MERIT MEDICAL SYSTEMS INC

For the period ended Apr 2, 2024. Filed Apr 2, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2024 · Filed Apr 2, 2024

MMSI$87.23-2.7%Stored close · as of Nov 6, 2026

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Directors Whose Terms of Office Continue

In its regular discussions regarding Board composition, our Governance Committee works with the Board to determine the appropriate mix of professional experience, areas of expertise, educational background and other qualifications that are particularly desirable for our directors to possess in light of our current and future business strategies.

The Board believes that its current members have the right combination of experience and qualifications to continue to lead the Company to success. Information regarding the specific experience, qualifications, attributes and skills that led the Board and the Governance Committee to conclude that each continuing director should serve on the Board are set forth below:


LONNY J. CARPENTERIndependent DirectorAge: 62 Director Since: June 2020Committees: Operating (Chair), Compensation, FinanceOther Public Boards: Novanta Inc.Education: B.S., United States Military Academy at West PointTerm Expires: 2026		DAVID K. FLOYDIndependent DirectorAge: 63 Director Since: June 2020Committees: Governance and Sustainability, OperatingOther Public Boards: NoneEducation: B.S., Grace CollegeTerm Expires: 2026

Career Highlights●Member of the Board of Directors (Lead Independent Director) of Novanta Inc., a manufacturer of precision photonic and motion control components and subsystems, 2018 to present●Member of the Board of Directors of Orchid Orthopedics Solutions (a privately-owned orthopedic medical device outsourcing company), 2019 to present●Member of the Board of Directors of The Boler Company, (a privately-owned auto part manufacturing company), 2019 to present●Group President, Global Quality and Business Operations of Stryker Corporation, 2016 to 2019●Group President, Global Quality and Operations of Stryker, 2011 to 2016●President, Instruments and Medical Division of Stryker, 2006 to 2008●Captain in the U.S. Army and helicopter pilot having served in leadership roles for the 101st Airborne DivisionQualifications of Particular Relevance to MeritThe Board believes Mr. Carpenter’s broad business background and experience in setting enterprise-wide direction, experience in quality, manufacturing, procurement and logistics strategies from his tenure at Stryker provide the Board with practical, real-world knowledge and guidance and have strengthened the Company’s efficiency and cost-reduction initiatives. Mr. Carpenter’s business background and experience have been particularly beneficial to the Company in the course of his leadership of the Operating Committee and the development of our Foundations for Growth program.	Career Highlights●Board Chair, Corin Group LTD, a privately-held global orthopedic enabling technology company, 2020 to present●Board member and Operations Committee Chair of Health Outcomes Performance Company (HoPCo), a privately-owned musculoskeletal and value-based care company focused on transforming the patient care experience and improving the practice of medicine, 2020 to present●Senior Advisor, Permira, a leading global private equity investment firm●Group President, Orthopaedics, Stryker, 2012 to 2019●U.S. President and Worldwide President of Johnson & Johnson’s DePuy Orthopaedics, 2007 to 2011Qualifications of Particular Relevance to MeritMr. Floyd possesses more than 35 years of experience as a leader in the life sciences industry, including serving as president and CEO within several leading medical technology companies. Additionally, the Board believes Mr. Floyd’s nearly 20 years of general management experience provide the Board with expertise on a broad range of matters, including mergers and acquisitions, strategic planning, global business and operations, corporate governance and product commercialization. The Board believes Mr. Floyd’s industry and management experience have been particularly beneficial through his service on the Operating Committee and his guidance in the Company’s development of its Foundations for Growth program.

THOMAS J. GUNDERSONIndependent DirectorAge: 73Director Since: May 2017Committees: Finance (Chair), AuditOther Public Boards: TransMedics Group, Inc.Education: B.A. (biology focus), Carleton College; M.S. (cell biology), University of Minnesota; M.B.A., University of St. ThomasTerm Expires: 2025		LAURA S. KAISERIndependent Director Age: 63Director Since: May 2022Committees: Governance and Sustainability, OperatingOther Public Boards: NoneEducation: B.S. (health sciences management), University of Missouri; M.B.A., Saint Louis University; Masters of Health Administration, Saint Louis UniversityTerm Expires: 2025

Career Highlights●Member of the Board of Directors of TransMedics Group, Inc., a medical technology company focused on developing organ transplant therapy for end-stage organ failure patients, 2019 to present●Vice Chair of the Board of Directors of the Minneapolis Heart Institute Foundation, (Director from 2011 to present, Chair from 2015 to 2020)●Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute, 2016 to present●Member of American Heart Association Science and Technology Accelerator Committee, 2015 to 2017●Managing Director and senior research analyst at Piper Jaffray (focus on medical technology companies), 1992 to 2016●Project Director at American Medical Systems (private medical device company acquired by Pfizer in 1983), 1979 to 1992●Recognized by several industry publications, including the Wall Street Journal, Institutional Investor, First Call, Thomson Reuters, and Medical Device and Diagnostic Industry (e.g., in 1996 and 2000, he was named an All-Star Analyst for medical stocks by the Wall Street Journal and in 2014, Thomson-Reuters named him “Top Stock Picker” in the medical technology sector)Qualifications of Particular Relevance to MeritMr. Gunderson provides the Board with more than 25 years of substantive experience in the medical device industry, with a seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, as well as a keen understanding of the Company’s competitive position within its industry. Mr. Gunderson also contributes a strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities. Mr. Gunderson’s financial background and industry experience have been beneficial in his service as the Chair of the Finance Committee of the Board (Finance Committee).	Career Highlights●President and Chief Executive Officer of SSM Health, an integrated multi-state health system with more than 40,000 employees and 24 hospitals, medical group, health plan and pharmacy benefit management company, 2017 to present●Chairperson of Catholic Health Association of the United States, representing more than 600 hospitals and 1,600 long-term care and other health facilities in all 50 states, 2018 to present●Board Director, American Hospital Association, 2024 to present●Served on the Board of Directors for Nuance Communications, a multinational computer technology company acquired by Microsoft Corp., 2017-2022●Previously served as the Chief Operating Officer of Intermountain Health, an integrated multi-state health system with 24 hospitals, 2012 to 2017●Named one of the “100 Most Influential People in Healthcare” by Modern Healthcare for the past five yearsQualifications of Particular Relevance to MeritMs. Kaiser is a seasoned executive with more than 35 years of experience in the healthcare industry. The Board believes her senior leadership experience in healthcare and her consistent delivery of operational results, strategic expertise, market growth and innovative partnerships with organizations such as Stanford University and Costco, United Health Group/Optum and Costco, enable her to provide valuable industry and organizational perspective to the Board and the Company’s management team. The Board also believes Ms. Kaiser’s deep industry experience allows her to provide insight regarding merger and acquisition opportunities and transactions, regulatory initiatives and compliance, and governmental policies.

10| Understand. Innovate. Deliver. TM


MICHAEL R. MCDONNELLIndependent DirectorAge: 60 Director Since: May 2022Committees: Audit, FinanceOther Public Boards: NoneEducation: B.S. (accounting), Georgetown UniversityTerm Expires: 2025		F. ANN MILLNER, Ed.D.Lead Independent DirectorAge: 72 Director Since: July 2015Committees: Governance and Sustainability (Chair), CompensationOther Public Boards: NoneEducation: B.S. (education), University of Tennessee; M.S. (allied health education and management), Southwest Texas State University; Ed.D (education administration), Brigham Young University; Completed medical technology program, Vanderbilt UniversityTerm Expires: 2025

Career Highlights●Chief Financial Officer of Biogen Inc, a multinational Nasdaq-listed company engaged in discovering, developing, and delivering therapies for people living with serious and complex diseases, 2020 to present●Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc., a global provider of advanced analytics, technology solutions and contract research services to the life sciences industry, 2015 to 2020●Executive Vice President and Chief Financial Officer of Intelsat, a global provider of satellite services, 2008-2015●Chief Operating Officer (2006-2008) and Chief Financial Officer (2004-2008) of MCG Capital Corporation, a publicly-held commercial finance company, 2004 to 2008●Chief Financial Officer of EchoStar Communications Corporation (dba Dish Network), a satellite television provider, 2000 to 2004●Partner of PricewaterhouseCoopers, LLP, 1996 to 2000, other positions, PricewaterhouseCoopers, LLP, 1986-1996●Director of Catalyst Health Solutions, Inc., a publicly held pharmacy benefits management company, 2005 to 2012●Certified public accountant Qualifications of Particular Relevance to MeritMr. McDonnell is a financial executive with more than 35 years of experience providing financial and accounting advice and oversight to life science and technology companies. The Board believes Mr. McDonnell’s depth of understanding of financial management, accounting principles and practices, capital markets and financing transactions strengthen the Board’s oversight of the Company’s finance and accounting policies, procedures and practices. The Board also believes Mr. McDonnell’s industry experience enables him to contribute to the Board’s evaluation and oversight of merger and acquisition and capital funding transactions, as well as the Company’s investor relations and shareholder outreach efforts.	Career Highlights●Regents Professor and Professor of Health Administrative Services at Weber State University, 2013 to present●Member of the Utah State Senate (member of multiple committees and subcommittees), 2015 to present ●Member of Utah Governor's Task Force on Educational Excellence, 2015 to present●Member of Board of Trustees of Intermountain Health (integrated multi-state health system), 2005 to present ●President of Weber State University, 2002 to 2012 (first female president of a Utah state university)●Vice President of University Relations at Weber State University, 1993 to 2002●Associate Dean of Continuing Education and Assistant Vice President of Community Partnerships at Weber State University, 1985 to 1993Qualifications of Particular Relevance to MeritThe Board believes Dr. Millner's qualifications to serve as a director of the Company include her executive leadership skills and her experience in the areas of organizational administration, operations and financial management, and business strategy. Those skills and experience have been particularly valuable to the Company in the course of Dr. Millner’s service as Lead Independent Director and Chair of our Governance and Sustainability Committee. During her service, Dr. Millner has played a significant role in the development of our corporate governance practices and engagement with our shareholders.


LYNNE N. WARDIndependent DirectorAge: 65 Director Since: August 2019Committees: Audit (Chair), Finance; Governance and SustainabilityOther Public Boards: NoneEducation: B.S. University of Utah (Accounting) Term Expires: 2026
Career Highlights●Executive Director of my529 (formerly known as the Utah Educational Savings Plan), offering municipal fund securities, 2004 to 2019. Underlying investments were with Vanguard, Dimensional, PIMCO, Sallie Mae Bank and U.S. Bank.●Member of the University of Utah’s Investment Advisory Committee, 2018 to present●Member of the Board of Directors of the Blue Healthcare Bank, 2007 to 2009●Member of the Board of Directors of Stampin’ Up!, 2010 to 2016●Director of the National Association of Corporate Directors (Utah Chapter), 2017 to present●Walker Institute at Weber State University board of directors, 2012 to present ●Senior leader and advisor to Utah governors Olene S. Walker and Michael O. Leavitt●Senior leader for Utah state government’s central accounting office and Utah State Auditor’s Office●Certified public accountantQualifications of Particular Relevance to MeritMs. Ward demonstrated her diverse skills by creating and leading my529’s rapid growth of $950 million to $14 billion assets under management. The Board believes her high standards, strategic foresight and business development fueled that growth. Her cost management, and investment and marketing innovations of a highly regulated product led to year-over-year Gold ratings from Morningstar. The Board believes Ms. Ward has strong career experience, including financial oversight capabilities and leadership of a rapidly growing organization. The Board believes her contributions strengthen the Company’s strategic direction while encouraging operational excellence. The Board also recognizes the valuable perspective and significant service Ms. Ward provides to the Company as Chair of the Audit Committee of the Board (Audit Committee).

12| Understand. Innovate. Deliver. TM

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