As spine surgeries continued during the pandemic, we often faced challenges in supporting surgeries, but our committed employees worked with our surgeon and hospital customers to comply with new and changing hospital protocols to allow spine surgeries to proceed. We were also forced to change the way we interact

with surgeons. With in-person surgeon education and training impacted by COVID-19, our Clinical Professional Development team developed virtual labs and created a Virtual Spine Conference series to enhance remote surgeon education and provide clinical insights.

We took steps to mitigate the impact of COVID-19 on our business by adjusting manufacturing capacity, controlling expenses and building up our cash reserves. During 2020, we imposed cuts on discretionary spending, and our executive officers and Directors voluntarily agreed to temporary reductions in compensation (as further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement). We also took a number of measures to improve our financial position and solidify our financial foundation to fund our long-term growth. We raised additional capital to bolster our balance sheet and amended the terms of our credit facility to provide greater borrowing capacity and flexibility to mitigate potential financial and business risks related to COVID-19. These efforts allowed us to increase our investment in R&D, invest in our people, and improve our operating processes to further our progress in support of our long-term strategy. We believe our investments in R&D will help accelerate and increase our growth as we launch new and innovative products and technologies, like our Pulse^® platform. Our investments in people are helping strengthen our commercial leadership and customer engagement capabilities. Further, we are driving operational efficiencies through the implementation of redefined sales and operations planning processes, the creation of a new Business Transformation Office to improve project execution and delivery of business objectives, and our planning and control tower system to advance our planning and procurement activities for capital assets to align with demand. Our efforts to strengthen the business also included a realignment of our shipping teams and updates to our processes in our Memphis distribution facility, which will drive increased efficiencies in direct labor, material flow, and inventory, and result in improved fulfillment. As we look to put the challenges of 2020 behind us, we believe these actions will better position the Company for long-term success.

In this section of the Proxy Statement, we discuss our Board leadership structure, including how our Board and Board Committees are organized to carry out is duties, including oversight responsibilities. We also discuss how stockholders can communicate with the Board.

We are committed to independent leadership on our Board. Our CEO does not serve as our Board Chair, and our Board structure provides for a Lead Independent Director if the Board Chair is not an independent Director. Each of our three Board standing committees are comprised of independent Directors.

		Audit Committee				Nominating, Corporate Governance and Compliance Committee				Compensation     Committee

Board Leadership Structure

Under our Board leadership structure, our CEO does not serve as Board Chair. In connection with the appointment of Mr. Barry to succeed Mr. Lucier as the Company’s CEO in November 2018, the Board determined to separate the roles of Board Chair and CEO, with Mr. Barry serving as the CEO and Mr. Lucier serving as Board Chair. The Board believes that there is no single, generally accepted leadership structure and maintains flexibility to determine which leadership structure best serves the interest of the Company based on circumstances and the evolving needs of the Company. Accordingly, although the Company believes that the separation of the Board Chair and CEO roles is appropriate at this time based upon the current circumstances, the Company’s Corporate Governance Guidelines do not establish this approach as a policy. As such, our Board periodically reviews its leadership structure to confirm that it is an appropriate structure for the Company at such time.

Our Board leadership structure also includes a Lead Independent Director. If the offices of the Board Chair and CEO of the Company are held by the same person, or if the Board Chair is not an independent Director, our Board leadership structure provides that a Lead Independent Director is to be elected by a majority of the independent Directors for a renewable term of two years. The Lead Independent Director presides at meetings of the independent Directors, presides at all meetings of the Board at which the Board Chair is not present and performs such other functions as the Board may direct, including advising the Board Chair with respect to Board meeting agendas. The Lead Independent Director also has other authority and responsibilities that are described in the charter of the Lead Independent Director. The full text of the charter for the Lead Independent Director can be accessed in the “Investor Relations” section of our website at www.nuvasive.com, by clicking the “Governance” link and then “Governance Documents”.

Each of the Directors other than Mr. Barry and Mr. Lucier is independent, and the Board believes that the independent Directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of Board meetings, the independent Directors have regular executive sessions. Following an executive session of independent Directors, the independent Directors communicate with the Board Chair directly regarding any specific feedback or issues, provide the Board Chair with input regarding agenda items for Board and Committee meetings, and coordinate with the Board Chair regarding

information to be provided to the independent Directors in performing their duties. The Board believes that this approach appropriately and effectively complements the current leadership structure of the Board.

Executive Sessions of Independent Directors

Executive sessions of independent Directors are held in connection with each regularly scheduled Board meeting and at other times as necessary. The Board’s policy is to hold executive sessions without the presence of management, including the CEO and other non-independent Directors. The Committees of our Board also generally meet in executive session at the end of each Committee meeting.

Role of Board in Risk Oversight Process

The responsibility for the day-to-day management of risk lies with the Company’s management, while the Board is responsible for overseeing the risk management process to ensure that it is properly designed, well-functioning and consistent with the Company’s overall corporate strategy. Each year, the Company’s management identifies what it believes are the top individual risks facing the Company. These risks are then discussed and analyzed with the Board. This enables the Board to coordinate the risk oversight role, particularly with respect to risk interrelationships. Information technology and cybersecurity is a key area of focus for the Company and our Board is actively involved in overseeing cybersecurity risk management activities. Specifically, the Nominating Committee meets frequently with members of management to review our information technology and data security policies and practices, and to assess current and projected threats, cybersecurity incidents, and related risks. Additionally, the Committees of the Board consider the risks within their areas of responsibility. The Audit Committee oversees the risks associated with financial reporting, accounting, internal accounting controls, auditing and related matters. The Compensation Committee oversees the risks associated with the succession planning for key management positions. In addition, the Compensation Committee determines whether any compensation practices create risk-taking incentives that are reasonably likely to have a material adverse effect on the Company. The Nominating Committee oversees the Company’s global risk assessment process, as well as the risks associated with regulatory affairs, quality assurance, information technology and cybersecurity, corporate governance and ethics, and compliance matters.

The Board’s risk oversight function complements the Company’s leadership structure. The Company’s CEO, who also serves as a Director, is able to promote open communication between management and Directors relating to risk as well as combine the operational focus of management with the risk oversight capabilities of the Board.

Role of Board in CEO Succession Planning

A key responsibility of the Board is succession planning for the CEO. In 2018, the Board undertook a comprehensive leadership development and succession planning process, which included succession planning for the CEO. The Compensation Committee is charged with overseeing succession planning efforts for the CEO, and after discussions with Mr. Lucier, determined to engage an outside executive search firm to identify potential candidates to succeed Mr. Lucier as CEO. Working with the search firm, the Compensation Committee oversaw an executive assessment for potential internal candidates, as well as external executive benchmarking. After the Compensation Committee determined to proceed with an external search process, a special committee of independent Directors was formed to oversee the search process and consider external candidates. After a robust and competitive process, Mr. Barry was identified as the preferred candidate to succeed Mr. Lucier as CEO. The Compensation Committee then worked with its independent compensation consultant to develop parameters for a proposed employment offer for Mr. Barry. The Board, upon the recommendation of the Compensation Committee, approved the hiring and appointment of Mr. Barry as the Company’s CEO in November 2018. In determining to appoint Mr. Barry to succeed Mr. Lucier as CEO, the Board considered Mr. Barry’s executive experience in the medical technology industry, including his experience as a strategic operator who has led teams globally, managed complex research and development programs and driven commercial initiatives.

Attendance at Board and Committee meetings
		The Board of Directors met ten times
		The Audit Committee met four times
		The Compensation Committee met eight times
		The Nominating, Corporate Governance and Compliance Committee met four times
Each Director attended at least 75% of the aggregate number of meetings of the Board and the Committees on which they served during 2020.
All of the Directors serving on our Board at the 2020 Annual Meeting of Stockholders attended the meeting.

Board and Committee Membership and Structure

Each of the Board’s three standing Committees acts pursuant to a written charter, which can be accessed in the “Investor Relations” section of our website at www.nuvasive.com, by clicking the “Governance” link and then “Governance Documents”. Each Committee reviews its charter on an annual basis. In addition to the three standing Committees, the Board may approve from time to time the creation of special or ad hoc committees to assist the Board in carrying out its duties.

Each Director attended at least 75% of the aggregate number of meetings of the Board and the Committees on which they served during 2020. The Company does not have a formal policy regarding Director attendance at annual meetings of stockholders, however, we encourage all of our Directors to attend each annual meeting. All of the Directors serving on our Board at the 2020 Annual Meeting of Stockholders attended the meeting.

Audit Committee. The Audit Committee currently consists of Vickie L. Capps (Chair), Leslie V. Norwalk and R. Scott Huennekens. The Board has determined that all members of the Audit Committee are independent Directors under Nasdaq rules and each of them is able to read and fundamentally understand financial statements. The Board has determined that Vickie L. Capps qualifies as an “audit committee financial expert” as defined by the rules of the SEC. The purpose of the Audit Committee is to oversee both the accounting and financial reporting processes of the Company, as well as audits of its financial statements. The responsibilities of the Audit Committee include appointing and approving the compensation of the independent registered public accounting firm selected to conduct the annual audit of our accounts, reviewing the scope and results of the independent audit, reviewing and evaluating internal accounting policies, and approving all professional services to be provided to the Company by its independent registered public accounting firm. The Audit Committee is governed by a written charter approved by the Board. The Audit Committee report is included in this Proxy Statement under the caption “Audit Committee Report.”

“Compensation Discussion and Analysis.” The Compensation Committee is governed by a written charter approved by the Board. The Compensation Committee report is included in this Proxy Statement under the caption “Compensation Committee Report.”

Nominating, Corporate Governance and Compliance Committee. The Nominating Committee currently consists of Leslie V. Norwalk (Chair), Vickie L. Capps, John A. DeFord and Donald J. Rosenberg. The Board has determined that all members of the Nominating Committee are independent Directors under Nasdaq rules. The Nominating Committee’s responsibilities include recommending to the Board nominees for possible election to the Board and providing oversight with respect to corporate governance matters. The Nominating Committee is responsible for oversight of quality and regulatory matters, ethics and compliance matters, and other related matters, including the Company’s policies, procedures and practices designed to ensure compliance with applicable laws and regulations related to federal healthcare program requirements; the Fraud and Abuse Laws and other medical device laws; the Foreign Corrupt Practices Act; the Anti-Kickback Statute and other anti-bribery and anti-corruption laws. The Nominating Committee is governed by a written charter approved by the Board.

Communications with the Board of Directors

Any stockholder who desires to contact any member of the Board or management can send an e-mail to investorrelations@nuvasive.com or write to:

NuVasive, Inc.

Attn: Investor Relations

7475 Lusk Boulevard

San Diego, CA 92121

Your correspondence should indicate that you are a stockholder of the Company. Comments or questions regarding the Company’s accounting, internal controls or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of Directors and other corporate governance matters will be referred to members of the Nominating Committee. For all other matters, our investor relations personnel will, depending on the subject matter:

In this section of the Proxy Statement, we discuss our executive officers. The table below sets forth information about our executive officers, including their ages as of March 29, 2021, the Record Date for our Annual Meeting. We have also included below a brief summary of the business experience of each of our executive officers, as well as their educational background.

J. Christopher Barry
		J. Christopher Barry has served as our Chief Executive Officer and as a member of our Board of Directors since November 2018.   Information regarding Mr. Barry can be found above under the caption “Board Members and Nominees for Election - Directors Continuing in Office.”
Brent J. Boucher
		Brent Boucher has served as our Executive Vice President, Global Commercial, since October 2020, and is responsible for the Company’s global commercial organization, and commercial enablement such as global commercial operations and global technology commercialization.   Prior to joining NuVasive, Mr. Boucher was the senior vice president and general manager for the oncology division of AngioDynamics. Prior to this, he served as executive in residence for PDI’s Infection Prevention business after spending 20 years at Covidien where he served as General Manager for several global businesses, including Lung Solutions, Surgical Solutions and Respiratory Care.
EDUCATIONAL BACKGROUND   •  Bachelor’s degree in business administration and management from North Dakota State University

In this section of the Proxy Statement, we provide information about the security ownership of certain beneficial owners and management. The table below sets forth information regarding ownership of our common stock as of March 29, 2021, the Record Date for our Annual Meeting (or such other date as provided below), by (a) each person known to the Company to beneficially own more than 5% of the outstanding shares of our common stock, (b) each Director of the Company, (c) the Company’s Chief Executive Officer, Chief Financial Officer and each other Named Executive Officer, and (d) all Directors and executive officers as a group.

We determined beneficial ownership under rules promulgated by the SEC, based on information obtained from questionnaires, Company records and filings with the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares which the individual or entity has the right to acquire within 60 days of March 29, 2021. For our Directors and executive officers, this includes shares subject to stock options, restricted stock units and/or performance restricted stock units that can be acquired (including as a result of expected vesting and/or delivery) within 60 days of March 29, 2021. All percentages are based on 51,378,931 shares of our common stock outstanding as of March 29, 2021. Except as noted below, each holder has sole voting and investment power with respect to all shares listed as beneficially owned by that holder.

In this section of the Proxy Statement, we discuss our policy regarding transactions involving Directors, executive officers and principal stockholders (“Related Parties”), and certain agreements that we have entered into with Related Parties.

Related-Person Transactions Policy

It is our policy that the Audit Committee approve or ratify transactions involving Related Parties or members of their immediate families or entities controlled by any of them or in which they have a substantial ownership interest. Such transactions include employment of immediate family members of any Director or executive officer. Management advises the Audit Committee on a regular basis of any such transaction that is proposed to be entered into or continued and seeks approval. This policy is set forth in writing in the Company’s Audit Committee charter.

Certain Related-Person Transactions

In December 2018, the Company entered into a consulting agreement (the “ARC Consulting Agreement”) with American Robot Corporation (“ARC”). Peyton Collins, the brother-in-law of Gregory T. Lucier, the Company’s Board Chair and former Chief Executive Officer, is the president and owner of ARC. Pursuant to the terms of the ARC Consulting Agreement, the Company agreed to pay an aggregate of $1.25 million for engineering services to be performed from December 2018 through February 2020 and payable in installments and subject to the achievement of certain milestones. The Company paid $937,500 to ARC during the fiscal year ending December 31, 2019 and paid the remaining $312,500 to ARC during the first quarter of 2020. The Company then extended the agreement with ARC through December 31, 2020, for additional engineering services, for which the Company paid an aggregate of $597,000 during the fiscal year ended December 31, 2020. The agreement with ARC terminated in accordance with its terms on December 31, 2020, and it was not renewed or extended.

During 2018, the Company entered into a general consulting and services agreement with Gregory T. Lucier, who served as the Company’s CEO through November 4, 2018. The agreement provided that Mr. Lucier would provide consulting services through May 31, 2020. Information regarding the general consulting and services agreement and the terms of Mr. Lucier’s compensation can be found under the caption “Director Compensation.”

During 2020, the Company entered into a letter agreement and general consulting and services agreement with Matthew W. Link, who served as the Company’s President through October 13, 2020 and remained with the Company in an advisory role to assist with the transition of responsibilities through December 31, 2020. Mr. Link also agreed to provide consulting services through March 31, 2021. Information regarding the terms of Mr. Link’s compensation, continued employment arrangement, and consulting agreement can be found under the caption “Compensation Discussion and Analysis — Employment Letters and Consulting Agreements.”

At the Annual Meeting, we are asking our stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (the “independent auditor”) to audit our financial statements for the fiscal year ending December 31, 2021. Ernst & Yong LLP has served as the Company’s independent auditor for 20 years, and the Audit Committee has selected Ernst & Young LLP as the Company’s independent auditor for 2021. We are asking our stockholders to ratify the appointment of Ernst & Young LLP because we value our stockholders’ views on the Company’s independent auditor, even though the ratification is not required by our Bylaws or otherwise.

If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP as our independent auditor or whether to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditor at any time during the fiscal year ending December 31, 2021. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make statements if they desire to do so. Such representatives are also expected to be available to respond to appropriate questions.

Vote Required and Board Recommendation

Ratification of the appointment of Ernst & Young LLP as our independent auditor requires the affirmative “FOR” vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote. A vote to “ABSTAIN” will have the same effect as a vote “AGAINST” the resolution.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

In this section of the Proxy Statement, we discuss the fees paid to our independent auditor and provide the report of the Audit Committee for the year ended December 31, 2020.

Principal Accountant Fees and Services

The following table presents the fees for professional audit services rendered by Ernst & Young LLP and fees billed for other services rendered by Ernst & Young LLP for fiscal years 2020 and 2019. All fees paid to Ernst & Young LLP for the periods presented were pre-approved by the Audit Committee.

Audit Committee Report

Under the guidance of a written charter adopted by the Board, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The responsibilities of the Audit Committee include appointing and approving the services and related fees of the independent registered public accounting firm. The Audit Committee currently consists of three members, each of whom meets the independence and qualification standards for audit committee membership set forth in the listing standards provided by Nasdaq.

Management has primary responsibility for the system of internal controls and the financial reporting process. The independent registered public accounting firm has the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). The independent registered public accounting firm is also responsible for auditing the Company’s internal control over financial reporting. The Audit Committee appointed Ernst & Young LLP to audit the Company’s financial statements and the effectiveness of the related systems of internal control over financial reporting for the fiscal year ended December 31, 2020.

The Audit Committee is kept apprised of the progress of the documentation, testing and evaluation of the Company’s system of internal controls over financial reporting, and provides oversight and advice to management. In connection with this oversight, the Audit Committee receives periodic updates provided by management and Ernst & Young LLP at each regularly scheduled Audit Committee meeting. The Audit Committee also holds regular private sessions with Ernst & Young LLP to discuss their audit plan for the year, the financial statements and risks of fraud. At the conclusion of the process, management provides the Audit Committee with, and the Audit Committee reviews, a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), filed with the SEC, as well as the Report of Independent Registered Public Accounting Firm included in the Company’s 2020 Annual Report.

The Audit Committee pre-approves all services to be provided by the Company’s independent registered public accounting firm. Pre-approval is required for audit services, audit-related services, tax services and other services. In some cases, the full Audit Committee provides pre-approval for up to one year, related to a particular defined task or scope of work and subject to a specific budget. In other cases, a designated member of the Audit Committee may have delegated authority from the Audit Committee to pre-approve additional services, and such pre-approval is later reported to the full Audit Committee. See “Principal Accountant Fees and Services” for more information regarding fees paid to Ernst & Young LLP for services in fiscal years 2020 and 2019.

In this context and in connection with the audited financial statements contained in the Company’s 2020 Annual Report, the Audit Committee:

The Audit Committee met four times in 2020.

This report for 2020 is provided by the undersigned members of the Audit Committee of the Board.

Vickie L. Capps (Chairperson)

R. Scott Huennekens

Leslie V. Norwalk

The preceding “Audit Committee Report” shall not be deemed to be “soliciting material” or “filed” with the Securities and Exchange Commission, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference into such filing.

At the Annual Meeting, and as required by Section 14A of the Exchange Act, our stockholders will be asked to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as part of our annual “say-on-pay” proposal.

As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, our compensation principles and underlying programs are designed to attract, motivate and retain key executive talent who will drive sustainable long-term value for stockholders.

As further discussed in the Compensation Discussion and Analysis section, the Compensation Committee and the Board highly value the opinions of our stockholders and, in a continuing effort to better understand their views regarding executive compensation practices, the Company continued its stockholder outreach in 2020 and 2021. These outreach efforts continue to enable the Company to strengthen its executive compensation program. In addition, at our 2017 annual meeting of stockholders, our stockholders approved holding the advisory vote every year, which we believe will allow for a meaningful evaluation period of performance against our compensation practices.

The vote on our “say-on-pay” proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, as described in this Proxy Statement in accordance with the disclosure rules of the Securities and Exchange Commission. Because your vote is advisory, it will not be binding on the Board and will not overrule any decision by the Board or require the Board to take any action. In addition, your vote will not create or imply any additional fiduciary duty on the part of the Board and will not restrict or limit the ability of our stockholders to make proposals for inclusion in proxy materials related to executive compensation. However, the Compensation Committee values the opinion of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions.

Vote Required and Board Recommendation

Approval of the non-binding advisory vote on the compensation of the Company’s NEOs requires the affirmative “FOR” vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote. A vote to “ABSTAIN” will have the same effect as a vote “AGAINST” the resolution. Because broker non-votes are not counted as votes “FOR” or “AGAINST” this resolution, they will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL (ON A NON-BINDING

ADVISORY BASIS) OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE

OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

In this section of the Proxy Statement, we discuss our executive compensation philosophy and programs, the decisions made by the Compensation Committee (for purposes of this Compensation Discussion and Analysis, the “Committee”) under those programs, and the factors considered in making those decisions for the Company’s Named Executive Officers (the “NEOs”) in 2020.

Our Company

We are a global medical technology company focused on developing, manufacturing, selling and providing procedural solutions for spine surgery, with a guiding purpose to transform surgery, advance care and change lives. We offer a comprehensive portfolio of procedurally integrated spine surgery solutions, including surgical access instruments, spinal implants, fixation systems, biologics, and enabling technologies, as well as systems and services for intraoperative neuromonitoring. In addition, we develop and sell magnetically adjustable implant systems for spine and specialized orthopedic procedures.

Our Executives

In accordance with SEC rules and regulations, our NEOs for 2020 include our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers serving as executive officers on December 31, 2020. Also, in accordance with SEC rules, Matthew W. Link, our former President, is included based on his service as an executive officer during 2020 and his 2020 compensation.

A complete list of our current executive officers is included in this Proxy Statement under the caption “Executive Officers.”

2020 Financial and Business Highlights

In 2020, the Company’s financial performance was affected by lower surgery volumes and deferred elective procedures around the world as a result of the COVID-19 pandemic. While prioritizing the safety and wellbeing of our workforce, we took steps to preserve and strengthen our business by raising additional capital and building up our cash reserves, controlling expenses, improving our operations, and investing in R&D to further our progress against our long-term strategy.

* A reconciliation of certain non-GAAP financial measures is provided in the Appendix.

During 2020, we imposed cuts on discretionary spending, and our executive officers and Directors voluntarily agreed to temporary reductions in compensation. We also took a number of measures to improve our financial position and solidify our financial foundation to fund our long-term growth. We raised additional

capital to bolster our balance sheet and amended the terms of our credit facility to provide greater borrowing capacity and flexibility to mitigate potential financial and business risks related to COVID-19. These efforts allowed us to increase our investment in R&D, invest in our people, and improve our operating processes. We believe our investments in R&D will help accelerate and increase our growth as we launch new and innovative products and technologies, like our Pulse platform. Our investments in people are helping strengthen our commercial leadership and customer engagement capabilities. Further, we are driving operational efficiencies through the implementation of redefined sales and operations planning processes, the creation of a new Business Transformation Office to improve project execution and delivery of business objectives, and our planning and control tower system to advance our planning and procurement activities for capital assets to align with demand. Our efforts to strengthen the business, also included a realignment of our shipping teams and updates to our processes in our Memphis distribution facility, which will drive increased efficiencies in direct labor, material flow, and inventory, and result in improved fulfillment. We believe these actions will better position the Company for long-term success.

While the pandemic led to lower surgery volumes and deferred elective spine surgery procedures during 2020, many spine surgeries are not elective. Patients that suffer from debilitating back pain or who require emergent surgery due to trauma or other factors often cannot defer or delay surgery. As spine surgeries continued during the pandemic, we often faced challenges in supporting surgeries, but our committed employees worked with our surgeon and hospital customers to comply with new and changing hospital protocols to allow spine surgeries to proceed. The combination of our differentiated technologies with our talented, clinically trained commercial teams, helped drive 2020 global net sales of $1.051 billion. While our Total Stockholder Return was negative in 2020 (-27%), our 2020 financial results reflected a decline in net sales of 10.1% compared to 2019.

For more information about our 2020 financial and business performance, please see “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2020.

2020 Executive Compensation Highlights

NuVasive’s executive compensation program emphasizes pay-for-performance and places a significant portion of annual direct compensation opportunity in the form of variable incentives designed to motivate our NEOs to achieve overall Company goals, specific business goals and individual performance goals. In setting executive compensation for 2020, the Committee approved an updated peer group for compensation benchmarking by replacing the four largest companies in the peer group with four companies with market capitalizations and net sales more comparable to the Company’s. The compensation awarded to our NEOs for 2020 reflected the financial and operational results mentioned above, including the impact of COVID-19, as well as the Committee’s pay-for-performance compensation philosophy.

The charts below illustrate the mix of target total annual direct compensation for Mr. Barry (our CEO) and other NEOs (excluding Mr. Barry) for 2020. As illustrated below, 87% of the CEO’s target total annual direct compensation and 74% of other NEOs’ target total annual direct compensation is variable with performance, including stock price performance.

For more information about the 2020 compensation decisions and the factors considered in making these decisions, please see pages 44 - 48.

Say on Pay Results and Stockholder Engagement

The Committee and the Board carefully consider stockholder feedback regarding executive compensation. The Company regularly interacts with stockholders throughout the year on several matters, including executive compensation. Through these and other outreach efforts, we can: