NuVasive at a Glance

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.

2022 Accomplishments and Achievements

Proposed Transaction with Globus Medical

On February 8, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Globus Medical, Inc. (“Globus Medical”) and Zebra Merger Sub, Inc., a wholly-owned subsidiary of Globus Medical (“Merger Sub”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into NuVasive (the “Merger”), with NuVasive surviving the Merger as a wholly-owned subsidiary of Globus Medical. If the Merger is completed, the business of NuVasive will continue as the business of the combined company. On April 27, 2023, NuVasive and Globus Medical announced that the stockholders of each company had approved all proposals related to the Merger at each company’s respective special meeting of stockholders held on April 27, 2023. Completion of the Merger is subject to the satisfaction of the remaining customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended . As NuVasive and Globus Medical will continue to operate as separate companies until the closing of the Merger, we intend to hold our annual meeting of stockholders on June 9, 2023, unless the closing of the Merger occurs prior to such date. For additional information related to the Merger, please refer to the Definitive Merger Proxy Statement on Schedule 14A filed by NuVasive with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2023, and other relevant materials in connection with the proposed transaction that we may file with the SEC.

Notice of 2023

Annual Meeting of Stockholders

2023 Annual Meeting of Stockholders
Date: June 9, 2023		Time: 9:00 a.m. MT		Place: Virtual		Record Date: April 25, 2023

Items of Business

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

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, “FOR” Proposals 2 and 3, and “One Year” for Proposal 4. Only stockholders of record at the close of business on April 25, 2023, the Record Date, will be entitled to notice of, and to vote at, the 2023 Annual Meeting. For ten days prior to the Annual Meeting, a complete list of the stockholders of record on April 25, 2023, will be available at our principal executive offices, located at 12101 Airport Way, Broomfield, CO 80021, 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

May 8, 2023

Solicitation of Proxies for Annual

Meeting of Stockholders

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 2023 Annual Meeting of Stockholders (the “Annual Meeting”), and any adjournments or postponements thereof, for the purposes described in the Notice of 2023 Annual Meeting of Stockholders.

The Annual Meeting will be held virtually on June 9, 2023 at 9:00 a.m. Mountain time. 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 delivered printed proxy materials to you, in connection with the solicitation of proxies by the Board for use at the Annual Meeting, and has also made proxy materials available on the internet at www.proxydocs.com/NUVA. The Proxy Statement for the Annual Meeting was filed with the U.S. Securities and Exchange Commission on May 8, 2023, which is also the approximate date on which the Proxy Statement and the accompanying proxy were first sent to stockholders.

This Proxy Statement only relates to the Annual Meeting. As previously disclosed, on February 8, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Globus Medical, Inc. (“Globus Medical”) and Zebra Merger Sub, Inc., a wholly-owned subsidiary of Globus Medical (“Merger Sub”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into NuVasive (the “Merger”), with NuVasive surviving the Merger as a wholly-owned subsidiary of Globus Medical. If the Merger is completed, the business of NuVasive will continue as the business of the combined company. On April 27, 2023, NuVasive and Globus Medical announced that the stockholders of each company had approved all proposals related to the Merger at each company’s respective special meeting of stockholders held on April 27, 2023. Completion of the Merger is subject to the satisfaction of the remaining customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As NuVasive and Globus Medical will continue to operate as separate companies until the closing of the Merger, we intend to hold our annual meeting of stockholders on June 9, 2023, unless the closing of the Merger occurs prior to such date. For additional information related to the Merger, please refer to the Definitive Merger Proxy Statement on Schedule 14A filed by NuVasive with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2023, and other relevant materials in connection with the proposed transaction that we may file with the SEC.

Your Vote is Important

All stockholders of record at the close of business on April 25, 2023 are invited to attend and vote their shares at the NuVasive, Inc. 2023 Annual Meeting of Stockholders to be held virtually on June 9, 2023.

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 “How do I Vote my Shares?” in this Proxy Statement and your enclosed proxy card. This will ensure the presence of a quorum at the Annual Meeting. If you attend the Annual Meeting virtually, 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.

Table of Contents

Proxy Statement Summary

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.

2023 Annual Meeting Highlights

Date: June 9, 2023		Time: 9:00 a.m. MT		Place: Virtual		Record Date: April 25, 2023

Proposals and Voting Recommendations

Director Nominee Background/Skills

At the Annual Meeting, we are asking our stockholders to elect three individuals nominated for re-election to our Board as “Class I” Directors. Our Board currently consists of nine Directors and is divided into three classes. Our current Class I Directors are J. Christopher Barry, Leslie V. Norwalk, Esq., and Amy Belt Raimundo, and each of their terms as a Director will expire at the Annual Meeting. Our Board nominated Mr. Barry and Mses. Norwalk and Raimundo for re-election as Class I Directors at the Annual Meeting.

PROXY STATEMENT SUMMARY (CONT.)

Compensation and Governance Highlights

Our executive compensation program emphasizes pay-for-performance and is designed to motivate our executives to achieve overall Company goals, specific business goals and individual performance goals. During 2022, net sales growth was driven by further adoption of the Pulse platform and new products within the C360 portfolio, as well as continued strong growth in our international business. Overall, we reported global net sales of $1.202 billion in 2022, an increase of 5.5% on a reported basis. However, we continued to experience challenges associated with the COVID-19 pandemic and global macroeconomic conditions, including inflationary pressures, disruptions to the global supply chain, higher freight and labor costs, and weakness in economic conditions generally. Additionally, our operating results for 2022 were negatively impacted due to significant and unanticipated fluctuations in foreign currency exchange rates compared to the prior year. As a result, we did not achieve certain financial targets established for our 2022 annual bonus plan, and the 2022 annual bonus plan was funded below target.

Compensation Practices and Policies (see page 51)

Corporate Governance Practices and Policies (see page 18)

Healthcare

Public Co. Leadership

Finance

Innovation

Global

Law

Government

Hospital

Proposal 1

Election of Directors

At the Annual Meeting, we are asking our stockholders to elect three individuals nominated for re-election to our Board. Our Board is divided into three classes, and our “Class I” Directors are subject to election at the Annual Meeting for a three-year term. Our current Class I Directors are J. Christopher Barry, Leslie V. Norwalk, Esq., and Amy Belt Raimundo, 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 Mr. Barry and Mses. Norwalk and Raimundo for re-election as Class I Directors at the Annual Meeting. Information regarding Mr. Barry and Mses. Norwalk and Raimundo, 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.”

Mr. Barry and Mses. Norwalk and Raimundo 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 Mr. Barry and Mses. Norwalk and Raimundo are elected at the Annual Meeting, each will serve as a Class I Director for a three-year term until the 2026 Annual Meeting of Stockholders, or his or her earlier resignation, death, 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, death, or removal.

As previously disclosed, on February 8, 2023, we entered into the Merger Agreement with Globus Medical. If the Merger with Globus Medical is consummated, NuVasive will become a wholly-owned subsidiary of Globus Medical and will no longer operate as a standalone publicly-traded company. Accordingly, the term of service of our Board members will cease upon the closing of the Merger. Pursuant to the Merger Agreement, Globus Medical has agreed to increase the size of the Globus Medical Board of Directors from eight to eleven directors and to appoint three additional directors proposed by the NuVasive Board. As a result, if the Merger is consummated, the composition of the Board of Directors of the combined company will be determined pursuant to the terms of the Merger Agreement rather than the composition presented in this Proxy Statement. As of the date of this Proxy Statement, the members of the NuVasive Board who will serve on the Globus Medical Board following the closing of the Merger have not yet been identified.

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.

Board Members and

Nominees for Election

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 help improve clinical, operational and financial 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.

		Healthcare Nine have significant healthcare industry experience						Public Company Leadership Seven have leadership experience as public company executives
		Finance Three have accounting and finance experience as prior chief financial officers						Innovation Four have significant product development and innovation experience
		Global Seven have significant international business experience						Law One is a lawyer with compliance and risk management experience
		Government One has prior government leadership experience (Centers for Medicare & Medicaid Services)						Hospital One has prior hospital system leadership experience (Memorial Hermann)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

Our Board of Directors

The table below lists the name, age and certain other information of each member of the Board, as of April 25, 2023, 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.

Board Member		Age					Director Class					Term Expires(1)					Committee Membership(2)
																	Audit					Compensation					Nominating
J. Christopher Barry		51					I					2023					—					—					—
Vickie L. Capps+		61					II					2024					Chair					—
John A. DeFord, Ph.D.+		61					II					2024					—					—
Robert F. Friel+		67					III					2025					—										—
R. Scott Huennekens+		59					II					2024										—					—
Siddhartha C. Kadia, Ph.D.+		53					II					2024					—					—
Leslie V. Norwalk, Esq.+		57					I					2023										—					Chair
Amy Belt Raimundo+		49					I					2023					—										—
Daniel J. Wolterman+ †		66					III					2025					—					Chair					—

As previously disclosed, on February 8, 2023, we entered into the Merger Agreement with Globus Medical. If the Merger with Globus Medical is consummated, NuVasive will become a wholly-owned subsidiary of Globus Medical and will no longer operate as a standalone publicly-traded company. Accordingly, the term of service of our Board members will cease upon the closing of the Merger. Pursuant to the Merger Agreement, Globus Medical has agreed to increase the size of the Globus Medical Board of Directors from eight to eleven directors and to appoint three additional directors proposed by the NuVasive Board. As a result, if the Merger is consummated, the composition of the Board of Directors of the combined company will be determined pursuant to the terms of the Merger Agreement rather than the composition presented in this Proxy Statement. As of the date of this Proxy Statement, the members of the NuVasive Board who will serve on the Globus Medical Board following the closing of the Merger have not yet been identified.

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

Directors Standing for Election at the Annual Meeting

Set forth below is information as of April 25, 2023, regarding the three Director nominees for election as Class I Directors at the Annual Meeting: J. Christopher Barry, Leslie V. Norwalk, Esq., and Amy Belt Raimundo.

Board member since February 2018             Chief Executive Officer

J. Christopher Barry   Mr. Barry has served as our Chief Executive Officer and a Director since November 2018.   Prior to joining NuVasive, Mr. Barry served as Senior Vice President and President of Surgical Innovations for Medtronic plc, a global medical technology company, from January 2015 to October 2018. Mr. Barry joined Medtronic following its January 2015 acquisition of Covidien plc, a global healthcare technology and medical supplies provider. Mr. Barry previously spent 15 years with Covidien in various sales and leadership roles, most recently as President, Advanced Surgical Technologies, from October 2013 to January 2015.

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, provides operational and strategic knowledge in the medical technology industry and valuable leadership experience to our Board.

Healthcare

Public Co.      Leadership

Global

Business Experience   •  NuVasive, Inc., CEO   •  Medtronic plc, Senior Vice President and President of Surgical Innovations   •  Covidien plc, President, Advanced Surgical Technologies   Current Public Company Boards   •  N/A   Educational/Professional Background   •  Bachelor’s Degree in environmental science from Texas Tech University

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

Directors Continuing in Office

Set forth below is information as of April 25, 2023, regarding the six Directors continuing in office and who are not up for election at the Annual Meeting: Vickie L. Capps, John A. DeFord, Ph.D., Robert F. Friel, R. Scott Huennekens, Siddhartha C. Kadia, Ph.D., and Daniel J. Wolterman.

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

BOARD MEMBERS AND NOMINEES FOR ELECTION (CONT.)

Board member since July 2015   Chairman of the Board   Chair of         Compensation Committee

Daniel J. Wolterman   Mr. Wolterman is currently Chief Executive Officer of Wolterman Consulting LLC, a provider of strategic and operational consulting services to healthcare providers and other entities.   From January 2018 to May 2019, Mr. Wolterman served as Chief Executive Officer of ColubrisMX, Inc. and X-Cath, Inc., both privately held medical device companies. Mr. Wolterman previously served as President and Chief Executive Officer of Memorial Hermann Health System, the largest not-for-profit health system in Southeast Texas, from 2002 until his retirement from Memorial Hermann in May 2016. He has more than 40 years of experience in the healthcare industry and a long history of community involvement.

Mr. Wolterman’s extensive knowledge of the healthcare industry and his leadership of a large health system provide valuable perspective and guidance to our Board. Additionally, as a leader of and consultant for medical device companies, he brings product and technology experience to the Board.

Healthcare

Innovation

Hospital

Business Experience   •   Wolterman Consulting, LLC, CEO   •   ColubrisMX, Inc., CEO   •   X-Cath, Inc., CEO   •   Memorial Hermann Health System, President and CEO   Current Public Company Boards   •   Hyperfine, Inc. (Member of Audit Committee, Chair of Nominating and Corporate Governance Committee)   Educational/Professional Background   •   Bachelor’s Degree in business administration and a Master of Business Administration Degree in finance from the University of Cincinnati   •   Master’s Degree in healthcare administration from Xavier University   Additional Information   •   Previously served on Board of Directors of Invuity, Inc. (2017-2018) and Volcano Corporation (2013-2015)

Director Identification,

Selection and Evaluation

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 five new Directors to join our Board.

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.

DIRECTOR IDENTIFICATION, SELECTION AND EVALUATION (CONT.)

Board Membership Criteria

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 and SEC rules (including that at least one member qualifies as an “audit committee financial expert” under the rules of the 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 underrepresented 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.

Our Board, upon the recommendation of the Nominating Committee, nominated each of Mr. Barry, Ms. Norwalk and Ms. Raimundo for re-election as Class I Directors at the Annual Meeting. The Nominating Committee and the Board believe that each of Mr. Barry, Ms. Norwalk, and Ms. Raimundo 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 Diversity

NuVasive is committed to director diversity and we believe it is important to have a balanced and diverse Board with members who bring a range of expertise, perspectives, experiences, and personal characteristics, including with regard to age, race, gender and ethnicity. In recent years, our Nominating Committee has made diversity a focus in its nominations process and, as a result, the diversity of our Board has increased.

Under Nasdaq Rule 5605(f) (Diverse Board Representation), Nasdaq-listed companies are required, subject to certain exceptions and transition periods, to: (1) have at least one director who self-identifies as a female, and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) to explain why the reporting company does not have at least two directors on its board who self-identify in the categories listed above. In addition, Rule 5606 (Board Diversity Disclosure) requires each Nasdaq-listed company, subject to certain exceptions, to provide statistical information about such company’s Board of Directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. As of the Record Date, the Company is in compliance with the diversity requirements under Nasdaq Rule 5605(f).

DIRECTOR IDENTIFICATION, SELECTION AND EVALUATION (CONT.)

Pursuant to Nasdaq Rule 5605(f), the matrix below reports the diversity statistics of our Board based on the self-identified characteristics of our Directors:

Board Diversity Matrix (as of May 8, 2023)

Total number of Directors: 9

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 except for J. Christopher Barry, our Chief Executive Officer, all of our current Directors are independent under the Nasdaq rules and our Corporate Governance Guidelines.

DIRECTOR IDENTIFICATION, SELECTION AND EVALUATION (CONT.)

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).

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 specifically with both current Board members and Director candidates who serve on multiple boards of directors.

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 for the 2022 annual evaluation, each Director completed individual questionnaires to evaluate Board and Committee effectiveness, as well as individual Director effectiveness. The results were compiled and summarized by outside corporate governance counsel and presented and discussed with the Board. 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.

DIRECTOR IDENTIFICATION, SELECTION AND EVALUATION (CONT.)

Our Board has implemented a comprehensive annual process to

review Board, Committee and Director effectiveness.

The Board believes that the overall annual evaluation process works well and that using outside corporate governance counsel to assist with the evaluations 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 recently 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.

Board Governance and

Corporate Responsibility

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 and global macroeconomic conditions.

Our Board has adopted a number of governance best practices:

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 Committee. In addition to its responsibilities related to Director nominations, Board structure and composition, and corporate governance matters, the Nominating Committee also has oversight responsibilities for quality and regulatory matters, ethics and compliance matters, and other related matters. Additionally, the Nominating Committee has responsibility for periodically reviewing and revising our Code of Conduct and addressing any 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, and succession planning. Our Corporate Governance Guidelines are reviewed regularly by the Nominating Committee and revised when appropriate.

BOARD GOVERNANCE AND CORPORATE RESPONSIBILITY (CONT.)

In recent years, we have 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.

Printed copies may be obtained upon request to our Investor Relations Department. Any stockholder may request copies of these materials in print, without charge, by contacting our Investor Relations Department at investorrelations@nuvasive.com.

BOARD GOVERNANCE AND CORPORATE RESPONSIBILITY (CONT.)

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 help improve clinical, operational and financial 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 our less-invasive surgical solutions are utilized, it helps improve procedural workflow in the operating room, while reducing intra-operative risks and cost of care. This is good for the patient, but also good for the hospital and the overall healthcare system. Through our enabling technologies, we help surgeons work more efficiently, reduce operating room time, achieve more reproducible patient outcomes, and reduce costs. With the Pulse platform, we have integrated key technologies for spine surgery in one condensed footprint in the operating room. Pulse is designed to increase safety, efficiency, and procedural reproducibility, while addressing some of the most common clinical challenges in spine surgery such as radiation exposure, nerve and spinal cord injury, and time spent in the operating room. 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. We are committed to supporting and driving diversity and inclusion initiatives that continue to evolve our workplace culture, policies and processes, while creating an environment that leverages differences. Our long-term diversity and inclusion roadmap includes: (i) attracting and retaining talent from different backgrounds, worldviews, and ways of thinking, (ii) driving holistic change by making diversity and inclusion a core part of our organization, (iii) creating a workplace where employees feel valued, heard and respected, and (iv) becoming a recognized leader in healthcare innovation, supported by our diversity efforts. With dedicated resources focused on our diversity and inclusion vision, strategy and priorities, and through the establishment of employee resource groups and committees, 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. 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 advancing environmental stewardship through a range of initiatives that build on our environmental compliance and lean manufacturing programs. Our facilities implement environmental compliance, hazardous waste management, recycling, emergency preparedness, and environmental health and safety (EHS) programs, and our corporate EHS team monitors and assesses compliance to local and global requirements. We have embraced lean manufacturing to reduce our environmental impact. By implementing practices like 3D printing of our titanium spinal implants, we are creating innovative designs to help improve clinical outcomes for patients, while conserving resources.

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 a management committee 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, with oversight from the Nominating 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. In February 2022, we published our inaugural ESG Report, which shares our progress on key ESG topics and provides a platform to further strengthen and integrate sustainability into our core business practices. Although not incorporated by reference into this Proxy Statement, the report can be accessed on our website at www.nuvasive.com, by clicking the “About” link and then “Corporate social responsibility”.

BOARD GOVERNANCE AND CORPORATE RESPONSIBILITY (CONT.)

COVID-19 and Global Macroeconomic Challenges

The COVID-19 pandemic significantly impacted our business and results of operations during fiscal year 2022. Additionally, the COVID-19 pandemic and global macroeconomic conditions have led to disruptions in the global supply chain. While we have largely been able to mitigate the impact, we have experienced challenges associated with material and component availability for certain product lines, longer shipping and delivery times for raw materials and components, constrained logistics capacity related to the movement of our products, availability of skilled labor and increased costs of raw materials, components, labor, and freight and courier services. Our net sales and profitability from our foreign operations have also been negatively affected by the unfavorable foreign currency exchange impact of the strengthened U.S. dollar against a number of currencies.

Despite the impact COVID-19 and global macroeconomic factors has had on our business, we continue to invest in research and development, invest in our people, improve operating processes, and take steps to position ourselves for long-term success. During 2022, we remained focused on developing innovative solutions and enabling technologies to drive increased adoption of less-invasive surgery and continued to train and educate surgeons on our products and surgical techniques through live and virtual settings. Further, we continued to make investments in the Pulse platform to support our global commercialization plan for the technology and build-out the platform to enable further improvement of the spine care pathway. Our goal is to use technology and data to make spine surgery more intelligent, and we are investing to develop and expand the Pulse platform to include applications and technologies designed to improve pre-operative treatment selection and planning and post-operative workflow and analytics, as well as intra-operative surgical automation and robotics. Although the COVID-19 pandemic and global macroeconomic conditions continue to evolve and the impact on our business will depend on several factors that are highly uncertain and unpredictable, we believe these actions will better position the Company for long-term success.

Board Leadership and

Organization Structure

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 their duties, including oversight responsibilities. We also discuss how stockholders can communicate with the Board.

Audit Committee		Nominating, Corporate Governance and Compliance Committee		Compensation Committee

Board Leadership Structure

Under our current Board leadership structure, our CEO does not serve 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.

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 for a Lead Independent Director to preside at meetings of the independent Directors, preside at all meetings of the Board at which the Board Chair is not present and perform such other functions as the Board may direct, including advising the Board Chair with respect to Board meeting agendas. The Lead Independent Director is to be elected by a majority of the independent Directors for a renewable term of two years. We currently do not have a Lead Independent Director as Mr. Wolterman serves as Board Chair and is an independent Director.

The authority and responsibilities of the Lead Independent Director 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”.

BOARD LEADERSHIP AND ORGANIZATION STRUCTURE (CONT.)

Executive Sessions of Independent Directors

Each of the Directors other than Mr. Barry is independent, and the Board believes that the independent Directors provide effective oversight of management. 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, if any. 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, environmental, social and governance, 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 Succession Planning

A key responsibility of the Board is succession planning for the CEO and other members of the senior leadership team. The Compensation Committee regularly discusses senior management talent, including the readiness of individuals to take on additional leadership roles and developmental opportunities needed to prepare senior leaders for greater levels of responsibility. Additionally, the full Board holds a formal succession planning and talent review session annually, which includes succession planning for the CEO and other senior leaders.

In support of the Company’s commitment to investing in its employees, high-potential leaders are provided with the opportunity to meet with Board members through formal presentations, technology showcases and at informal events. This engagement gives the Board insight into the Company’s talent and helps to facilitate a regular review and discussion of leadership development and succession planning at Board meetings.

BOARD LEADERSHIP AND ORGANIZATION STRUCTURE (CONT.)

Board and Committee Membership and Structure

Compensation Committee. As of the date of this Proxy Statement, the Compensation Committee consists of Daniel J. Wolterman (Chair), Robert F. Friel, and Amy Belt Raimundo. The Board has determined that all members of the Compensation Committee satisfy the independence and qualification standards for compensation committee membership under Nasdaq rules and SEC rules. The Compensation Committee administers the Company’s benefit and stock plans, reviews and administers all compensation arrangements for senior executive officers, and establishes and reviews general policies relating to the compensation and benefits of our executive officers and employees. The Compensation Committee meets several times a year and consults with independent compensation consultants, as it deems appropriate, to review, analyze and approve compensation packages for our executive officers, and in the case of the CEO, make compensation recommendations to the Board for approval. In addition, the Compensation Committee determines whether any compensation policies create risk-taking incentives that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. For more information, please see below under “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. As of the date of this Proxy Statement, the Nominating Committee consists of Leslie V. Norwalk (Chair), Vickie L. Capps, John A. DeFord, Ph.D., and Siddhartha Kadia, Ph.D. 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

BOARD LEADERSHIP AND ORGANIZATION STRUCTURE (CONT.)

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:

Executive Officers

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 April 25, 2023, 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. If the Merger with Globus Medical is consummated, NuVasive will become a wholly-owned subsidiary of Globus Medical and will no longer operate as a standalone publicly-traded company. The Merger Agreement does not provide for the continuation of employment of any NuVasive executive officers, and it is expected that Globus Medical’s executive officers will serve as the executive officers of the combined company following the closing of the Merger.

				Matthew K. Harbaugh   Matthew K. Harbaugh has served as our Executive Vice President and Chief Financial Officer since January 2020.   Prior to joining NuVasive, Mr. Harbaugh served as an executive at Mallinckrodt plc, a global specialty pharmaceutical products company. From May 2018 to September 2019, he served as the President of Mallinckrodt’s Specialty Generics business, and from July 2013 to December 2018, he served as Mallinckrodt’s Executive Vice President and Chief Financial Officer. Mr. Harbaugh previously held a variety of financial management positions at Covidien Pharmaceuticals, which was spun-off from Covidien plc as Mallinckrodt plc in July 2013. Mr. Harbaugh joined Covidien in 2007 and served in several finance and leadership roles, including as Chief Financial Officer and Interim President of Covidien Pharmaceuticals. Prior to joining Covidien, Mr. Harbaugh was a Lead Finance Executive with Cerberus Capital Management, L.P., a New York-based private equity firm. Prior to that Mr. Harbaugh worked nearly ten years for Monsanto Company, where he held various roles in investor relations and finance.		Educational Background                                   •   Bachelor of Science in Business Administration from St. Louis University   •   Executive M.B.A from the Kellogg School of Management at Northwestern University

EXECUTIVE OFFICERS (CONT.)

				Michael Farrington   Michal Farrington has served as our Senior Vice President, People and Culture, since September 2022, and is responsible for the Company’s human resources, talent, and total rewards, and corporate marketing, brand and communication functions.   Since joining NuVasive in 2016, Mr. Farrington has held various leadership roles at NuVasive, and most recently served as Senior Vice President, Corporate Marketing, Brand and Communications. Mr. Farrington has played an integral role in shaping the Company’s brand and culture—including architecting The Cheetah Way, serving on Company Employee Resource Group (ERG) advisory boards and leading many enterprise-wide cultural projects and initiatives. Before joining NuVasive, he held a variety of corporate, brand and product marketing positions in global, medical technology companies including Becton Dickinson, CareFusion and Cardinal Health.		Educational Background                                   •   Bachelor’s Degree in Business Administration from Pepperdine University

				Nathaniel B. Sisitsky, Esq.   Nathaniel B. Sisitsky, Esq. has served as our Senior Vice President, General Counsel and Corporate Secretary since June 2018 and is responsible for leadership of NuVasive’s legal team. In this role, Mr. Sisitsky also oversees the Company’s Global Risk & Integrity team, as well as the NuVasive Spine Foundation.   Mr. Sisitsky previously served as our Vice President and Associate General Counsel, Corporate Affairs from July 2015 to June 2018. Prior to joining NuVasive, Mr. Sisitsky was Vice President and Associate General Counsel at CareFusion Corporation, a global medical technology company focused on medication management and patient safety solutions, from April 2009 until April 2015. From August 2004 until April 2009, Mr. Sisitsky served as Vice President, Legal – Corporate Finance at American Tower Corporation, a global owner and operator of wireless communication sites. Prior to joining American Tower, Mr. Sisitsky was a Junior Partner in the Corporate Department of Wilmer Cutler Pickering Hale and Dorr (WilmerHale), based in Boston, MA.		Educational Background                                   •   Bachelor’s Degree in Political Science and Economics from Emory University   •   Juris Doctor Degree from New York University School of Law

EXECUTIVE OFFICERS (CONT.)

				Dale Wolf   Dale Wolf has served as our Senior Vice President, Global Operations since January 2020 and is responsible for NuVasive’s supply chain, distribution, manufacturing, quality assurance and real estate and facilities functions.   Mr. Wolf previously served as the Company’s Vice President, Manufacturing, since August 2018. Prior to joining the Company, Mr. Wolf spent over 15 years with General Electric (GE), including leadership roles in manufacturing, operations and supply chain. Most recently, from October 2014 to June 2018, Mr. Wolf served as an executive plant manager for GE Healthcare.		Educational Background                                   •   Bachelor’s Degree in Mechanical Engineering from the University of Wisconsin – Madison

Security Ownership of Certain Beneficial

Owners and Management

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 April 25, 2023, 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 April 25, 2023. For our Directors and executive officers, this includes shares subject to restricted stock units, performance restricted stock units, and/or shares issuable pursuant to our Employee Stock Purchase Plan that can be acquired (including as a result of expected vesting and/or delivery) within 60 days of April 25, 2023. All percentages are based on 52,348,998 shares of our common stock outstanding as of April 25, 2023. Except as noted below, each holder has sole voting and investment power with respect to all shares listed as beneficially owned by that holder.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONT.)