Alphatec Holdings Inc

This management proposal asks stockholders to approve a new equity compensation plan (the 2026 EIP) that would succeed and replace the expiring 2016 EIP and reserve 12,000,000 new shares for future awards. Management presents the proposal as necessary to continue providing competitive equity incentives to employees, consultants and non-employee directors to attract, retain, and motivate talent in a competitive med-tech sector, and to align employee interests with long-term stockholder value. The Board and Compensation Committee considered historical burn rates, peer practice, and advice from an independent compensation consultant when setting the share request and plan design, and they estimate the reserve would cover awards for roughly three years under current practices. The plan contains standard features (ISOs, NSOs, RSUs, restricted stock, performance awards, SARs, dividend equivalents), minimum vesting protections, repricing prohibitions absent stockholder approval, and change-in-control and substitution mechanics; it also includes director compensation limits and anti-dilution/adjustment provisions for corporate transactions. Approval would terminate the 2016 EIP for future grants and cancel any remaining 2016 EIP available shares, while preserving outstanding 2016 awards under their original terms. The Board recommends FOR approval on the grounds that insufficient equity runway would materially impair recruiting and retention and that stockholder approval is required for plan continuity; management frames the requested share pool as calibrated to anticipated needs and governance norms. If not approved, the company would continue to operate under older plan constraints and may face equity scarcity that could limit its ability to grant market-competitive awards. The plan’s governance features (limits on director annual compensation, minimum vesting, anti-repricing) and the Board’s stated review of burn-rate and consultant input are intended to mitigate dilution and governance concerns, but investors should evaluate the requested share count relative to dilution, historic burn, and future hiring and M&A assumptions.

The company asks stockholders to approve a successor employee stock purchase plan reserving 2,000,000 shares to allow eligible employees to buy Alphatec common stock via payroll deductions, typically at an 85% look-back discount. Management frames the ESPP as a broad-based retention and alignment tool that ties employee rewards to shareholder outcomes and helps maintain competitive total compensation. The proposed share reserve and six-month offering cadence are calibrated based on historical ESPP burn (about 0.34% annually) and management’s estimate that the reserve should cover roughly three years under expected participation. The plan is intended to comply with Section 423 of the Internal Revenue Code, includes usual anti-dilution and adjustment mechanics for corporate transactions, limits on participation (including $25,000-per-year per-participant limits under Section 423), and administrative discretions to set offering details and designated brokers. The Board recommends FOR approval because the current 2007 ESPP will expire and an approved successor is required to continue offering discounted purchase rights; management notes that without approval the 2007 ESPP remains operative only for the then-in-progress offering. Investors should weigh the modest incremental dilution implied by 2,000,000 shares against the retention and alignment benefits for a broad employee base and consider historic participation and potential ESPP uptake at different price levels when assessing the proposal.

This non-binding management-sponsored proposal asks shareholders to approve (on an advisory basis) the compensation arrangements for the named executive officers as disclosed in the proxy. Management argues its program aligns pay with performance by making a substantial part of executives’ compensation variable and equity-based — emphasizing revenue, adjusted EBITDA and multi-year performance-based RSUs — and by using mix and vesting to focus executives on long-term value creation. The Board and Compensation Committee cite prior strong shareholder support (approximately 93% in 2025) and ongoing engagement, and they commit to consider the vote results in future pay-setting. A FOR vote signals stockholder endorsement of pay practices; a against or low support vote is non-binding but typically prompts engagement and possible program adjustments. Investors evaluating this proposal should consider the disclosed pay-for-performance linkage, size and structure of equity awards (including the 2025 PRSU outcomes and vesting), severance/change-in-control arrangements, and governance safeguards such as clawback policy, double-trigger change-in-control, independent compensation committee, and independent consultant use. The Board recommends FOR approval and intends to review voting results when making future executive compensation decisions.