Xtant Medical : 2024 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 23, 2024

To Our Stockholders:

You are invited to attend the Annual Meeting of Stockholders of Xtant Medical Holdings, Inc. on July 23, 2024 at 8:00 a.m., Eastern Time, at the offices of Fox Rothschild LLP, located at 101 Park Avenue, 17th Floor, New York, New York 10178, for the following purposes:

1. To elect the six nominees named in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified;
2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024;
3. To approve, on an advisory basis, the compensation of our executive officers named in the accompanying proxy statement; and
4. To transact such other business as may properly be brought before the Annual Meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on May 28, 2024 shall be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A stockholder list will be available at our corporate offices beginning July 11, 2024 during normal business hours for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the Annual Meeting.

Your vote is important. Please submit a proxy as soon as possible so your shares can be voted at the Annual Meeting.

By Order of the Board of Directors

Stavros G. Vizirgianakis	Sean E. Browne
Chair of the Board	President and Chief Executive Officer

Belgrade, Montana

June 10, 2024

[Page intentionally left blank]

TABLE OF CONTENTS
	Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	1
PROPOSAL ONE-ELECTION OF DIRECTORS	6
Board Size and Structure	6
Current Directors and Nominees for Director	6
Board Nomination Rights	6
Additional Information About Director Nominees	7
Board Recommendation	9
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	10
Investor Rights Agreement	10
Controlled Company Status	10
Director Independence	10
Board Leadership Structure	10
Board Meetings	11
Board Committees	11
Corporate Governance Guidelines	13
Director Nomination Process	14
Board Diversity	14
Board Qualifications	15
Risk Oversight	15
Code of Ethics and Code of Conduct	16
Stockholder Communications	16
DIRECTOR COMPENSATION	17
Director Compensation Program	17
Director Compensation Table for Fiscal 2023	18
PROPOSAL TWO-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	20
Appointment of Independent Registered Public Accounting Firm	20
Audit and Non-Audit Fees	21
Pre-Approval Policy	21
Audit Committee Report	21
Recent Change in Independent Registered Public Accounting Firm	22
Board Recommendation	22
PROPOSAL THREE-ADVISORY VOTE ON EXECUTIVE COMPENSATION	23
Background	23
Why You Should Vote in Favor of Our Say-On-Pay Proposal	23
Proposed Resolution	23
Next Say-On-Pay Vote	24
Board Recommendation	24
EXECUTIVE COMPENSATION	25
Executive Officers	25
Overview	26
Compensation Philosophy	26
Use of Market Data	26
Elements of Our Executive Compensation Program	27
Summary Compensation Table	28
Executive Employment and Other Agreements	29
401(k) Retirement Plan	29
Outstanding Equity Awards at Fiscal Year-End	30
Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan	31
Potential Payments upon Termination or Change in Control	32
Pay Versus Performance Disclosure	33
i

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS	38
Policies and Procedures for Review and Approval of Related Party Transactions	38
Related Party Transactions	38
Family Relationships	39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	40
Significant Beneficial Owners	40
Security Ownership of Management	41
Clawback Policy	42
Anti-Hedging and Pledging Policy	42
ADDITIONAL INFORMATION	43
Stockholder Proposals and Director Nominations	43
Householding Information	43
Copies of 2023 Annual Report	44

_____________________

References in this proxy statement to:

• "Xtant," "we," "us," "our," or the "Company" refer to Xtant Medical Holdings, Inc.;
• "Board" refers to the Board of Directors of Xtant;
• "Annual Meeting" refers to our 2024 Annual Meeting of Stockholders; and
• "2023 Annual Report" or "2023 Annual Report to Stockholders" refer to our Annual Report on Form 10-K for the year ended December 31, 2023, being made available together with this proxy statement.

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

• and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners.

ii

XTANT MEDICAL HOLDINGS, INC.

664 Cruiser Lane

Belgrade, Montana 59714

[phone]

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 23, 2024

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING

_________________

1. Why am I receiving these materials?

1. We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors (the "Board") for our Annual Meeting, which will take place on July 23, 2024. As a stockholder of record, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business described in this proxy statement. This proxy statement and accompanying proxy card (or voting instruction card), along with our 2023 Annual Report, are available on the Internet and being sent beginning on or about June 10, 2024 to all stockholders entitled to vote at the Annual Meeting. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the Annual Meeting.

1. When and where will the Annual Meeting be held?

A: The Annual Meeting will be held on July 23, 2024 at 8:00 a.m., Eastern Time, at the offices of Fox Rothschild LLP, located at 101 Park Avenue, 17th Floor, New York, New York 10178.

1. How do I attend the Annual Meeting?

1. Only stockholders of record on the record date of May 28, 2024 (the "Record Date") are entitled to notice of, and to attend or vote at, the Annual Meeting. If you plan to attend the meeting in person, please bring the following:
2. • Photo identification; and
   • Acceptable proof of ownership if your shares are held in "street name."

Street name means your shares are held of record by brokers, banks, or other institutions. See below for additional information.

Acceptable proof of ownership is either (a) a letter from your broker confirming that you beneficially owned shares of our common stock on the Record Date or (b) an account statement showing that you beneficially owned shares of our common stock on the Record Date. If your shares are held in street name, you may attend the meeting with proof of ownership, but you may not vote your shares in person at the Annual Meeting unless you have obtained a "legal proxy" or other evidence from your broker giving you the right to vote your shares at the Annual Meeting.

1. What information is contained in this proxy statement?

1. This proxy statement contains information regarding our corporate governance practices, the Board, our named executive officers, the compensation of our directors and named executive officers, the director nominees for election and other proposals to be voted on at the Annual Meeting, and certain other required information.

1

1. How may I obtain the Company's Annual Report on Form 10-K for the year ended December 31, 2023?

1. We have enclosed with this proxy statement a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Our Annual Report on Form 10-K can also be accessed through our website at www.xtantmedical.com (click "Investors" and "SEC Filings"). We filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC on April 1, 2024. We sometimes refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as our 2023 Annual Report.

1. What items of business will be voted on at the Annual Meeting?

1. The items of business scheduled to be voted on at the Annual Meeting are:
2. 1. To elect the six nominees named in this proxy statement to serve as directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified;
   2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024;
   3. To approve, on an advisory basis, the compensation of our executive officers named in this proxy statement; and
   4. To transact such other business as may properly be brought before the Annual Meeting and any adjournment or postponement thereof.

1. How many votes must the nominees for director have to be elected?

1. In order for a director to be elected at a meeting at which a quorum is present, the director must receive the affirmative vote of a plurality of the shares voted. There is no cumulative voting for our directors or otherwise.

1. What are the voting requirements to approve the other proposals?

1. As noted above, with respect to Proposal One, the six director nominees receiving the highest number of affirmative votes will be elected. The affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote on the proposal is required to approve Proposal Two and Proposal Three.

1. How does the Board recommend that I vote?

1. The Board recommends that you vote your shares "FOR" all six of the director nominees, "FOR" the ratification of the appointment of Grant Thornton LLP ("Grant Thornton") as our independent registered public accounting firm, and "FOR" the approval, on an advisory basis, of the compensation of the executive officers named in this proxy statement.
   If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board's recommendations.

1. What shares may I vote?

1. Each share of our common stock issued and outstanding as of the close of business on the Record Date is entitled to one vote on each of the matters to be voted upon at the Annual Meeting.
   You may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholder of record and (b) shares held for you as the beneficial owner through a broker, trustee, or other nominee. We had 130,268,590 shares of common stock issued and outstanding on the Record Date.

2

1. What is the difference between being a stockholder of record and being the beneficial owner of shares held in street name?

1. A stockholder of record owns shares that are registered in his or her own name. A beneficial owner owns shares that are held in street name through a third party, such as a broker. As summarized below, there are some distinctions between a stockholder of record and beneficial owner.
   Stockholder of Record
   You are the stockholder of record of any of your shares registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. With respect to such shares, these proxy materials are being sent to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to our designees, Sean E. Browne, the Company's President and Chief Executive Officer, Scott C. Neils, the Company's Chief Financial Officer, and Stavros G. Vizirgianakis, the Company's Chairman of the Board, or to any other person you wish to designate, or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to grant your voting proxy to Mr. Browne, Mr. Neils and Mr. Vizirgianakis.
   Shares Beneficially Held in Street Name
   You are the beneficial owner of any of your shares held in street name. With respect to such shares registered through a broker, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker how to vote. You may use the voting instruction card provided by your broker for this purpose. Even if you have directed your broker how to vote, you may also attend the Annual Meeting. However, you may not vote your shares in person at the Annual Meeting unless you obtain a "legal proxy" or other evidence from your broker giving you the right to vote the shares at the Annual Meeting.

1. Who is entitled to attend the Annual Meeting and what are the admission procedures?

1. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting will be available for inspection at the Annual Meeting. If you are a beneficial holder, you will need to provide proof of beneficial ownership as of the Record Date, such as a brokerage account statement showing that you owned shares of the Company's common stock as of the Record Date or the voting instruction card provided by your broker. The Annual Meeting will begin promptly at 8:00 a.m., Eastern Time. You should be prepared to present photo identification for admittance. Check-in will begin one-half hour prior to the meeting. Please allow ample time for the admission procedures.

1. May I vote my shares in person at the Annual Meeting?

1. If you were a stockholder of record on the Record Date, you may vote your shares in person at the Annual Meeting or through a proxy. If you decide to vote your shares in person, you do not need to present your share certificate(s) at the Annual Meeting; your name will be on the list of stockholders eligible to vote. If you hold your shares beneficially in street name, you may vote your shares in person at the Annual Meeting only if you obtain a legal proxy or other evidence from your broker giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

1. How can I vote my shares without attending the Annual Meeting?

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

3

Stockholders of record may submit proxies by completing, signing, dating, and mailing their proxy cards to the address provided on the proxy card. Stockholders who hold shares beneficially in street name may vote by completing, signing, and dating the voting instruction cards provided and mailing them to the address provided on the voting instruction card. The proxy card and voting instruction card also include directions as to how you may submit your vote through the Internet. The voting instruction card may also include directions for alternative methods of submitting your vote. We encourage you to vote early. If you choose to vote by mail, please allow sufficient time for your proxy or voting instruction card to reach our vote tabulator prior to the Annual Meeting.

1. Who will count the votes?

1. Votes at the Annual Meeting will be counted by an inspector of election, who will be appointed by the Board.

1. What is the effect of not voting?

1. If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. If you are a stockholder of record and you properly sign and return your proxy card, your shares will be voted as you direct. If no instructions are indicated on such proxy card and you are a stockholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this proxy statement, namely "FOR" all six of the director nominees, "FOR" the ratification of the appointment of Grant Thornton as our independent registered public accounting firm and "FOR" the approval, on an advisory basis, of the compensation of our executive officers named in this proxy statement.
   Generally, broker non-votes occur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.
   A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Grant Thornton as our independent registered public accounting firm in Proposal Two is a routine matter; and, accordingly, a broker is entitled to vote shares held for a beneficial owner on this proposal without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe, based on the rules of the New York Stock Exchange ("NYSE"), that the election of directors in Proposal One and the advisory vote on executive compensation in Proposal Three are non-routine matters; and, accordingly, brokers do not have authority to vote on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine is determined by the NYSE. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares.
   Broker non-votes count for purposes of determining whether a quorum is present.

1. How many votes are required for the approval of the proposals to be voted upon, and how will abstentions and broker non-votes be treated?

			Effect of
		Effect of Votes	Broker
Proposal	Votes Required	Withheld / Abstentions	Non-Votes
Proposal One: Election of	Plurality of the votes cast. This	Votes withheld will	Broker non-votes
Directors	means that the six nominees	have no effect.	will have no effect.
	receiving the highest number of
	affirmative "FOR" votes will be
	elected as directors.

4

	Proposal	Votes Required
	Proposal Two: Ratification	Affirmative vote of the holders of
	of Appointment of		a majority in voting power of the
	Independent Registered		shares of common stock present
	Public Accounting Firm		in person or by proxy and entitled
			to vote thereon.
	Proposal Three: Advisory		Affirmative vote of the holders of
	Vote on Executive		a majority in voting power of the
	Compensation		shares of common stock present
			in person or by proxy and entitled
			to vote thereon.

		Effect of
	Effect of Votes	Broker
	Withheld / Abstentions	Non-Votes
		We do not expect
	Abstentions will have
	the effect of a vote	any broker non-
	against the proposal.	votes on this
		proposal.
	Abstentions will have	Broker non-votes
	the effect of a vote	will have no effect.
	against the proposal.

1. Can I revoke my proxy or change my vote after I have voted?

1. You may revoke your proxy and change your vote by voting again or by attending the Annual Meeting and voting in person. Only your latest dated proxy card received at or prior to the Annual Meeting will be counted. However, your attendance at the Annual Meeting will not have the effect of revoking your proxy unless you forward written notice to the Corporate Secretary at Xtant Medical Holdings, Inc., 664 Cruiser Lane, Belgrade, Montana 59714, or you vote by ballot at the Annual Meeting. If you are a beneficial owner, you will need to request a legal proxy from your broker and bring it with you to vote at the Annual Meeting.

1. How many votes are required to hold the Annual Meeting?

1. The presence, in person or by proxy, of the holders of one-third of the shares of our common stock outstanding and entitled to vote on the Record Date is necessary to hold the Annual Meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be considered as present at the Annual Meeting for purposes of establishing a quorum.

1. Who will bear the cost of soliciting votes for the Annual Meeting?

1. The Company is making this solicitation and will pay the entire cost of preparing, printing, assembling, mailing, and distributing these proxy materials. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, electronic mail, and facsimile by directors, officers, and regular employees of the Company. None of the Company's directors, officers, or employees will receive any additional compensation for soliciting proxies on behalf of the Board. The Company may also make arrangements with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of soliciting material to the beneficial owners of common stock held of record by those owners. The Company will reimburse those brokers, custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with that service.

1. Where can I find the voting results of the Annual Meeting?

1. We intend to announce preliminary voting results at the Annual Meeting and will disclose final voting results in a Current Report on Form 8-K that will be filed with the SEC not more than four business days following the Annual Meeting.

5

PROPOSAL ONE-ELECTION OF DIRECTORS

_________________

Board Size and Structure

Our Third Amended and Restated Bylaws ("Bylaws") provide that the Board will consist of one or more members, the number thereof to be determined from time to time by resolution of the Board; provided, however, that prior to July 26, 2030, fixing the number of directors at more than seven directors requires the approval of at least 75% of the directors then holding office. The Board has fixed the number of directors at six, and we currently have six directors serving on the Board. Each director holds office for a term of one year or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification, or removal.

Current Directors and Nominees for Director

The Board has nominated the following six individuals to serve as our directors until the next annual meeting of stockholders or until their respective successors are elected and qualified. All of the nominees named below are current members of the Board. The names, ages, and positions of our nominees for director as of May 28, 2024 are as follows:

Name	Age	Position
Stavros G. Vizirgianakis(3)	53	Chairman of the Board and Director
Sean E. Browne	58	Chief Executive Officer and Director
John K. Bakewell(1)(3)	63	Director
Jonn R. Beeson(2)(3)	55	Director
Robert E. McNamara(1)(2)	67	Director
Lori D. Mitchell-Keller(1)(2)	58	Director

___________________________

1. Member of the Audit Committee
2. Member of the Compensation Committee
3. Member of the Nominating and Corporate Governance Committee

Each director elected at the Annual Meeting will serve a one-year term until the Company's next annual meeting and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Unless otherwise instructed, the proxyholders will vote the proxies received by them for the six nominees. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board. Each nominee has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve.

Board Nomination Rights

Pursuant to an Investor Rights Agreement, dated as of February 14, 2018 (as amended, the "Investor Rights Agreement"), by and among the Company and OrbiMed Royalty Opportunities II, LP ("Royalty Opportunities") and ROS Acquisition Offshore LP ("ROS"), for so long as the Ownership Threshold (as defined in the Investor Rights Agreement and below) is met, Royalty Opportunities and ROS are entitled to nominate such individuals to the Board constituting a majority of the directors. However, Royalty Opportunities and ROS waived this right and did not nominate any individuals to serve on the Board for the ensuing year.

In connection with our 2022 private placement, we entered into an agreement with Stavros G. Vizirgianakis, as the lead investor of the private placement, pursuant to which we agreed to provide Mr. Vizirgianakis certain director nomination rights. Pursuant to the terms of the agreement, we expanded the size of the Board by one position and elected

Mr. Vizirgianakis as a director to fill the vacancy created as a result of the increase, effective upon completion of the closing of the first tranche of securities in the private placement. In addition, we, with the consent of Royalty Opportunities and ROS, elected Mr. Vizirgianakis as Chairman of the Board, effective upon completion of the first closing. The director nomination rights set forth in the agreement will terminate on the earlier of (i) the date on which Mr. Vizirgianakis ceases to hold at least 75% of the shares of our common stock purchased by him in the private placement; (ii) October 7, 2024; or (iii) upon written notice of Mr. Vizirgianakis to the Company.

6