BOARD OF DIRECTORS
COMPENSATION COMMITTEE CHARTER

I. Purpose and authority

The compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Globus Medical, Inc. (the “Company”) is established by and among the Board to: (a) adopt, amend and administer the compensation policies, plans and benefits programs for all officers reporting under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other members of the executive team (“Executives”); (b) provide oversight and administer the Company’s equity compensation and executive incentive compensation plans and programs; (c) evaluate the Chief Executive Officer’s performance; (d) review and approve the compensation of the Chief Executive Officer and the other Executives, including compensation plans, policies, programs and arrangements not available to employees generally; and (e) evaluate and make recommendations to the Board regarding the compensation of the Board members, taking into account their independence status.

The objectives of the Executive compensation programs are to attract, incentivize and retain executive management in a manner that is tied to achieving the Company’s business objectives and aligning the interests of the Company’s executives with the long-term interests of stockholders. The compensation programs will be determined based on a number of factors that the Compensation Committee believes most appropriately aligns these interests, including primary factors such as the competitive market data of comparable peer companies and other companies with whom the Company competes for talent, the achievement of the Company’s overall financial results, individual contributions, individual experience and qualifications and a compensation philosophy of “pay for performance.”

The Compensation Committee has the authority to conduct investigations into any matters within its scope of responsibility and obtain advice and assistance from outside legal, accounting, or other advisors, as necessary, to perform its duties and responsibilities. In retaining advisors, the Compensation Committee shall take into consideration the factors specified in the applicable rules and regulations of the SEC. In carrying out its duties and responsibilities, the Compensation Committee shall also have the authority to meet with and seek any information it requires from employees, officers, directors, or external parties.

The Company will provide appropriate funding, as determined by the Compensation Committee, for compensation to any advisors that the Compensation Committee chooses to engage, and for payment of ordinary administrative expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.

The Compensation Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this charter.

II. Composition and meetings

The Compensation Committee will consist of three or more directors as determined by the Board, at least two of whom meet the listing standards of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), and the determination of independence will be made by the Board. Without limiting the generality of the foregoing, at least two members of the Compensation Committee must be (a) “independent” under the listing standards of the New York Stock Exchange and the applicable rules and regulations of the SEC, (b) “non-employee directors” as defined in Rule 16b-3 under Section 16 of the Exchange Act, and (c) “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (such directors who meet all of the foregoing criteria and whom the Board has determined to be independent, the “Independent Directors”).

Compensation Committee members will be appointed by the Board and will serve at the discretion of the Board until their successors are elected. Unless a chairperson is elected by the full Board, the members of the Compensation Committee may designate a chairperson by majority vote.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or any member of the Compensation Committee.

The Compensation Committee will hold such regular or special meetings as its members shall deem necessary or appropriate. The Compensation Committee chairperson will approve the agenda for the Compensation Committee’s meetings and any member may suggest items for consideration. Briefing materials will be provided to the Compensation Committee as far in advance of meetings as practicable. As part of its responsibility to foster open communication, the Compensation Committee will meet periodically with management.

The Compensation Committee may invite to its meetings other directors, members of management, advisors and such other persons as the Compensation Committee determines is appropriate.

The Compensation Committee will maintain written minutes of its meetings, which will be filed with the Board meeting minutes. The Compensation Committee may act by unanimous written consent (which may include electronic consent if permitted by the Bylaws of the Company), and copies of any actions taken by written consent will be filed in the minute book. The Compensation Committee will regularly report to the Board on the actions and recommendations of the Compensation Committee.

The operation of the Compensation Committee shall be subject to the Bylaws of the Company, as in effect from time to time, and Section 141 of the Delaware General Corporation Law.

III. Responsibilities and duties

To fulfill its responsibilities and duties, the Compensation Committee has the following responsibilities, duties and powers.

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