UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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CONMED CORPORATION |
(Name of Registrant as Specified In Its Charter) |
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CONMED CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CONMED Corporation (the “Company”) will be held at the offices of the Company at 525 French Road, Utica, New York on Wednesday, May 22, 2019 at 1:30 p.m. (New York time), for the following purposes:
(1) | To elect nine directors to serve on the Company’s Board of Directors; |
(2) | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; |
(3) | To hold an advisory vote on named executive officer compensation; and |
(4) | To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof. |
The shareholders of record at the close of business on April 5, 2019, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Even if you plan to attend the Annual Meeting in person, we request that you mark, date, sign and return your proxy in the enclosed self-addressed envelope as soon as possible so that your shares may be certain of being represented and voted at the meeting. Any proxy given by a shareholder may be revoked by that shareholder at any time prior to the voting of the proxy.
By Order of the Board of Directors, | |
/s/ Daniel S. Jonas | |
Daniel S. Jonas Executive Vice President, Legal Affairs, General Counsel & Secretary | |
April 12, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 22, 2019
The Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders, the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2018 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are available at www.investorvote.com/CNMD.
TABLE OF CONTENTS
Contents | Page |
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CONMED CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2019
The enclosed proxy is solicited by and on behalf of the Board of Directors of CONMED Corporation (the “Company”) for use at the Annual Meeting of Shareholders to be held on Wednesday, May 22, 2019 at 1:30 p.m. (New York time), at the offices of the Company at 525 French Road, Utica, New York, and any adjournment or postponement thereof (the “Annual Meeting”). The matters to be considered and acted upon at the Annual Meeting are described in the foregoing notice of the meeting and this proxy statement. This proxy statement, the related form of proxy, the Company’s Annual Report to Shareholders, including the Company’s Annual Report on Form 10-K, are being mailed on or about April 12, 2019, to all shareholders of record on April 5, 2019, which is the record date for the Annual Meeting. Shares of the Company’s common stock, par value $.01 per share (“Common Stock”), represented in person or by proxy will be voted as described in this proxy statement or as otherwise specified by the shareholder. Any proxy given by a shareholder may be revoked by the shareholder at any time prior to the voting of the proxy by executing and delivering a later-dated proxy, by delivering a written notice to the Secretary of the Company or by attending the meeting and voting in person.
The persons named as proxies are Todd W. Garner and Daniel S. Jonas, who are, respectively, the Executive Vice President, Chief Financial Officer and the Executive Vice President, Legal Affairs, General Counsel & Secretary of the Company. The cost of preparing, assembling and mailing the proxy, this proxy statement and other material enclosed, and all clerical and other expenses of the solicitation of proxies on the Company’s behalf, will be borne by the Company. In addition to the solicitation of proxies on behalf of the Company by use of the mail, directors and officers of the Company and its subsidiaries may solicit proxies for no additional compensation by telephone, telegram, e-mail or personal interview. The Company also will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of Common Stock held of record by such parties and will reimburse such parties for their expenses in forwarding soliciting material.
Votes at the Annual Meeting will be tabulated by a representative of Computershare, which has been appointed by the Company’s Board of Directors to serve as the inspector of election.
VOTING RIGHTS
The holders of record of the 28,229,206 shares of Common Stock outstanding on April 5, 2019 will be entitled to one vote for each share held on all matters coming before the meeting. The holders of record of a majority of the outstanding shares of Common Stock present in person or by proxy will constitute a quorum for the transaction of business at the meeting. Abstentions and “broker non-votes,” as further described below, will be counted for purposes of determining whether there is a quorum for the transaction of business at the meeting. Shareholders are not entitled to cumulative voting rights. Under the rules of the Securities and Exchange Commission, or the SEC, boxes and a designated blank space are provided on the proxy card for shareholders if they wish either to abstain on one or more of the proposals or to withhold authority to vote for one or more nominees for director. In accordance with New York State law, such abstentions are not counted in determining the votes cast at the meeting.
With respect to Proposal (1), the director nominees who receive the greatest number of votes at the meeting will be elected to the Board of Directors of the Company (subject to the Company’s majority voting principles described below on page 2 under the heading (Proposal One: Election of Directors). Votes against, and votes withheld in respect of, a candidate have no legal effect, except in the case of votes withheld to the extent they revoke earlier dated proxy cards. Proposal (2) requires the affirmative vote of the holders of a majority of the votes cast at the meeting in order to be approved by the shareholders. Proposal (3) requires the favorable vote of a majority of the votes cast at the meeting required for approval, on an advisory basis.
When properly executed, a proxy will be voted as specified by the shareholder. If no choice is specified by the shareholder, a proxy will be voted “for all” portions of Proposal (1), “for” Proposals (2) and (3) and in the proxies’ discretion on any other matters coming before the meeting.
Under the rules of the New York Stock Exchange, Inc., which effectively govern the voting by any brokerage firm holding shares registered in its name or in the name of its nominee on behalf of a beneficial owner, Proposals (1) and (3) are considered “non-discretionary” items and shareholders who do not submit any voting instructions to their brokerage firm will not have their shares counted in determining the outcome of these proposals at the Annual Meeting. This is known as a “broker non-vote.” The broker non-votes will be treated in the same manner as votes present. Proposal (2) (independent registered public accounting firm) will be considered a “discretionary” item upon which brokerage firms may vote in their discretion on behalf of their clients if such
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clients have received proxy materials only from the Company and have not furnished voting instructions within ten days prior to the Annual Meeting.
As of April 5, 2019, the closing price of a share of Common Stock on the NASDAQ Stock Market was $83.50.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
There are three proposals expected to be submitted for shareholder approval at the Annual Meeting, one which is advisory in nature. The first proposal concerns the election of directors. The second proposal concerns ratifying the appointment of PricewaterhouseCoopers LLP, as the Company’s independent registered public accounting firm. The third proposal concerns the advisory vote on executive compensation. These proposals are more fully described below.
PROPOSAL ONE: ELECTION OF DIRECTORS
At the Annual Meeting, nine directors are to be elected to serve on the Company’s Board of Directors. The shares represented by proxies will be voted as specified by the shareholder. If the shareholder does not specify his or her choice, the shares will be voted in favor of the election of all of the nominees listed on the proxy card. Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. The Company has no reason to believe that any Board-nominated director nominee will be unavailable or will decline to serve. However, in the event that any nominee named in this proxy statement is unable to serve or for good cause will not serve, the shares represented by proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee of the Board of Directors may recommend, to the extent this is not prohibited by the Company’s by-laws and applicable law. The nine director nominees who receive the greatest number of votes “for” at the meeting will be elected to the Board of Directors of the Company, subject to the majority voting standard adopted by the Board of Directors and reflected in the Corporate Governance Principles, as described below. Votes against, and votes withheld in respect of, a candidate will have no effect on the outcome of the election of directors, except in the case of votes withheld to the extent they revoke earlier dated proxy cards. Shareholders are not entitled to cumulative voting rights.
Notwithstanding the plurality voting standard for election of directors, under Section IV of our Corporate Governance Principles, if the election of directors is uncontested, a director nominee who does not receive the vote of at least the majority of the votes cast with respect to such director’s election or re-election is expected to tender his or her resignation to the Board of Directors. The Corporate Governance and Nominating Committee will recommend to the Board whether to accept or to reject the tendered resignation within 90 days after the certification of the election results. The Board will act on the resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and will publicly disclose the decision and the rationale behind it. If the Board does not accept the director nominee’s resignation, the director will continue to serve until his or her successor is duly elected or any earlier resignation, removal or separation. If the Board accepts the director nominee’s resignation, then the Board may, in its sole discretion, fill any resulting vacancy or decrease the size of the Board pursuant to our Certificate of Incorporation, by-laws and applicable corporate law.
The Board of Directors presently consists of nine directors. Directors generally hold office for terms expiring at the next annual meeting of shareholders and until their successors are duly elected and qualified. Each of the nominees proposed for election at the Annual Meeting is presently a member of the Board of Directors. The Company has a policy in its Corporate Governance Principles under which non-executive directors are expected to offer not to stand for reelection upon having completed 15 years of service as a director. For directors who have completed 15 years of service as a director during their terms, the expectation is that they will offer not to stand for reelection but will complete their terms. Notwithstanding the foregoing, the expected retirement can be waived if the Corporate Governance and Nominating Committee determines that there is good cause for such a waiver and that a waiver would be in the best interests of the Company. Executive directors are not subject to the 15-year tenure limit.
The following table sets forth certain information regarding the members of, and nominees for, the Board of Directors:
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NOMINEES FOR ELECTION AT THE ANNUAL MEETING
Name | Age | Served as Director Since | Principal Occupation or Position with the Company | |||
David Bronson | 66 | 2015 | Former Executive Vice President and Chief Financial Officer of PSS World Medical, Inc.; Director of the Company. As noted below, the Board of Directors has determined that Mr. Bronson is independent, and is an audit committee financial expert. | |||
Brian P. Concannon | 61 | 2013 | Former President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE); Director of the Company. As noted below, the Board of Directors has determined that Mr. Concannon is independent. | |||
Charles M. Farkas | 67 | 2014 | Advisory Partner at Bain & Company; former Global Co-Head of Bain’s Healthcare Practice; Director of the Company. As noted below, the Board of Directors has determined that Mr. Farkas is independent. | |||
Martha Goldberg Aronson | 51 | 2016 | Former Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL); Former President of North America, Hill-Rom Holdings, Inc. (NYSE: HRC); Former Senior Vice President, Medtronic (NYSE: MDT); Director of the Company; Director of Methode Electronics, Inc. (NYSE: MEI); Director of Cardiovascular Systems, Inc. (NASDAQ: CSII); and Director Clinical Innovations, LLC. As noted below, the Board of Directors has determined that Ms. Goldberg Aronson is independent. | |||
Curt R. Hartman | 55 | 2014 | President & Chief Executive Officer of the Company; Director of the Company; former Interim Chief Executive Officer and Vice President, Chief Financial Officer of Stryker (NYSE: SYK). | |||
Dirk M. Kuyper | 62 | 2013 | Owner and CEO of Precision Machinists Company, Inc.; former President and CEO of Illuminoss Medical; former President and CEO of Alphatec Spine (NASDAQ: ATEC); Director of the Company. As noted below, the Board of Directors has determined that Mr. Kuyper is independent. | |||
Jerome J. Lande | 43 | 2014 | Partner and Head of Special Situations for Scopia Capital Management L.P.; Former Managing Partner of Coppersmith Capital; formerly a Partner at MCM Capital Management; Director of the Company; Director for Itron, Inc. (NASDAQ: ITRI). As noted below, the Board of Directors has determined that Mr. Lande is independent. | |||
Mark E. Tryniski | 58 | 2007 | President and Chief Executive Officer of Community Bank System, Inc. (NYSE: CBU); former partner of PricewaterhouseCoopers LLP; Chairman of the Board of the Company and previous Lead Independent Director; Director of New York Bankers Association; and Director of the New York Business Development Corporation. As noted below, the Board of Directors has determined that Mr. Tryniski is independent, and is an audit committee financial expert. | |||
John L. Workman | 67 | 2015 | Former Chief Executive Officer of Omnicare, Inc. and also former President, Chief Financial Officer and Executive Vice President; Director of the Company. Director of Agiliti, Inc. (formerly Universal Hospital Services); Director of Federal Signal Corp. (NYSE: FSS) and former Director for Care Capital Properties (NYSE: CCP). As noted below, the Board of Directors has determined that Mr. Workman is independent, and is an audit committee financial expert. | |||
More information concerning the directors and nominees is set forth below under the heading Corporate Governance Matters – Directors, Executive Officers and Nominees for the Board of Directors.
The Board of Directors unanimously recommends a vote “FOR ALL” for this proposal.
PROPOSAL TWO: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The independent registered public accounting firm for the Company has been PricewaterhouseCoopers LLP since 1982. The Audit Committee appointed PricewaterhouseCoopers LLP to be nominated as our independent registered public accounting firm for 2019, subject to shareholder ratification.
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Unless otherwise specified, shares represented by proxies will be voted for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019. Neither our certificate of incorporation nor our by-laws require that shareholders ratify the appointment of our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate governance. The affirmative vote of a majority of votes cast at the meeting is the threshold for shareholder ratification of the appointment for 2019. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP, but may elect to retain them. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the meeting. Those representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
The Board of Directors unanimously recommends a vote “FOR” this proposal.
PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board requests your advisory vote on named executive officer compensation.
The Compensation Discussion and Analysis (“CD&A”) beginning on page 17 describes the Company’s compensation philosophy and pay practices relative to the Named Executive Officers (“NEOs”). As described in the CD&A, compensation paid to the NEOs is heavily influenced by the Company’s financial performance, balancing the incentives to drive short-term and long-term goals. Further, the Compensation Committee and the Board of Directors believe that the Company’s compensation policies, procedures and philosophy serve to attract, retain and motivate the NEOs to achieve value for our shareholders.
The Board encourages shareholders to read the CD&A for a more complete description of the Company’s executive compensation policies and practices, as well as the Summary Compensation Table and other related compensation tables and narratives. The Compensation Committee and the Board of Directors believe the Company’s policies and procedures are effective in achieving our goals and that the compensation of our NEOs reported in this proxy statement reflects and supports these compensation policies and procedures.
Accordingly, we are asking shareholders to approve the following non-binding resolution:
RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative disclosure in the proxy statement.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Compensation Committee and the Board of Directors will review the voting results when evaluating our executive compensation programs.
The Company’s current policy is to provide shareholders with an opportunity to approve, on an advisory basis, the compensation of the NEOs each year at the annual meeting of shareholders. The next advisory vote on the compensation of our NEOs will occur at the Company’s 2020 annual meeting of shareholders.
The Board of Directors unanimously recommends a vote “FOR” this advisory resolution.
OTHER BUSINESS
Management knows of no other business that will be presented for consideration at the Annual Meeting, but should any other matters be brought before the meeting, it is intended that the persons named in the accompanying proxy will vote such proxy at their discretion.
SHAREHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
Any shareholder desiring to present a proposal to the shareholders at the 2020 Annual Meeting, which currently is expected to be scheduled on or about May 20, 2020, and who desires that such proposal be included in the Company’s proxy statement and proxy card relating to that meeting, must transmit that proposal to the Company so that it is received by the Company at its principal executive offices on or before December 12, 2019. All such proposals should be in compliance with applicable SEC regulations.
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The Company’s Corporate Governance and Nominating Committee will consider nominees for election as directors who are proposed by shareholders if the following procedures are followed. Shareholders wishing to propose matters for consideration at the 2020 Annual Meeting or to propose nominees for election as directors at the 2020 Annual Meeting must follow specified advance notice procedures contained in the Company’s by-laws, a copy of which is available on request to the General Counsel of the Company, c/o CONMED Corporation, 525 French Road, Utica, New York 13502 (Telephone (315) 797-8375). As of the date of this proxy statement, shareholder proposals, including director nominee proposals, must comply with the conditions set forth in Sections 1.13 and 2.10 of the Company’s by-laws, as applicable, and to be considered timely, notice of a proposal must be received by the Company between February 20, 2020 and March 21, 2020.
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CORPORATE GOVERNANCE MATTERS
DIRECTORS, EXECUTIVE & OTHER OFFICERS AND NOMINEES FOR THE BOARD OF DIRECTORS
Directors
DAVID BRONSON (age 66) has served as a Director of the Company since July 2015. Mr. Bronson served as Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. from 2002 until it was acquired by McKesson Corp in 2013. In that role, he developed and executed strategies to improve profitability and returns on capital, and he led the deal process, due diligence and pre-close integration efforts for the acquisition of PSS by McKesson. Prior to that, he was Chief Financial Officer of Digineer, Inc. from 2001 to 2002 and of VWR Scientific Products from 1995 to 1999, when it was acquired by Merck KGaA. Mr. Bronson previously spent 15 years at Baxter Healthcare, Inc., where he held various senior financial executive positions. He was a Director and a member of the Audit Committee of Labsco, Inc. until 2016 and was a Director and Audit Committee Chair of AxelaCare, Inc. through November 2015. Mr. Bronson received his Master of Science Degree in Management Studies from Northwestern University’s Kellogg School of Business and his Bachelor of Science Degree in Accounting from California State University, Fullerton. The Board of Directors has determined that Mr. Bronson is independent and that he is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission.
Mr. Bronson’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the health-care industry in particular, as well as his financial and accounting expertise acquired through his prior positions. His exposure to, and familiarity with, health care services matters provides an important perspective to the Board. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.
BRIAN P. CONCANNON (age 61) has served as a Director of the Company since July 2013. Mr. Concannon served as President and CEO of Haemonetics Corporation, a publicly traded company (NYSE: HAE) headquartered in Braintree, Massachusetts, that provides blood management technologies and services to hospitals, blood collectors and plasma biopharmaceutical companies worldwide from April 2009 to October 2015. He joined Haemonetics in 2003 and served in various roles to include the President, Global Markets in 2006 and the Chief Operating Officer in 2007-2009. In April 2009, Mr. Concannon was promoted to President and Chief Executive Officer, and elected to the Haemonetics board of directors. Immediately prior to joining Haemonetics, Mr. Concannon was the President, Northeast Region, for Cardinal Health Medical Products and Services where he was employed since 1998. From 1985 to 1998, he was employed by American Hospital Supply Corporation, Baxter Healthcare Corp and Allegiance Healthcare in a series of sales and operations management positions of increasing responsibility. He has served in leadership roles within the healthcare industry for more than 30 years. Mr. Concannon is also a member of the board of directors of South Shore Health since January 2014 and was elected Vice-Chair in January 2017. Mr. Concannon was also appointed as the Civilian Aide to the Secretary of the Army for Massachusetts in October 2017. Mr. Concannon is a 1979 graduate of West Point. The Board of Directors has determined that Mr. Concannon is independent within the meaning of the rules of the Securities and Exchange Commission.
Mr. Concannon’s qualifications for election to CONMED’s Board include his experience as a former CEO and director of a publicly-traded medical device company, and the former president of a distribution company. Mr. Concannon offers industry experience from a sales and marketing perspective. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.
CHARLES M. FARKAS (age 67) has served as a Director of the Company since July 2014. Mr. Farkas has spent the past 38 years at Bain & Company. Mr. Farkas became an Advisory Partner effective July 1, 2015. Prior to this, Mr. Farkas was a Senior Partner at Bain & Company, served as the Global Co-Head of Bain's Healthcare Practice and advised leading medical technology and pharmaceutical companies in the United States, Europe, and Asia. He also advised academic medical centers and provider organizations in the United States. Mr. Farkas advised chief executives and senior managers in a wide variety of industries on issues critical to long-term success, including strategy, mergers and acquisitions, and operational effectiveness. He has served as the managing director of Bain Canada and as the global leader of Bain & Company's Financial Services practice. Prior to working at Bain, Mr. Farkas received a Bachelor of Arts degree from Princeton University and a Masters in Business Administration from Harvard Business School. Mr. Farkas is also on the Board of Harvard Medical School and the John A. Hartford Foundation and is a Corporator of Partners Healthcare. Mr. Farkas is also a special advisor to Altamont Capital Partners, where he advises on and supports their investments in small-cap healthcare businesses. The Board of Directors has determined that Mr. Farkas is independent within the meaning of the rules of the Securities and Exchange Commission.
Mr. Farkas’ qualifications for election to CONMED’s Board include his almost 40 years working in healthcare in the US and around the world. Mr. Farkas is a highly-respected leader with a strong academic background, and he offers the other directors
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new strategic and governance perspectives, drawing on his vast experience inside and outside the healthcare industry.
Mr. Farkas was initially appointed to the Company’s Board of Directors pursuant to an agreement, now expired, between the Company and Coppersmith Capital Management, LLC (“Coppersmith Capital”) and certain of its affiliates.
MARTHA GOLDBERG ARONSON (age 51) was appointed to the Board on February 23, 2016. Ms. Goldberg Aronson has had responsibility for global health care businesses ranging in size from $500 million to $1.0 billion. She was the Executive Vice President and President of Global Healthcare for Ecolab, Inc. (NYSE: ECL) from 2012 through 2015, having previously served as the Senior Vice President and President – North America for Hill-Rom Holdings, Inc. (NYSE: HRC) from 2010-2012. Prior to that, Ms. Goldberg Aronson was the Senior Vice President and Chief Talent Officer for Medtronic, Inc. (NYSE: MDT), having held various prior general management positions within Medtronic, both in the United States and Internationally. Ms. Goldberg Aronson holds a Bachelor of Arts Degree in Economics from Wellesley College, and a Masters in Business Administration from Harvard Business School. Ms. Goldberg Aronson also serves on the board of directors of Methode Electronics, Inc. (NYSE: MEI), Cardiovascular Systems, Inc. (NASDAQ: CSII) and Clinical Innovations, LLC. The Board of Directors has determined that Ms. Goldberg Aronson is independent within the meaning of the rules of the Securities and Exchange Commission.
Ms. Goldberg Aronson’s qualifications for election to CONMED’s Board include her extensive experience in the global healthcare markets, including leadership roles within medical device companies, including her experience in marketing and talent development. She has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.
CURT R. HARTMAN (age 55) has served as President & Chief Executive Officer of the Company since November 9, 2014 after serving as Interim Chief Executive Officer of the Company from July 2014 to November 2014, and as a Director of the Company since March 2014. He had a twenty-two year career at Stryker Corporation (“Stryker”) (NYSE: SYK) from 1990 through February 2013. Most recently, he served as the Interim Chief Executive Officer of Stryker from February 2012 to October 2012. Prior to this role, Mr. Hartman was the Vice President, CFO of Stryker from April 2009 to October 2012. Mr. Hartman has a Bachelor of Science degree in Aerospace Engineering from the University of Michigan and a Harvard Advanced Management Program Certificate from the Harvard Business School. Prior to Mr. Hartman’s appointment as Interim CEO, the Board of Directors had determined that he was independent.
Mr. Hartman’s qualifications for election to CONMED’s Board include his vital role as both Chief Executive Officer and Interim Chief Executive Officer of the Company, as well as his experience as a former CFO of a publicly-traded medical device company in the orthopedic space. He offers industry experience from a commercial, operational and financial perspective.
Mr. Hartman was initially appointed to the Company’s Board of Directors pursuant to an agreement, now expired, between the Company and Coppersmith Capital Management, LLC and certain of its affiliates.
DIRK M. KUYPER (age 62) has served as a Director of the Company since July 2013. Mr. Kuyper is the owner and CEO of Precision Machinists Company, Inc since December 2014. Prior to this, Mr. Kuyper served as President and CEO of Illuminoss Medical, Inc., a privately-held medical device company specializing in minimally invasive, patient customized orthopedic implants for the treatment of bone fractures. Prior to joining Illuminoss in April 2013, Mr. Kuyper served as a consultant for a number of medical device companies including Benvenue Medical, Inc. From June 2007 to August 2012, Mr. Kuyper served as the President & CEO, and President of Global Commercial Operations, and as a member of the board of directors, of Alphatec Spine, Inc. (NASDAQ: ATEC). Prior to his work for Alphatec, Mr. Kuyper served in several executive capacities including as President and as Executive Vice President and Chief Operating Officer for Aesculap, Inc.’s North American operations in Center Valley, Pennsylvania. Since January of 2016 Mr. Kuyper has served as an advisor to PorOsteon, Inc., a medical device manufacturer. Mr. Kuyper has a Bachelor’s of Science degree from the University of Miami. Mr. Kuyper also serves on the board of directors for Centinel Spine, LLC. The Board of Directors has determined that Mr. Kuyper is independent within the meaning of the rules of the Securities and Exchange Commission.
Mr. Kuyper’s qualifications for election to CONMED’s Board include his experience as an active CEO of a smaller, entrepreneurial medical device company, as the former CEO of a publicly-traded medical device company, and the former president of a large medical device company. Mr. Kuyper offers industry experience from a sales and marketing perspective. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.
JEROME J. LANDE (age 43) has served as a Director of the Company since March 2014. As of April 4, 2016, Mr. Lande became Head of Special Situations for Scopia Capital Management L.P. (“Scopia”) and as of January 1, 2018 also became a Partner of Scopia. Prior to Scopia, Mr. Lande was the Managing Partner of Coppersmith Capital, which he co-founded in April 2012. Previously, Mr. Lande was a partner at MCM Capital Management, LLC (“MCM”), from January 2006 until February 2012, and
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served as an Executive Vice President at MCM from January 2005 until he left the company. MCM was the general partner of MMI Investments, L.P., a small-cap deep value fund where Mr. Lande was responsible for all areas of portfolio management. He served as a Vice President of MCM from February 2002 to January 2005 and as an Associate from January 1999 to February 2002. Mr. Lande served as Corporate Development Officer of Key Components, Inc., a global diversified industrial manufacturer that was formerly an SEC reporting company, from January 1999 until its acquisition by Actuant Corporation in February 2004. Mr. Lande also serves on the Board of Directors, Audit and Finance Committee for Itron, Inc. (NASDAQ: ITRI). Mr. Lande holds a B.A. from Cornell University. The Board of Directors has determined that Mr. Lande is independent within the meaning of the rules of the Securities and Exchange Commission.
Mr. Lande’s qualifications for election to CONMED’s Board include his experience as an investor in CONMED and in other stocks. He offers the perspective of a professional investor, with over 20 years of experience investing in healthcare companies in general and medical device companies in particular. He brings a distinct focus on governance, capital markets and shareholder matters to the Board.
Mr. Lande was initially appointed to the Company’s Board of Directors pursuant to an agreement, now expired, between the Company and Coppersmith Capital Management, LLC and certain of its affiliates.
MARK E. TRYNISKI (age 58) has served as a Director of the Company since May 2007 and was the Lead Independent Director from May 2009 until he became Chairman of the Board in February 2014. He is the President and Chief Executive Officer of Community Bank System, Inc. (NYSE: CBU), where he served as Executive Vice President and Chief Operating Officer from February 2004 through August 2006. From June 2003 through February 2004, Mr. Tryniski was the Chief Financial Officer. Prior to joining Community Bank in June 2003, Mr. Tryniski was a partner with PricewaterhouseCoopers LLP. Mr. Tryniski also serves on the Board of Directors of the New York Bankers Association as well as the New York Business Development Corporation. Mr. Tryniski holds a B.S. degree from the State University of New York at Oswego. The Board of Directors has determined that Mr. Tryniski is independent, and that he is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission.
Mr. Tryniski’s qualifications for election to CONMED’s Board include his extensive experience as an active Chief Executive Officer of a public financial institution as well as his financial and accounting expertise acquired through his experience as an audit partner with PricewaterhouseCoopers LLP. His exposure to, and familiarity with, banking and financial matters offers a number of contacts and level of familiarity with financial matters that is unique on the Board. Further, his experience engaging with shareholders makes him well-suited to serve in the role of Chairman of the Board.
JOHN L. WORKMAN (age 67) was appointed to the Board in July 2015. Mr. Workman served as Chief Executive Officer of Omnicare, Inc. from 2012 to 2014, as President and Chief Financial Officer from 2011 to 2012, and as Executive Vice President and Chief Financial Officer from 2009 to 2010. At Omnicare, he improved operating efficiencies through a focus on customer service and returned the company to growth and stability. From 2004 to 2009, he was Chief Financial Officer of HealthSouth Corporation (now Encompass Health Corporation), where he oversaw a comprehensive financial statement reconstruction and reduced the company’s debt level by 50% through both a recapitalization and asset divestitures. Prior to HealthSouth, Mr. Workman served as Chief Executive Officer of U.S. Can Corporation, where he implemented successful cost reduction and lean manufacturing programs and led a turnaround of the company’s European operations. Mr. Workman started his career at KPMG, where he was a partner from 1981 to 1984. He is currently Chairman of the Board and Audit Committee Chair of Agiliti, Inc. (formerly Universal Hospital Services), a company owned by a private equity fund, and a Director and Audit Committee Chair of Federal Signal Corp (NYSE: FSS). Mr. Workman also served on the Board of Care Capital Properties from August 2016 until its merger with Sabra Health Care REIT in August 2017. Mr. Workman received his Master of Business Administration in Finance and Accounting from the University of Chicago and his Bachelor of Science Degree in Accounting from Indiana University. The Board of Directors has determined that Mr. Workman is independent and that he is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission.
Mr. Workman’s qualifications for election to CONMED’s Board include his extensive experience as a Chief Financial Officer generally, and in the healthcare industry in particular, as well as his financial and accounting expertise acquired through his experience as a partner with KPMG. His exposure to, and familiarity with, health care services matters and capital structure issues provides valuable insights and perspectives to the Board. He has the ability and willingness to serve on a Board, and the correct fit to work in a collegial manner with the other directors.
The Board of Directors has determined that Messrs. Bronson, Concannon, Farkas, Kuyper, Lande, Tryniski, and Workman and Ms. Goldberg Aronson have no material relationship with the Company and are independent under the standards of the NASDAQ Stock Market. The independent directors meet in executive session during each in-person Board meeting.
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The Company’s Directors are elected at each annual meeting of shareholders and serve until the next annual meeting and until their successors are duly elected and qualified. Mr. Hartman’s employment is at-will. The Company’s officers are appointed by the Board of Directors and, except as set forth below, hold office at the will of the Board of Directors.
Executive & Other Officers
TERENCE M. BERGE (age 49) joined the Company in June 1998 as Assistant Corporate Controller and served as the Company’s Treasurer from March 2008 through March 2015. In March 2013, Mr. Berge’s title was changed to Corporate Vice President, Treasurer and Assistant Controller. On April 1, 2015, Mr. Berge was promoted to Vice President, Corporate Controller. Prior to joining the Company, Mr. Berge was employed by Price Waterhouse LLP from 1991 through 1998 where he served most recently as an audit manager. Mr. Berge is a certified public accountant and holds a B.S. degree in Accounting from the State University of New York at Oswego.
PATRICK J. BEYER (age 53) joined the Company as President of CONMED International in December 2014. Prior to joining the Company, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, Mr. Beyer spent 21 years at Stryker Corporation where he led Stryker Europe from 2005-2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer graduated from Kalamazoo College with a BA in Economics, Western Michigan University with an MBA in Finance and Harvard Business School’s Advanced Management Program.
HEATHER L. COHEN (age 46) joined the Company in October 2001 as Associate Counsel and served as Deputy General Counsel from March 2002 to February 2015 and as the Company’s Secretary since March 2008. In June 2008, Ms. Cohen was also named the Vice President of Corporate Human Resources. In March 2013, Ms. Cohen’s title was changed to Executive Vice President, Human Resources, Deputy General Counsel and Secretary and in April 2015 her title changed to Executive Vice President, Human Resources & Secretary. In May 2018, Ms. Cohen relinquished the Secretary title. Prior to joining the Company, Ms. Cohen was an Associate Attorney with the law firm Getnick Livingston Atkinson Gigliotti & Priore, LLP from 1998 to 2001. Ms. Cohen holds a B.A. in Political Science and Education from Colgate University and a J.D. from Emory University.
NATHAN FOLKERT (age 44) joined the Company as the Vice President, General Manager, U.S. Orthopedics in September 2015. Prior to joining CONMED, Mr. Folkert served in leadership positions with Zimmer, most recently as the President, Trauma Division from January 2013 to June 2015, prior to this as the General Manager, Canada from January 2010 to January 2013 and other managerial positions from 2007 to 2010. Prior to Zimmer, Mr. Folkert was employed by Wheelchair Professionals from 2005 to 2007 and by Stryker Corporation from 2000 to 2005. Mr. Folkert graduated with a B.S. degree in Political Science from the United States Military Academy at West Point and also earned his M.B.A. from the University of Notre Dame Mendoza College of Business.
TODD W. GARNER (age 50) joined the Company as Executive Vice President & Chief Financial Officer on January 2, 2018. Prior to joining CONMED, he served as Vice President - Investor Relations for C.R. Bard, Inc. from 2011 until December 2017. Mr. Garner’s prior roles with C.R. Bard, Inc. include Vice President, Controller (Division Chief Financial Officer) for its Medical division from 2007 through 2011, Director of Financial Reporting from 2005 through 2007 and the Controller of the Reynosa Operations from 2003 through 2005. Prior to working at C.R. Bard, Inc., Mr. Garner was the acting CFO and Controller at Echopass Corporation (currently Genesys Corporation) from 2000 to 2003, the Controller and Value Planning Manager at Futura Industries, Corp. from 1997 to 2000, Accounting Manager at Excel Communications in 1997 and Accounting Coordinator at Verizon from 1995 to 1996. Mr. Garner began his career with Arthur Andersen LLP, where he was a senior auditor from 1992 to 1995. Mr. Garner holds an MBA from the University of Texas - Pan American, and a B.S. in accounting from Brigham Young University. Mr. Garner is also a Certified Public Accountant.
DANIEL S. JONAS (age 55) joined the Company as General Counsel in August 1998 and in addition became the Vice President-Legal Affairs in March 1999. In March 2013, Mr. Jonas’ title was changed to Executive Vice President, Legal Affairs & General Counsel. In May 2018, Mr. Jonas assumed the role of Secretary. Prior to his employment with the Company, Mr. Jonas was a partner with the law firm of Harter, Secrest & Emery, LLP in Syracuse from January 1998 to August 1998, having joined the firm as an Associate Attorney in 1995. Mr. Jonas holds an A.B. in Classics (Latin) from Brown University and a J.D. from the University of Pennsylvania Law School.
JOHN (JED) E. KENNEDY (age 61) joined the Company in September 2012 as Vice President and General Manager, Visualization and Endomechanical. In January 2015, Mr. Kennedy became Vice President and General Manager, U.S. Endoscopic Technologies. Prior to joining the Company, Mr. Kennedy served as President and Chief Executive Officer of Viking Systems, Inc. from January 2010 to September 2012. Mr. Kennedy had formerly served as President and Chief Operating Officer of Viking Systems, Inc. from October 2007 to December 2009. Prior to October 2007, Mr. Kennedy was the President of the Vision Systems
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Group at Viking Systems, Inc. From January 1997 to September 2007, Mr. Kennedy held various executive positions with Vista Medical Technologies, Inc. Prior to joining Vista Medical Technologies, Inc., Mr. Kennedy held various positions in Manufacturing, Quality Engineering and Product Development at Smith & Nephew Endoscopy from 1984 through January 1997. Prior to 1984, he held various engineering positions at Honeywell’s Electro-Optics and Avionics divisions. Mr. Kennedy received a B.S. in Manufacturing Engineering from Boston University.
SARAH M. OLIKER (age 42) joined the Company in April 2014 as Assistant General Counsel. She became Assistant General Counsel and Assistant Secretary in May 2018. Prior to joining the Company, she was Senior Counsel for ProCure Treatment Centers, Inc. in New York City, having previously spent five years with Epstein Becker & Green in its Health Care & Life Sciences group based in Washington, D.C. Ms. Oliker holds a B.A. in Political Science from Colgate University and a J.D. from Syracuse University College of Law.
JOHONNA PELLETIER (age 46) joined the Company in 2005 as Tax Director. Effective April 1, 2015, Ms. Pelletier was promoted to Treasurer and Vice President, Tax. Prior to joining the Company, she was employed by PricewaterhouseCoopers LLP where she most recently served as a tax senior manager. She is a certified public accountant and graduated with a B.S. degree in Accounting from Le Moyne College.
STANLEY W. (BILL) PETERS (age 44) joined the Company as Vice President and General Manager, U.S. Advanced Surgical in January 2015. Prior to joining the Company, Mr. Peters served as Director of Sales for Mako Surgical Corporation from 2012 to 2014. Mako was purchased by Stryker Corporation in December 2013. Prior to this, Mr. Peters served as an executive with EndoGastric Solutions from 2011 to 2012 and in sales leadership roles at Intuitive Surgical from 2009 to 2011. Prior to Intuitive Surgical, Mr. Peters was employed at Stryker Corporation in sales leadership from 2004 to 2009. Mr. Peters graduated from Ohio University with a B.B.A. degree in Finance.
WILFREDO RUIZ-CABAN (age 54) joined the Company as the Executive Vice President, Quality Assurance & Regulatory Affairs in September 2015 and in February of 2016 was named Executive Vice President, Quality Assurance, Regulatory Affairs and Operations. Prior to joining the Company, Mr. Ruiz served as the Director, Americas Global Manufacturing from June 2015 to September 2015 and prior to this as the Worldwide Quality Operations Director from August 2012 to June 2015 with Johnson & Johnson, DePuy Synthes. Prior to Johnson & Johnson, Mr. Ruiz served as the Senior Manufacturing Director for Medtronic from June 2009 to August 2012. Mr. Ruiz also held a number of managerial positions in manufacturing and quality operations. Mr. Ruiz graduated from Cornell University with a B.S. degree in both Electrical and Material Science Engineering and a G.M.B.A. from the Thunderbird School of Global Management.
PETER K. SHAGORY (age 50) joined the Company as Executive Vice President, Strategy and Corporate Development in May 2015. Mr. Shagory has more than 20 years of experience in healthcare venture investing and mergers and acquisitions through his previous venture capital, investment banking and corporate roles. Prior to joining the Company, Mr. Shagory led the strategy and business development efforts for Cardinal Health's Medical Products Group within the Medical Segment from June 2013 to May 2015 where he played a key role in Cardinal Health’s entry into the interventional cardiovascular and the advanced wound care categories. Prior to that, Mr. Shagory led the healthcare and life sciences investment effort at Baird Venture Partners from January 2004 to mid-2013, focusing on medical technology and research tools and diagnostics. Mr. Shagory earned an MBA from Dartmouth’s Tuck School of Business and a B.S. in Finance from Miami University in Oxford, Ohio.
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MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES,
LEADERSHIP STRUCTURE AND RISK OVERSIGHT
During 2018, the full Board of Directors met eight times in person or by telephone conference. Each director attended, or participated in the telephone conference calls, for 100% of the board meetings, except as follows: there were two board meetings in which a single director (but not the same director) was unable to attend due to scheduling conflicts.
The Board of Directors has a leadership structure with a Chairman, whose role is to set an agenda for meetings and to preside at the meetings of the full Board of Directors. The Board has decided, for the time being, to spread the work of positions as chairs of the four (4) Board committees. The Board has also opted to separate the roles of the Chairman and the CEO at this time. While the Board may change this structure in the future, the separation of the roles is believed to be appropriate at this time to allow the Chairman to focus on corporate governance and succession planning while the CEO can simultaneously focus on the management of the Company’s operations.
The role of the Board of Directors with respect to oversight of risk is to regularly review a risk management overview of key risks maintained and regularly updated by management, with the CEO informing the Board of any material changes during the course of the year as they arise. In addition, the Board regularly receives periodic update reports both from the Chief Executive Officer and from executive management with respect to selected key risks that the Board may be monitoring until such risks are resolved.
Board Committees:
The Company’s Board of Directors currently has four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee. Current members of the individual committees are named below:
Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | Strategy Committee | |||
John L. Workman, Chair | Dirk M. Kuyper, Chair | Brian P. Concannon, Chair | Charles M. Farkas, Chair | |||
David Bronson | Charles M. Farkas | David Bronson | Brian P. Concannon | |||
Mark E. Tryniski | Martha Goldberg Aronson | Martha Goldberg Aronson | Jerome J. Lande | |||
Jerome J. Lande | Dirk M. Kuyper | Mark E. Tryniski | ||||
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and currently consists of three independent directors. As more fully detailed in its charter, the Audit Committee is charged with (a) oversight of the Company’s accounting and financial reporting principles, policies and internal accounting controls and procedures; (b) oversight of the Company’s financial statements and the independent audit thereof; (c) nominating the outside independent registered public accounting firm to be proposed for shareholder approval; (d) evaluating and, where deemed appropriate, replacing the independent registered public accounting firm; (e) pre-approving all services permitted by law to be performed by the independent registered public accounting firm; (f) approving all related-party transactions above $5,000; (g) establishing procedures for (i) the receipt, retention and treatment of complaints by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and (h) the oversight of the Company’s response to claims involving potential financial fraud or ethics matters. The Audit Committee has delegated its authority to pre-approve work by the independent registered public accounting firm and related-party transactions to the Chair of the Audit Committee, who is required to disclose any such pre-approvals at the Audit Committee’s next meeting. The Audit Committee met nine times during 2018. All then-current members of the Audit Committee attended every meeting. The current Audit Committee Charter is on the Company’s website in the corporate governance tab of the investor relations section (at http://www.conmed.com/en/about-us/investors/investor-relations). The charter is also available in print to any shareholder who requests it.
The Compensation Committee currently consists of four independent directors. As set forth in its charter, the Compensation Committee is charged with reviewing and establishing levels of salary, bonuses, benefits and other compensation for the Company’s CEO and the CEO's direct reports. The Compensation Committee met five times during 2018. All then-current members of the Compensation Committee attended every meeting. The Compensation Committee, and the full Board of Directors, has determined
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that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company because the value of senior management’s short-term incentives are balanced by the value of longer-term incentives. Employees below the senior management level are provided annual incentives that are lower in relation to salary and therefore do not have an incentive that results in risk to the Company as a result of compensation practices or structure. The current Compensation Committee Charter is available on the Company’s website in the corporate governance tab of the investor relations section (at http://www.conmed.com/en/about-us/investors/investor-relations). The charter is also available in print to any shareholder who requests it.
The Corporate Governance and Nominating Committee currently consists of four independent directors. As stated in its charter, the Corporate Governance and Nominating Committee is responsible for recommending individuals to the full Board of Directors for nominations as members of the Board of Directors, and for developing and recommending to the full Board of Directors a set of corporate governance principles. The Corporate Governance and Nominating Committee will consider, but is not obligated to accept, shareholder recommendations for individuals to be nominated provided that such recommendations are submitted in writing to the Company’s General Counsel within the time frame for shareholder proposals for the Annual Meeting, (more information concerning director nominations is set forth below under the heading Corporate Governance and Nominating Committee Report). The Corporate Governance and Nominating Committee and the full Board seek directors with expertise and experience in managing companies both public and private, in financial matters, experience with United States and international business, and in the medical field in a variety of functions and areas, as well as diversity in background and gender. In this regard, the Corporate Governance and Nominating Committee and the full Board are committed to creating a Board with diversity of expertise, experience, background and gender and expect to seek to identify, recruit and advance candidates offering such diversity in future searches. The Corporate Governance and Nominating Committee met four times during 2018. All then-current members of the Corporate Governance and Nominating Committee attended every meeting. The current Corporate Governance and Nominating Committee Charter and Corporate Governance Principles are available on the Company’s website in the corporate governance tab of the investor relations section (at http://www.conmed.com/en/about-us/investors/investor-relations). The charter is also available in print to any shareholder who requests it.
The Strategy Committee currently consists of four independent directors. As stated in its charter, the Strategy Committee is responsible for overseeing the long-term strategy of the Company, risks and opportunities related to such strategy, and strategic decisions regarding investments, acquisitions and divestitures of the Company. The Strategy Committee met four times in 2018. All members of the Strategy Committee attended every meeting, with the exception of one director who was unable to attend one meeting that was convened on short notice due to an unavoidable scheduling conflict. The current Strategy Committee Charter is available on the Company’s website in the corporate governance tab of the investor relations section (at http://www.conmed.com/en/about-us/investors/investor-relations). The charter is also available in print to any shareholder who requests it.
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AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Directors in its oversight of the financial management, independent auditor and financial reporting controls and accounting policies and procedures of the Company. The Board of Directors, in its business judgment, has determined that all members of the Audit Committee are “independent”, as required by the applicable listing standards of the NASDAQ Stock Market and the rules under the Exchange Act in that no member of the Audit Committee has received any payments, other than compensation for Board services, from the Company, and has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past four years. Although not currently engaged professionally in the practice of auditing or accounting, the Audit Committee and Board of Directors have determined that Messrs. Bronson, Tryniski and Workman qualify as “audit committee financial experts” within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and the implementing regulations and that such qualifications were acquired through relevant education and work experience. The Audit Committee operates pursuant to a Charter that was last amended by the Board of Directors in May 2018. A copy of the amended charter, which more fully describes the duties and responsibilities of the Audit Committee, is available on the Company’s website in the corporate governance tab of the investor relations section (at http://www.conmed.com/en/about-us/investors/investor-relations).
Management is responsible for CONMED’s internal controls, financial reporting process and compliance with laws and regulations. The independent registered public accounting firm is responsible for performing an integrated audit of CONMED’s consolidated financial statements and of its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes, as well as to attend to the matters set forth in the amended charter. In this regard, during 2018, the Audit Committee continued to work with the Vice President of Internal Audit, who reports directly to the Audit Committee, in connection with the Audit Committee’s oversight of the financial management, independent auditor and financial reporting controls and accounting policies and procedures of the Company.
In this context, the Audit Committee met nine times during 2018 and held numerous discussions with management and with the independent registered public accounting firm, including executive meetings without management present. Management represented to the Audit Committee that the Company’s audited consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed under PCAOB Auditing Standard No. 16 (Communication with Audit Committees).
CONMED’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter regarding the independent registered public accounting firm’s independence required by the PCAOB (Rule 3526, Communications with Audit Committees Concerning Independence) and the Audit Committee discussed with the independent registered public accounting firm its independence. In this regard, the Audit Committee evaluates the fees proposed and billed for non-audit services and also considers the nature and scope of non-audit services when evaluating the independence of the independent registered public accounting firm, all of which the Audit Committee pre-approves. Taking all of these matters into consideration, the Audit Committee has determined that the provision of non-audit services by the independent registered public accounting firm, and the fees and costs incurred in connection with those services, are compatible with the auditor’s independence in light of the nature and extent of permissible non-audit services provided to the Company.
In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the company’s independent registered public accounting firm. In connection with considering whether to retain PricewaterhouseCoopers LLP, the Audit Committee considers, among other things, its familiarity with the Company’s business and operations, its knowledge of and exposure to the industry as a whole, its quality of communication with the Audit Committee, its ability to provide knowledgeable staff, and the expertise and responsiveness of the national office and other experts in various fields within the audit firm. The members of the Audit Committee and the Board have considered the length of the independent registered public accounting firm’s engagement with the Company, the amount of the fees charged and the tenor of the negotiations concerning such fees, as well as the shareholder ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. Considering all of these factors, the members of the Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.
Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control and procedures designed to assure compliance with accounting standards and
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applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are in fact “independent”.
Based upon the Audit Committee’s review and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter, the Audit Committee recommended that the Board of Directors include the Company’s audited consolidated financial statements in CONMED’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission.
Submitted by the Audit Committee,
John L. Workman (Chair) | David Bronson |
Mark E. Tryniski | |
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CORPORATE GOVERNANCE AND NOMINATING COMMITTEE REPORT
The role of the Corporate Governance and Nominating Committee is to recommend individuals to the Board for nomination as members of the Board and its committees and to develop and recommend to the Board a set of corporate governance principles applicable to the Company. The Board of Directors, in its business judgment, has determined that all members of the Corporate Governance and Nominating Committee are “independent”, as required by applicable listing standards of the NASDAQ Stock Market, in that no member of the Corporate Governance and Nominating Committee has received any payments, other than compensation for Board services, from the Company. The Corporate Governance and Nominating Committee operates pursuant to a Charter that was last amended and restated by the Board of Directors in March 2011. A copy of the amended and restated charter is available on the Company’s web site in the corporate governance tab of the investor relations section.
The Corporate Governance and Nominating Committee has no fixed process for identifying and evaluating potential candidates to be nominees. The Corporate Governance and Nominating Committee has no fixed set of qualifications that must be satisfied before a candidate will be considered, although the Corporate Governance and Nominating Committee and the Full Board are committed to creating a Board with diversity, including diversity of expertise, experience, background, and gender and is committed to identifying, recruiting, and advancing candidates offering such diversity in future searches. The Corporate Governance and Nominating Committee has opted to retain the flexibility to consider such factors as it deems appropriate. These factors may include judgment, skill, diversity, reputation, experience with businesses and other organizations of comparable size as executives, directors or in other leadership positions, an understanding of finance and financial reporting processes, a corporate governance background, the ability to dedicate significant time for service on the Company’s Board of Directors, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. In this regard, the Corporate Governance and Nominating Committee also looks for the skills and expertise required to satisfy the listing requirements of the NASDAQ Stock Market, on which CONMED’s stock is traded.
During 2018, the Corporate Governance and Nominating Committee considered the Board’s committee structure, leadership and the succession planning for the Committees, and concluded that no changes were necessary or advisable during 2018.
The Committee may consider candidates proposed by management, but is not required to do so. As previously disclosed, the Corporate Governance and Nominating Committee will consider any nominees submitted to the Company by shareholders wishing to propose nominees for election as directors at the 2020 Annual Meeting, provided that the shareholders proposing any such nominees have adhered to specified advance notice procedures contained in the Company’s by-laws, a copy of which is available on request to the General Counsel of the Company, CONMED Corporation, 525 French Road, Utica, New York 13502 (Telephone (315) 797-8375).
Submitted by the Corporate Governance and Nominating Committee,
Brian P. Concannon (Chair) | David Bronson |
Martha Goldberg Aronson | Dirk M. Kuyper |
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SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders who wish to communicate with the Board of Directors as a group or an individual director may do so by sending correspondence to the attention of the General Counsel of the Company at 525 French Road, Utica, New York 13502 with a cover letter specifying the intended recipient. At this time, no communications received by the Company in this manner will be screened, although this could change without prior notice. As set forth in the Company’s Corporate Governance Principles, the Company’s policy is that directors will attend the Annual Meeting of Shareholders, absent exceptional circumstances. Historically, all directors have attended the Annual Meeting of Shareholders, and all directors attended the 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) in person, with the exception of one Director who was unable to attend in person and therefore joined by telephone.
ETHICS DISCLOSURE
The Company has adopted, as of March 31, 2003, and updated on February 28, 2017, an ethics program which applies to all employees, including senior financial officers and the principal executive officer. The ethics program is available on the Company’s website in the corporate governance tab of the investor relations section (http://www.conmed.com/en/about-us/investors/investor-relations), and is administered by the Company’s General Counsel. The Program codifies standards reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, avoidance of conflicts of interest, full, fair, accurate, timely and understandable disclosure, compliance with laws, prompt internal reporting of code violations and accountability for adherence to the code and permits anonymous reporting by employees to an independent third party, which will alert the Chair of the Audit Committee of the Board of Directors if and when it receives any anonymous reports. No waivers under the Ethics Program have been granted.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The Audit Committee is responsible for the audit fee negotiations associated with the retention of PricewaterhouseCoopers LLP. The aggregate fees and expenses billed by PricewaterhouseCoopers LLP for professional services rendered for the audit of the Company’s annual financial statements for the years ended December 31, 2018 and December 31, 2017, for the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for those years, for the audit of the Company’s internal control over financial reporting as of December 31, 2018 and December 31, 2017, and all other audit related, tax consulting and other fees and expenses, are set forth in the table below.
Fee Summary | 2018 | 2017 | ||||||
Audit Fees: | ||||||||
Audit of Annual Financial Statements and Interim Reviews | $ | 2,073,800 | $ | 1,897,400 | ||||
Audit of Internal Control over Financial Reporting | Included above | Included above | ||||||
SEC Registration Statements | $ | — | $ | — | ||||
Total Audit Fees | $ | 2,073,800 | $ | 1,897,400 | ||||
Audit Related Fees: | ||||||||
Advisory Services | $ | — | $ | — | ||||
Tax Fees: | ||||||||
Tax Compliance and Consulting Services | $ | 217,228 | $ | 497,081 | ||||
All Other Fees: | ||||||||
Research Service License | $ | 2,700 | $ | 1,800 | ||||
Total Fees and Expenses | $ | 2,293,728 | $ | 2,396,281 | ||||
The Audit Committee has adopted procedures requiring prior approval of particular engagements for services rendered by the Company’s independent registered public accounting firm. Consistent with applicable laws, the Audit Committee has delegated its authority to pre-approve work by the independent registered public accounting firm and related-party transactions to the Chair of the Audit Committee, who is required to disclose any such pre-approvals at the Audit Committee’s next meeting. All fee amounts set forth in the table above were pre-approved.
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COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion & Analysis (“CD&A”) describes the philosophy, objectives and structure of our fiscal year 2018 executive compensation program. This CD&A is intended to be read in conjunction with the tables beginning on page 30, which provide further historical compensation information for our named executive officers (“NEOs”) as identified below.
Name | Title | |
Curt R. Hartman | Chief Executive Officer | |
Todd W. Garner | Executive Vice President and Chief Financial Officer | |
Patrick J. Beyer | President, CONMED International | |
Nathan Folkert | Vice President & General Manager, U.S. Orthopedics | |
Stanley W. (Bill) Peters | Vice President & General Manager, U.S. Advanced Surgical | |
Quick CD&A Reference Guide | ||
Executive Summary | Section I | |
Objectives and Philosophy | Section II | |
Compensation Decision-Making Process | Section III | |
Competitive Market Analysis | Section IV | |
Elements of Executive Compensation | Section V | |
Additional Compensation Policies and Practices | Section VI | |
I. | Executive Summary |
Our compensation program is designed to reward executives for focus and achievement of the Company’s short- and long-term performance goals. This is important, as our Company’s performance is very much dependent on the talents, skills and engagement of our people. We measure Company performance by growth in sales and earnings, and these goals are directly reflected in our annual bonus plan. Strengthening our stock price performance over the long-term is also a focus as we continue this strategic transformation; as such, our equity incentives are delivered as stock options and, to a lesser degree, restricted stock units (“RSUs”). Finally, our executives are measured by their individual contributions to the Company’s success, and this is reflected in a small portion of the annual bonus as well as in base salary adjustments.
Overview of Pay Program
Our pay program is reflective of our business strategy, our desire to fairly and appropriately pay our executive team, and our desire to align management with shareholder interests.
While there is no fixed formula, the Compensation Committee seeks an appropriate balance between cash and non-cash compensation, short and long term incentives, at-risk compensation and the appropriate mix of different forms of equity compensation. In addition, the Compensation Committee believes that senior executives who have greater and more direct impact and influence over the Company’s overall performance should receive a significant proportion of equity relative to their total compensation, thus seeking to align the executive’s incentives and impact with the value he or she brings to the Company-wide performance.
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Our executive pay program consists of three major elements:
Base Salary | • Individual salaries are established at time of hire and adjusted thereafter by committee discretion • Designed to be competitive within the market and industry, and to reflect individual performance and contribution | |
Short-Term Incentive (“STI”) | • Cash incentives intended to reward the achievement of annual Company financial goals as well as individual accomplishments and contributions • For 2018, cash performance measures were Total Net Sales (FX Adjusted) and Adjusted EPS, as well as individual performance goals | |
Long-Term Incentives (“LTI”) | • Equity awards with lengthy vesting periods for retentive purposes as well as to focus executives on long-term share price appreciation, which are intended to align shareholder and management interests • For 2017 and 2018, equity was delivered as stock options and RSUs • Outstanding equity awards include performance share units (“PSUs”) awarded to our CEO in 2015 | |
Target Pay
To promote the performance-based culture as described above, and to align the interests of management and shareholders, our executive compensation program focuses on variable compensation. Our CEO’s and other NEO’s target pay mix in 2018 illustrate this:
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Compensation Program Governance
Best Practices We Employ |
Majority of NEO compensation tied to long-term performance |
Equity awards granted in 2015 and beyond require a double trigger for Change in Control vesting acceleration |
Stock ownership guidelines of 4x salary for CEO, 3x for the CFO, and 1x for other NEOs |
Appropriate caps on incentive plan payouts |
Compensation Committee is comprised entirely of independent directors |
Compensation Committee engages an independent consultant |
Compensation Committee regularly meets in executive session without management present |
Annual risk assessment of the compensation program |
Robust holding requirements until minimum share ownership requirements are achieved |
Minimum vesting schedule of at least 12 months for equity awards |
Incentive program designs do not encourage excessive risk taking |
Hedging is not permitted |
Our equity plan does not allow repricing of underwater options without shareholder approval |
We do not provide executive perquisites |
Excise tax-gross ups are not permitted |
We do not pay dividends on unvested equity awards |
2018 Say-on-Pay Vote Results
The Compensation Committee reviewed the voting results on the advisory resolution, commonly referred to as a “say-on-pay” resolution, when evaluating our executive compensation programs and noted 97.9% of the shares that were voted by shareholders at the 2018 Annual Shareholders meeting voted in favor of the compensation program. The Compensation Committee believes that these voting results reflect strong shareholder support for our current compensation practices. Accordingly, we did not make significant changes to our executive compensation practices or programs based on the results of the vote. The Compensation Committee will continue to review our executive compensation program as well as consider the outcome of our “say on pay” votes when making future compensation decisions for the NEOs.
II. | Objectives and Philosophy |
CONMED’s executive compensation program reflects the following principles:
• | Attract, retain and motivate top talent. |
• | Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, as well as facilitate executive retention. |
• | Align the executives’ interests with those of shareholders through long-term incentives linked to specific performance of objective goals. |
III. | Compensation Decision-Making Process |
Role of Board of Directors and Compensation Consultant
The Compensation Committee oversees all aspects of compensation for the CEO and the CEO's direct reports ("the Executive Team"). The Compensation Committee structures the executive compensation program to balance the goals of linking pay-to-performance and creating alignment with shareowner interests with the challenge of retaining and motivating a qualified Executive Team to provide business continuity and strategic leadership.
In the fall of 2015, the Compensation Committee, after a thorough review process, retained Radford as its independent compensation consultant in connection with the compensation paid to the Executive Team, and to review director compensation. Radford does not provide any material services to management and the Compensation Committee has determined that it does not have any business or personal relationship with any member of the Committee or management.
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In determining executive compensation, the Compensation Committee obtains input and advice from Radford, and reviews recommendations from our CEO and the Executive Vice President of Human Resources with respect to the performance and compensation of our other Executive Team members. The Board of Directors, upon recommendation from the Compensation Committee, reviews and approves CEO and NEO compensation.
Risk Assessment
The Compensation Committee annually evaluates the Company’s compensation programs to assess whether such programs as designed or administered would facilitate or encourage excessive risk-taking by employees. The Committee has concluded that the programs are not reasonably likely to have a material adverse effect on the Company in part due to the following program elements: (i) limits provided on annual incentive and long-term performance awards, (ii) the potential opportunity derived from long-term incentive programs outweigh the benefit available under the annual incentive programs thereby creating a focus on sustained Company operational and financial performance, and (iii) the stock ownership guidelines impacting all of the Executive Team.
IV. | Competitive Market Analysis |
Our compensation committee utilizes a comparative framework to help define specific peer companies and several other survey data sources to help with the assessment.
Primary Market (Peer Companies) | Secondary Market (Survey Data) | Data Sources |
• Specific peers in the medical device and healthcare equipment industry with a similar business and financial profile | • Broader, size-appropriate comparisons in the medical device industry | • Public SEC filings for specific peers • Radford Global Life Sciences Survey |
We regularly review this competitive data which includes data with respect to salary, bonus, and equity across a range of percentiles. There is no fixed formula or percentile of market-established compensation levels which the Company strives to meet and the benchmark data reviewed includes a range from the 25th percentile to the 75th percentile. This data is but one factor considered in our evaluation. Other factors considered include the scope of the executive’s role within our Company, the performance of the individual, and the expected future contributions of the individual.
2018 Peer Group
Each year the Compensation Committee works with our independent compensation consultant to review compensation for similar positions at other corporations within a designated peer group of companies to help ensure that the Company’s overall compensation levels, and the components thereof, are appropriate.
Our 2018 Peer Group was as follows:
Align Technology | Integer Holdings Corporation | NuVasive |
Analogic Corporation | Integra Life Sciences | NxStage Medical |
Cantel Medical | Invacare Corporation | Orthofix International |
Globus Medical | Masimo Corporation | West Pharmaceutical Services |
Haemonetics Corporation | Merit Medical Systems | Wright Medical |
ICU Medical | Natus Medical | |
As our Company evolves, we continue to revisit and refine, as needed, this peer group. To select peers for 2019, we worked with Radford to consider companies which generally fit within the following criteria:
• | Market Capitalization – 1/3 to 3x CONMED’s current market capitalization, now ranging from $700 million to $6.5 billion; |
• | Revenue – 1/3 to 3x CONMED’s trailing twelve-month revenue, now ranging from $280 million to $2.5 billion; |
• | Headcount – 1/3 - 3x CONMED’s current headcount, now ranging from 1,050 to 9,300. |
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As a result of our review, we removed the following:
Removed Company | Reasoning |
Analogic | Acquired by an Affiliate of Altaris Capital Partners in June 2018 |
V. | Elements of Executive Compensation |
NEO compensation primarily consists of base salary, annual incentive awards, and annual grants of equity awards. These elements are in line with the level of responsibility and impact on our results for each executive.
Base Salary
An NEO’s salary is initially established based upon an evaluation of the competitive salaries for similar positions in the market. Absent a promotion or some other unusual circumstance, such as a change in responsibilities, salaries are reviewed once per year. In this process, the Compensation Committee considers the recommendation of the CEO along with the Executive Vice President of Human Resources in reviewing and approving the base salaries of the Executive Team (other than the CEO).
In making his recommendation for the Executive Team, the CEO considers the individual’s contribution to the Company’s performance and exercises judgment and discretion when considering any additional factors that should appropriately affect the executive’s salary such as current compensation data derived from the proxies of the peer companies described above and, as appropriate, compensation data gathered from third-party surveys generally available to the Company. No specific formula is used to weigh or evaluate these factors; rather, the CEO considers such factors on the whole when making a base salary recommendation.
As to the process for reviewing the base salary for the CEO, the Committee considers the Company’s performance, the CEO’s contribution and his responsibilities as well as the competitive talent market. No fixed formula or target percentile is established for setting the base salary. The salary adjustments in 2018 were as follows.
NEO | 2018 Base Salary | 2017 Base Salary | % Change | |||||||
Curt R. Hartman | $800,000 | $745,500 | 7.3 | % | ||||||
Todd W. Garner | $425,000 | $— | — | % | ||||||
Patrick J. Beyer | £304,023 | 1 | £292,329 | 1 | 4.0 | % | ||||
Nathan Folkert | $364,000 | $357,035 | 2.0 | % | ||||||
Stanley W. (Bill) Peters | $361,000 | $350,243 | 3.1 | % | ||||||
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(1) | Mr. Beyer is located in the U.K and his base salary for 2018 and 2017 was paid in British pounds. Mr. Beyer’s salary in U.S. dollars would be $387,192 and $396,110 for 2018 and 2017, respectively, using spot exchange rates at December 31, 2018 and December 29, 2017 (the last business day of the year) of £0.785 and £0.738 to U.S. $1.00 respectively. |
Executive Bonus Plan
The Company maintains the shareholder-approved Executive Bonus Plan, which may be used to pay incentive compensation to the Company executives, including our NEOs. The Executive Bonus Plan, which was adopted in connection with the Company’s 2017 Annual Meeting of Shareholders, replaced in its entirety the Company’s 2012 Executive Bonus Plan. The Executive Bonus Plan is effective for performance periods commencing on or after January 1, 2018. For the NEOs, annual bonus targets and performance metrics are established in the first quarter of the year by the Compensation Committee and the Board of Directors at the meeting typically held in late February or early March.
Executive Bonus Plan Performance Goals for 2018
The Executive Bonus Plan performance goals for 2018 were established by the Compensation Committee in February 2018. The bonus payment is conditioned upon the achievement of certain threshold goals and is measured on a sliding scale between threshold and maximum performance. For 2018, each NEO’s bonus was based on three metrics: (i) Total Company Net Sales (Fx Adjusted) ; (ii) non-GAAP adjusted Cash Earnings Per Share (“Adjusted EPS”); and (iii) individual performance goals. The weighting of each performance metric (in each case, expressed as a percentage of the NEO’s annual base salary) varies by position, as follows:
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Threshold | Target | Maximum | ||||||
Curt R. Hartman | ||||||||
Net Sales (FX Adjusted) | 33.8 | % | 45.0 | % | 90.0 | % | ||
Adjusted EPS | 33.8 | % | 45.0 | % | 90.0 | % | ||
CEO Goals | 0.0 | % | 10.0 | % | 20.0 | % | ||
Total | 67.5 | % | 100.0 | % | 200.0 | % | ||
Todd W. Garner | ||||||||
Net Sales (FX Adjusted) | 18.8 | % | 25.0 | % | 50.0 | % | ||
Adjusted EPS | 18.8 | % | 25.0 | % | 50.0 | % | ||
CFO Goals | 0.0 | % | 15.0 | % | 30.0 | % | ||
Total | 37.5 | % | 65.0 | % | 130.0 | % | ||
Patrick J. Beyer | ||||||||
Net Sales (FX Adjusted) | 16.9 | % | 22.5 | % | 45.0 | % | ||
Adjusted EPS | 16.9 | % | 22.5 | % | 45.0 | % | ||
International Goals | 11.3 | % | 15.0 | % | 30.0 | % | ||
Total | 45.0 | % | 60.0 | % | 120.0 | % | ||
Nathan Folkert | ||||||||
Net Sales (FX Adjusted) | 15.0 | % | 20.0 | % | 40.0 | % | ||
Adjusted EPS | 15.0 | % | 20.0 | % | 40.0 | % | ||
Orthopedics Goals | 11.3 | % | 15.0 | % | 30.0 | % | ||
Total | 41.3 | % | 55.0 | % | 110.0 | % | ||
Stanley W. (Bill) Peters | ||||||||
Net Sales (FX Adjusted) | 15.0 | % | 20.0 | % | 40.0 | % | ||
Adjusted EPS | 15.0 | % | 20.0 | % | 40.0 | % | ||
Advanced Surgical Goals | 11.3 | % | 15.0 | % | 30.0 | % | ||
Total | 41.3 | % | 55.0 | % | 110.0 | % | ||
The corporate goals were set and measured as follows:
Net sales (FX adjusted) goals were in the $814.0 million to $865.5 million range with payouts from 75% to 200%. The target was $837.5 million for 100% payout. Net Sales (FX Adjusted) is calculated by taking GAAP sales and adjusting for the impact of actual foreign exchange rates versus budgeted foreign exchange rates.
Adjusted EPS goals were in the $2.12 to $2.39 range with payouts from 75% to 200%. The target was $2.18 for 100% payout. Adjusted EPS for these purposes is adjusted for unusual items, including restructuring charges, impairment charges, changes in tax or accounting rules, acquisitions or other special or nonrecurring events. The Compensation Committee structured this scale to incent executives with challenging targets based upon the Company’s internal goals and guidance to investors.
In addition, each NEO’s annual bonus was subject to performance goals specific to the individual’s areas of responsibility:
• | Mr. Hartman’s goals included the development and implementation of strategic initiatives; |
• | Mr. Garner’s goals included the development and implementation of strategic and operational initiatives; |
• | Mr. Beyer’s goals included specific targets relative to the International business; |
• | Mr. Folkert’s goals included specific targets relative to the U.S. Orthopedics business; |
• | Mr. Peters’ goals included specific targets relative to the U.S. Advanced Surgical business. |
2018 Actual Payouts
For 2018, the Company achieved:
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• | Net Sales (FX Adjusted) of $860.9 million, which is 183.0% of target |
• | Adjusted EPS of $2.18, or 100.0% of target. |
Below is a reconciliation of GAAP to Adjusted EPS (in $ thousands):
Twelve Months Ended December 31, 2018 | |||||||||||||||||||||||||||||||
Gross Profit | Selling & Administrative Expense | Research & Development | Operating Income | Tax Expense / (Benefit) | Effective Tax Rate | Net Income | Diluted EPS | ||||||||||||||||||||||||
As reported | $ | 469,110 | $ | 355,617 | $ | 42,188 | $ | 71,305 | $ | 9,799 | 19.3 | % | $ | 40,854 | $ | 1.41 | |||||||||||||||
% of sales | 54.6 | % | 41.4 | % | 4.9 | % | 8.3 | % | |||||||||||||||||||||||
Impairment charges | — | — | (4,212 | ) | 4,212 | 2,117 | 2,095 | 0.07 | |||||||||||||||||||||||
Business acquisition costs | — | (2,372 | ) | — | 2,372 | 1,155 | 1,217 | 0.05 | |||||||||||||||||||||||
Tax reform | — | — | — | — | (912 | ) | 912 | 0.03 | |||||||||||||||||||||||
$ | 469,110 | $ | 353,245 | $ | 37,976 | $ | 77,889 | $ | 12,159 | $ | 45,078 | $ | 1.56 | ||||||||||||||||||
% of sales | 54.6 | % | |||||||||||||||||||||||||||||
Amortization of intangible assets | $ | 6,000 | (17,174 | ) | — | 23,174 | 5,413 | 17,761 | 0.62 | ||||||||||||||||||||||
Adjusted net income | $ | 336,071 | $ | 37,976 | $ | 101,063 | $ | 17,572 | 21.9 | % | $ | 62,839 | $ | 2.18 | |||||||||||||||||
Applying these results, as well as the achievement of the individual performance goals for each NEO, bonuses were earned as follows:
NEO | Bonus Target (as % of Base Salary) | Net Sales (FX Adjusted) Achieved | Adjusted EPS Performance Achieved | Individual Performance Achieved | FY 2018 Actual Performance Achieved (as % of target bonus) | FY 2018 Earned Bonus (as % of base salary) | FY 2018 Earned Bonus ($) | |||
Curt R. Hartman | 100% | 183% | 100% | 78% | 135% | 135% | $ | 1,081,060 | ||
Todd W. Garner | 65% | 183% | 100% | 85% | 137% | 89% | $ | 377,363 | ||
Patrick J. Beyer | 60% | 183% | 100% | 47% | 118% | 71% | $ | 273,551 | 1 | |
Nathan Folkert | 55% | 183% | 100% | 65% | 121% | 66% | $ | 241,514 | ||
Stanley W. (Bill) Peters | 55% | 183% | 100% | 115% | 134% | 74% | $ | 266,599 | ||
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(1) | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his bonus compensation is paid in British pounds. These components were converted to U.S. dollars using an exchange rate of £0.785 to U.S. $1.00, which was the spot rate as of December 31, 2018 (the last business day of the year). |
Discretionary Bonuses
The Compensation Committee has the discretion to award discretionary bonuses in recognition of exceptional individual performance, including awards upon the recommendation of the CEO. For 2018, no discretionary bonuses were awarded.
Annual Equity Compensation
We believe our long-term incentive awards align the interests of NEOs with those of shareholders, encourage long-term retention, and provide an appropriate balance to the short-term incentives offered by the Company's annual incentive bonus program for NEOs. Given our growth strategy, we believe that an appropriate long-term emphasis on stock price appreciation is appropriate, which creates an immediate, strong alignment of shareholder and management interests. Accordingly, a significant portion of our long-term equity awards are granted in the form of stock options or stock appreciation rights (“SARs”). We also utilize RSUs, when appropriate, to emphasize retention and stock ownership given the grants have value immediately upon vesting. We have
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evaluated the use of Performance Share Units (“PSUs”) and have elected not to use this vehicle in our current annual equity program at this time and instead have elected to use stock options which we believe more closely align the interests of our executives (including our NEOs) to the long term interests of shareholders. We have used PSUs in the instance of the 2015 grant of PSUs to Mr. Hartman as described below. The Compensation Committee believes this approach is consistent with its philosophy that those employees, the NEOs in particular, who are in a position to most directly impact corporate performance should have the highest risk/reward potential tied to corporate performance. Equity compensation awards to our NEOs were mainly granted under our Amended and Restated 2015 Long-Term Incentive Plan (the “LTIP”) or, in certain circumstances, the 2006 Stock Incentive Plan. Future equity compensation awards to our NEOs will be mainly granted under the 2018 Long-Term Incentive Plan. The Compensation Committee generally determines the amount of equity compensation for each NEO other than the CEO, based in part, on recommendations from the CEO and Executive Vice President of Human Resources. Additionally, the Committee reviews the annual and aggregate dilutive impact of our equity grants.
For 2018, our executive equity grants consisted of RSUs and stock options, as set forth below:
NEO | # RSUs | # Options | ||
Curt R. Hartman | — | 175,000 | ||
Todd W. Garner | 8,000 | 48,000 | ||
Patrick J. Beyer | — | 57,000 | ||
Nathan Folkert | — | 35,000 | ||
Stanley W. (Bill) Peters | — | 32,000 | ||
Our NEOs, except Mr. Garner, were granted annual awards of stock options effective March 1, 2018, following the review of 2017 performance at the February 2018 Board meeting. Mr. Garner was granted RSUs and stock options effective January 2, 2018 pursuant to his offer letter from the Company. The RSUs and stock option awards vest ratably over four and five years, respectively, with 25% and 20% of each award vesting annually. Although annual grants are generally intended to incentivize future performance, in determining the size of grants, the Committee may consider, among other factors, individual contributions and performance during the preceding fiscal year. The exercise price on all outstanding stock options and SARs is equal to the quoted closing price of the stock on the date of grant. Stock options, SARs, RSUs and PSUs are generally nontransferable other than on death and expire ten years from date of grant. The Company has a policy against cash buyouts of underwater stock options or SARs, and such repurchases are expressly prohibited by the LTIP, unless approved by shareholders.
These equity grants, as well as the annual equity grants made to NEOs since 2015 under the LTIP, are subject to “double-trigger” vesting on a termination of the NEO’s employment by the Company other than for “cause” or by the NEO for “good reason” (each as defined in the award agreement) within two years following the change in control (as defined in the applicable award agreement).
VI. | Additional Compensation Policies and Practices |
Retirement Benefits
All employees in the United States, including the U.S. based NEOs, are eligible to participate in the Retirement Savings Plan. The Company maintains the Benefits Restoration Plan for eligible employees including the NEOs, except in the case of Mr. Beyer who participates in a program designed to compensate him in a similar fashion in accordance with practices in the UK. The following summary of the terms of these plans is qualified in its entirety by reference to the complete plan documents.
Retirement Savings Plan
The Retirement Savings Plan (the “Savings Plan”) is a tax-qualified (401(k)) retirement savings plan pursuant to which all U.S. employees are eligible after completing three months of service, including the NEOs who meet the Savings Plan’s requirements. Effective January 1, 2010, the Savings Plan was amended to provide a 100% matching contribution up to a maximum of seven percent of the participant’s (including each NEO’s) compensation.
Benefits Restoration Plan
The Company has established a Benefits Restoration Plan effective January 1, 2010. The Benefits Restoration Plan is a funded nonqualified deferred compensation plan that provides eligible employees, which include the NEOs, the opportunity to defer receipt of up to 50% of base salary and up to 100% of incentive compensation and to receive seven percent (7%) matching
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contributions or other contributions from the Company that would otherwise be unavailable under our Savings Plan because of limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”). In addition, similar to the Savings Plan, the Company has discretion to contribute to the Benefits Restoration Plan in addition to the match. The funds are invested based upon the investments selected by the participant from the investments available under the Savings Plan.
A participant is 100% vested in the participant’s contributions and any earnings. Upon a “change in control”, the unvested portion of a participant’s account will automatically become vested. For purposes of the Benefits Restoration Plan, a “change in control” has the meaning provided in any written agreement between any participant and the employer, if applicable, and if there is no such written agreement with the employer defining a change in control, then a change in control generally means an acquisition of 25% or more of the outstanding voting shares or a change in a majority of the Board of Directors. The vesting requirements align with those of the Savings Plan, which provides for vesting of 20% of any Company contributions for each year of service, such that an employee is 100% vested in any Company contribution after five (5) years of service.
Recoupment Policy
In the interest of further aligning the interests of the NEOs with those of our shareholders, the Company’s Recoupment Policy allows the Committee to require any participant or former participant in the Executive Bonus Plan or recipient of performance-based equity awards in any of the prior three years to repay to the Company all or a portion of the amount received in connection with a fiscal year in which either (i) there was a recalculation of a financial or other performance metric related to the determination of a bonus award or performance-based equity award due to an error in the original calculation or (ii) there was a restatement of earnings for the Company due to material noncompliance with any financial reporting requirement under either GAAP or federal securities laws, other than as a result of changes to accounting policy, rules or regulation; and (iii) the restated earnings or corrected performance measurement would have (or likely would have) resulted in a smaller award than the amount actually received by the participant. A similar recoupment provision is extended to non-executives who participate in other Company incentive programs.
Stock Ownership Guidelines
The Company’s stock ownership guidelines are designed to encourage share ownership so that our executives have a direct stake in the Company’s future and to directly align their interests with those long-term interests of the shareholder. The ownership guidelines cover the Executive Team of the Company, including all NEOs. The guidelines are as follows:
Position | Required Salary Multiple |
President and CEO | 4x base salary |
CFO | 3x base salary |
All other executive officers | 1x base salary |
The following share types are included under these guidelines: shares directly owned, shares jointly owned and estimated net after tax shares of unvested RSUs and vested in-the-money Stock Options, also on an after-tax basis. Executives are required to be in compliance with these guidelines within five years of becoming subject to this policy. These ownership guidelines also contain a retention requirement for equity-based awards until such time as the minimum share ownership is achieved. A complete copy of these guidelines is available on the Company’s website in the investor relations section.
All NEOs were in compliance with the guidelines as assessed as of December 31, 2018.
Anti-Hedging Policies
The Company also prohibits its Executive Team and directors from holding any derivatives of Common Stock other than those issued by the Company. The intent of this policy is to align the interests of senior management with those of the holders of the Common Stock.
Deductibility of Executive Compensation
Section 162(m) of the Code generally limits the tax deductibility of compensation in excess of $1,000,000 per year paid by a public company to its “covered employees.” Prior to federal tax reform enacted in December 2017, Section 162(m) included an exception to this limitation on deductibility for qualifying “performance-based compensation” (as defined under applicable tax
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regulations). The Committee considers deductibility as one factor when making a decision regarding executive compensation. 2018 performance-based annual incentive bonuses and performance-based equity compensation paid under the shareholder-approved LTIP and Executive Bonus Plan were structured in a manner intended to constitute qualifying “performance-based compensation” under Section 162(m).
Under the new tax legislation, for taxable years beginning after December 31, 2017, there is no longer an exception to the deductibility limit for qualifying “performance-based compensation” unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not materially modified afterwards (the scope of which is currently uncertain). Also under the new legislation, the definition of “covered employees” has been expanded to include a company’s chief financial officer, in addition to the chief executive officer and three other most highly paid executive officers. Any individual who has been a “covered employee” in any taxable year beginning after December 31, 2016 remains a covered employee in all future years.
The Committee continues to evaluate the changes to Section 162(m) and retains the ability to provide compensation that exceeds deductibility limits as it determines appropriate, including to recognize performance, meet market demands and retain key executives.
Employment Contracts
As a general matter, all Company employees are employed on an “at-will” basis, and the Company does not enter into employment agreements except as may be customary in regions outside of the United States.
Mr. Hartman’s Compensation Arrangements
Effective November 9, 2014, the Company entered into a letter agreement with Mr. Hartman, outlining the terms of his employment as President and CEO of the Company (the “CEO Employment Letter”). The CEO Employment Letter provides Mr. Hartman with a minimum base salary of $710,000 and a target bonus equal to 100% of his annual base salary. The CEO Employment Letter also provides that Mr. Hartman is subject to certain restrictive covenants, including confidentiality and non-disparagement covenants, and two-year post-termination restrictions on competition and solicitation of the Company’s customers and employees. Additionally, as outlined in the CEO Employment Letter, Mr. Hartman participates in the Executive Severance Plan as described below.
Mr. Hartman was awarded an equity grant on February 24, 2015 (“CEO Performance Award”) in the form of PSUs under the LTIP. The CEO Performance Award provides for a target number of 100,000 PSUs, with the actual number of PSUs earned ranging from 0% to a maximum of 200% of target depending on the Company’s total shareholder return relative to the S&P 1500 Health Care Equipment Select Index over the performance period of January 1, 2015 to December 31, 2019:
Relative Performance | Percentage of Target Units Earned |
+15.8% above index | 200% |
+11.0% above index | 150% |
+8.2% above index | 125% |
+5.7% above index | 100% |
+3.6% above index | 75% |
+2.0% above index | 50% |
Below +2.0% above index | 0% |
The PSUs will be earned, in three separate tranches, subject to adjustment from 0% to 200% based on the Company’s performance as of each of the three vesting dates: (1) 20,000 PSUs (at target) on December 31, 2017, (2) 20,000 PSUs (at target) on December 31, 2018 and (3) 100,000 PSUs (at target) on December 31, 2019, less the number of PSUs paid out based on actual performance in respect of earlier vesting dates. Mr. Hartman did not earn any portion of the 20,000 PSUs as of December 31, 2018, or the 20,000 as of December 31, 2017. In general, Mr. Hartman must remain employed through the applicable vesting date in order to receive payment in respect of earned PSUs. If Mr. Hartman becomes disabled or dies during the performance period, unvested PSUs will immediately become vested on a pro rata basis measured based on the number of months completed from January 1, 2015 until the termination date, relative to 60 months, with the number of vested PSUs deemed to be earned based on the level of actual performance achieved through the termination date.
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Upon a “change in control” of the Company (as defined in the CEO Performance Award agreement), outstanding unvested PSUs will be deemed to be earned based on the level of performance actually achieved through the change in control date. In order to balance the risks of an outsized payment for a change in control occurring early in the performance period and take into account Mr. Hartman’s influence on the Company’s stock price, the number of PSUs earned is subject to downward adjustment for a change in control prior to the fifth year of the performance period, with the magnitude of the adjustment based on the change in control price, as follows:
Percentage of Units Earned for a Change in Control (within the following periods after commencement of the Performance Period): | ||||||||||
Price at Change in Control Date | 0-12 months | 13-24 months | 25-36 months | 37-48 months | 49-60 months | |||||
$60 or less | 20% | 40% | 60% | 80% | 100% | |||||
$60-$80 | 30% | 40% | 60% | 80% | 100% | |||||
$80-$105 | 45% | 50% | 60% | 80% | 100% | |||||
Above $105 | 60% | 60% | 60% | 80% | 100% | |||||
Earned PSUs will not automatically vest on a change in control, but will remain outstanding and continue to vest, subject to Mr. Hartman’s continued employment, upon the vesting dates described above, or earlier upon a termination of Mr. Hartman’s employment by the Company other than for “cause” or by Mr. Hartman for “good reason” (each as defined in the award agreement) within two years following the change in control.
The goal of the CEO Performance Award was to present Mr. Hartman with the opportunity to earn a superior payment for superior Company performance based on the Company’s total shareholder return relative to a peer index. The Company’s stock price performance is measured against total shareholder return over a five-year performance period, in order to motivate longer-term performance and provide incentives for Mr. Hartman to remain with the Company. The five-year period is balanced by opportunities to earn awards after the third and fourth years of the performance period to drive shorter-term business objectives.
Total shareholder return, compared to an index of our industry peers, was selected by the Compensation Committee as the CEO Performance Award’s sole performance measure in order to provide strong alignment with shareholder interests and permit multi-year performance measurement without the need to establish multi-year goals. A rigorous payout schedule was established, so that substantial outperformance is required in order to earn awards above target levels. No PSUs will be earned unless the Company’s total shareholder return exceeds the S&P 1500 Health Care Equipment Select Index by at least 2.0%, and in order for Mr. Hartman to earn the maximum number of PSUs, our total shareholder return for the performance period must exceed the index by 15.8%.
As of December 31, 2018, the Company’s actual performance based on total shareholder return (12.4%) relative to the S&P 1500 Health Care Equipment Select Index (16.6%) is below the threshold level required for Mr. Hartman to earn any portion of his PSUs.
Executive Severance Plan
The Company maintains an executive severance plan (the “Executive Severance Plan”) in which all of the NEOs as of December 31, 2018 participated. The CEO’s benefit under the Executive Severance Plan is two (2.0) times salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned for a non-change in control involuntary termination and three (3.0) times salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned for a change in control involuntary termination. The CFO's benefit under the plan is one and one-half (1.5) times salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned for a non-change in control involuntary termination and two and one-half (2.5) times salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned for a change in control involuntary termination. Each other NEO’s severance benefit is one (1.0) times salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned for a non-change in control involuntary termination without cause or for good reason and two (2.0) times salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned level for a change in control involuntary termination without cause or for good reason.
For purposes of the Executive Severance Plan, “Cause” generally means the NEO’s willful and continued failure to substantially perform his duties or willfully engaging in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company or its affiliates. “Good Reason” generally includes any material and adverse change in the NEO’s duties, responsibilities, titles or offices with the Company, a material reduction in the rate of annual base salary or annual target bonus
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opportunity, or any requirement that the NEO be based more than 50 miles from the office where he is located. “Change in Control” generally means a change in the majority combined voting power of the Company (other than transactions involving related parties), the shareholders approve a plan of complete liquidation or dissolution of the Company, or a sale of all or substantially all of the Company’s assets. Change in Control benefits apply for involuntary terminations without Cause or for Good Reason within the two (2) year period following a Change in Control. The Executive Severance Plan also contains certain restrictive covenants, including a non-disparagement covenant and one-year post-termination restrictions on competition and solicitation of the Company’s customers and employees.
The Compensation Committee periodically reviews the Executive Severance Plan as part of its overall review of the executive compensation program. No changes were required for 2018.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee,
Dirk M. Kuyper (Chair) | Charles M. Farkas |
Martha Goldberg Aronson | Jerome J. Lande |
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SUMMARY COMPENSATION TABLE
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||
Name and Principal Position | Year | Salary1($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4($) | Non-Equity Incentive Plan Compensation5 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation6 ($) | Total | ||||||||||||||||||||||||
Curt R. Hartman – | 2018 | $ | 790,917 | $ | — | $ | — | $ | 2,618,000 | $ | 1,081,060 | $ | — | $ | 102,399 | $ | 4,592,376 | ||||||||||||||||
President & Chief | 2017 | $ | 753,237 | $ | — | $ | — | $ | 1,602,641 | $ | 554,950 | $ | — | $ | 91,536 | $ | 3,002,364 | ||||||||||||||||
Executive Officer | 2016 | $ | 710,000 | $ | — | $ | 358,830 | $ | 1,477,300 | $ | 506,230 | $ | — | $ | 37,828 | $ | 3,090,188 | ||||||||||||||||
Todd W. Garner – Executive Vice President and Chief Financial Officer | 2018 | $ | 423,390 | $ | — | $ | 404,880 | $ | 571,680 | $ | 377,363 | $ | — | $ | 74,430 | $ | 1,851,743 | ||||||||||||||||
Patrick J. Beyer – | 2018 | $ | 384,710 | $ | — | $ | — | $ | 852,720 | $ | 273,551 | $ | — | $ | 115,232 | $ | 1,626,213 | ||||||||||||||||
President, CONMED | 2017 | $ | 392,966 | $ | 23,713 | $ | — | $ | 573,990 | $ | 156,523 | $ | — | $ | 79,183 | $ | 1,226,375 | ||||||||||||||||
International7 | 2016 | $ | 341,625 | $ | — | $ | 115,623 | $ | 480,557 | $ | 127,704 | $ | — | $ | 62,580 | $ | 1,128,089 | ||||||||||||||||
Nathan Folkert – Vice President & | 2018 | $ | 362,839 | $ | — | $ | — | $ | 523,600 | $ | 241,514 | $ | — | $ | 24,128 | $ | 1,152,081 | ||||||||||||||||
General Manager, | 2017 | $ | 356,446 | $ | — | $ | 67,088 | $ | 362,520 | $ | 111,181 | $ | — | $ | 22,368 | $ | 919,603 | ||||||||||||||||
U.S. Orthopedics | 2016 | $ | 352,827 | $ | — | $ | 79,740 | $ | 330,220 | $ | 128,568 | $ | — | $ | 115,646 | $ | 1,007,001 | ||||||||||||||||
Stanley W. (Bill) Peters – | 2018 | $ | 359,207 | $ | — | $ | — | $ | 478,720 | $ | 266,599 | $ | — | $ | 112,100 | $ | 1,216,626 | ||||||||||||||||
Vice President & General Manager, | 2017 | $ | 355,701 | $ | — | $ | — | $ | 332,310 | $ | 110,817 | $ | — | $ | 39,653 | $ | 838,481 | ||||||||||||||||
U.S. Advanced Surgical | 2016 | $ | 341,603 | $ | 8,584 | $ | 67,779 | $ | 284,163 | $ | 127,736 | $ | — | $ | 43,108 | $ | 872,973 | ||||||||||||||||
(1) | Salary reflects actual salary earned. Salary levels are adjusted annually, typically in March. Accordingly, any salary levels listed in the Compensation Discussion and Analysis (the “CD&A”) may not match amounts actually paid during the course of the year. In addition, the Company paid employees on a weekly basis (in arrears) until 2017 transitioning to a semi-monthly (current) payroll cycle in January 2017. As a result of the change in the payroll cycle, employees, including our NEOs, were paid for the last week of December 2016 and also received a semi-monthly salary in January 2017, resulting in 53 weeks of base salary pay in 2017. |
(2) | No NEO received a discretionary bonus during 2018. |
(3) | Amounts in this column reflect the grant date fair value of RSUs in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 8, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2018 Annual Report on Form 10-K (available at http://www.conmed.com). |
(4) | Amounts in this column reflect the grant date fair value of stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 8, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2018 Annual Report on Form 10-K. |
(5) | Non-Equity Incentive Plan Compensation represents earnings under the Company’s Executive Bonus Plan and is calculated as a percentage of each NEO’s Salary (as defined in the CD&A). See “Executive Bonus Plan Performance Goals for 2018” on page 21 in the CD&A for an additional discussion of 2018 annual incentive payments under the Company’s Executive Bonus Plan. |
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(6) | All 2018 Other Compensation consists of the following: |
401(k) Employer Contributions(a) | Benefit Restoration Plan Employer Contributions(b) | Certain Other Payments(c) | Total All Other Compensation | ||||||||||||
Curt R. Hartman | $ | 18,500 | $ | 83,076 | $ | 823 | $ | 102,399 | |||||||
Todd W. Garner | $ | 11,925 | $ | — | $ | 62,505 | $ | 74,430 | |||||||
Patrick J. Beyer | $ | — | $ | — | $ | 115,232 | $ | 115,232 | |||||||
Nathan Folkert | $ | 18,500 | $ | — | $ | 5,628 | $ | 24,128 | |||||||
Stanley W. (Bill) Peters | $ | 8,250 | $ | 20,802 | $ | 83,048 | $ | 112,100 | |||||||
(a) | Amounts represent 2018 Company contributions to employee 401(k) plan accounts on the same terms offered to all other employees. |
(b) | Amounts represent 2018 Company contributions to the Benefits Restoration Plan (“BRP”). |
(c) | Certain other payments include relocation expenses of $62,505 for Mr. Garner in connection with his relocation to Utica, New York. For Mr. Beyer, such payments include retirement plan payments of $99,949 for participation in a program designed to compensate him in a similar fashion as the BRP in accordance with practices in the UK, and payments of $15,283 in respect of his car allowance. For Mr. Folkert, such payments include $5,628 in costs associated with attending a sales force award trip in 2018. For Mr. Peters, such payments include relocation expenses of $75,958 in connection with his relocation to Denver, Colorado and $7,090 in costs associated with attending a sales force award trip in 2018. All other compensation does not include the costs for health insurance, long-term disability insurance, life insurance and other benefits generally available to other employees on the same terms as those offered to the officers listed above. |
(7) | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, all of his cash compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rates as of December 31, 2018, December 29, 2017 and December 30, 2016, respectively, (the last business day of the year) of £0.785, £0.738 and £0.811 to U.S. $1.00. If we had converted Mr. Beyer’s 2018 total compensation at the December 29, 2017 spot exchange rate, his total compensation would have been $1,675,682. |
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GRANTS OF PLAN-BASED AWARDS
The table below summarizes the estimated cash awards under the Executive Bonus Plan as well as equity compensation granted during 2018. Information regarding the terms of these awards can be found under the headings “Executive Bonus Plan” and “Annual Equity Compensation” in the CD&A.
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | ||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | Estimated Future Payouts Under Equity Incentive Plan Awards | ||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)2 | All Other Option Awards: Number of Securities Underlying Options (#)2 | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)3 | ||||||||||||||||||||||||||
Curt R. Hartman | 3/1/2018 | — | — | — | — | — | — | — | 175,000 | $ | 59.96 | $ | 2,618,000 | ||||||||||||||||||||||||
N/A | $ | 540,000 | $ | 800,000 | $ | 1,600,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Todd W. Garner | 1/2/2018 | — | — | — | — | — | — | 8,000 | — | — | $ | 404,880 | |||||||||||||||||||||||||
1/2/2018 | — | — | — | — | — | — | — | 48,000 | $ | 50.61 | $ | 571,680 | |||||||||||||||||||||||||
N/A | $ | 159,375 | $ | 276,250 | $ | 552,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Patrick J. Beyer5 | 3/1/2018 | — | — | — | — | — | — | — | 57,000 | $ | 59.96 | $ | 852,720 | ||||||||||||||||||||||||
N/A | $ | 174,236 | $ | 232,315 | $ | 464,630 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Nathan Folkert | 3/1/2018 | — | — | — | — | — | — | — | 35,000 | $ | 59.96 | $ | 523,600 | ||||||||||||||||||||||||
N/A | $ | 150,150 | $ | 200,200 | $ | 400,400 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stanley W. (Bill) Peters | 3/1/2018 | — | — | — | — | — | — | — | 32,000 | $ | 59.96 | $ | 478,720 | ||||||||||||||||||||||||
N/A | $ | 148,913 | $ | 198,550 | $ | 397,100 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
(1) | Non-Equity Incentive Compensation represents earnings under the Company’s Executive Bonus Plan. The threshold, target and maximum compensation for all NEOs is a percentage of Salary (as defined in the CD&A) at December 31, 2018. The compensation is based on financial factors as well as individual goals as further described in the Executive Bonus Plan section of the CD&A. During 2018, Mr. Hartman, Mr. Garner, Mr. Beyer, Mr. Folkert and Mr. Peters earned non-equity incentive compensation equal to 135%, 89%, 71%, 66% and 74%, respectively, of their base salaries. |
(2) | The amounts shown in column (i) represent the total inducement RSUs granted to Mr. Garner upon his appointment as the Executive Vice President & Chief Financial Officer. RSU awards granted as of January 2, 2018 vest annually over a period of four years. The amounts shown in column (j) represent the total stock options awarded to the NEOs. Stock option awards granted as of January 2, 2018 for Mr. Garner's inducement grant and March 1, 2018 for all other NEOs vest annually over a period of five years. |
(3) | Amounts in this column reflect the grant date fair value of RSUs and stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 8, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2018 Annual Report on Form 10-K. |
(4) | During 2018, all NEOs earned RSUs and/or stock options as reported in the “Stock Awards” and “Option/SAR Awards” columns of the Summary Compensation Table. |
(5) | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his non-equity incentive plan compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 31, 2018 (the last business day of the year) of £0.785 to U.S. $1.00. |
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Material terms related to the NEOs’ compensation are described in the CD&A, footnotes to the Summary Compensation Table, Grants of Plan-Based Awards table and under the section “Potential Payments on Termination or Change-in-Control”.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||
Option Awards11 | Stock Awards | |||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)12 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||
Curt R. Hartman | — | — | — | — | — | — | — | 100,000 | 1 | $6,420,000 | ||||||||||||||||||||||
88,980 | 59,320 | 2 | — | $51.30 | 2/27/2025 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | — | 1,950 | 3 | $125,190 | — | — | |||||||||||||||||||||||
68,000 | 102,000 | 4 | — | $39.87 | 3/1/2026 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | — | 4,500 | 5 | $288,900 | — | — | |||||||||||||||||||||||
31,830 | 127,320 | 6 | — | $41.93 | 3/1/2027 | — | — | — | — | |||||||||||||||||||||||
— | 175,000 | 7 | — | $59.96 | 3/1/2028 | — | — | — | — | |||||||||||||||||||||||
Todd W. Garner | — | 48,000 | 8 | — | $50.61 | 1/2/2028 | — | — | — | — | ||||||||||||||||||||||
— | — | — | — | — | 8,000 | 9 | $513,600 | — | — | |||||||||||||||||||||||
Patrick J. Beyer | 30,420 | 20,280 | 2 | — | $51.30 | 2/27/2025 | — | — | — | — | ||||||||||||||||||||||
— | — | — | — | — | 675 | 3 | $43,335 | — | — | |||||||||||||||||||||||
22,120 | 33,180 | 4 | — | $39.87 | 3/1/2026 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | — | 1,450 | 5 | $93,090 | — | — | |||||||||||||||||||||||
11,400 | 45,600 | 6 | — | $41.93 | 3/1/2027 | — | — | — | — | |||||||||||||||||||||||
— | 57,000 | 7 | — | $59.96 | 3/1/2028 | — | — | — | — | |||||||||||||||||||||||
Nathan Folkert | 11,087 | 22,800 | 4 | — | $39.87 | 3/1/2026 | — | — | — | — | ||||||||||||||||||||||
— | — | — | — | — | 1,000 | 5 | $64,200 | — | — | |||||||||||||||||||||||
6,904 | 28,800 | 6 | — | $41.93 | 3/1/2027 | — | — | — | — | |||||||||||||||||||||||
— | 35,000 | 7 | — | $59.96 | 3/1/2028 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | — | 1,200 | 10 | $77,040 | — | — | |||||||||||||||||||||||
Stanley W. (Bill) Peters | 18,000 | 12,000 | 2 | — | $51.30 | 2/27/2025 | — | — | — | — | ||||||||||||||||||||||
— | — | — | — | — | 400 | 3 | $25,680 | — | — | |||||||||||||||||||||||
13,080 | 19,620 | 4 | — | $39.87 | 3/1/2026 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | — | 850 | 5 | $54,570 | — | — | |||||||||||||||||||||||
6,600 | 26,400 | 6 | — | $41.93 | 3/1/2027 | — | — | — | — | |||||||||||||||||||||||
— | 32,000 | 7 | — | $59.96 | 3/1/2028 | — | — | — | — | |||||||||||||||||||||||
(1) | Mr. Hartman was granted 100,000 PSUs on February 24, 2015. The PSUs will be earned, in three separate tranches, subject to adjustment from 0% to 200% based on the Company’s performance as of each of the three vesting dates: (1) 20,000 PSUs (at target) on December 31, 2017, (2) 20,000 PSUs (at target) on December 31, 2018 and (3) 100,000 PSUs (at target) on December 31, 2019, less the number of PSUs paid out based on actual performance in respect of earlier |
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vesting dates. As of December 31, 2018, the Company’s actual performance is below threshold level of achievement required for any of the PSUs to be earned. The amount above is recorded at target.
(2) | Schedule to vest in equal installments of 29,660, 10,140 and 6,000 shares per year for Mr. Hartman, Mr. Beyer and Mr. Peters, respectively, on March 1, 2019 and March 1, 2020. |
(3) | Scheduled to vest on March 1, 2019. |
(4) | Scheduled to vest in equal installments of 34,000, 11,060, 7,600 and 6,540 shares per year for Mr. Hartman, Mr. Beyer, Mr. Folkert and Mr. Peters, respectively, on March 1, 2019, March 1, 2020 and March 1, 2021. |
(5) | Scheduled to vest in equal installments of 2,250, 725, 500 and 425 shares per year for Mr. Hartman, Mr. Beyer, Mr. Folkert and Mr. Peters, respectively, on March 1, 2019 and March 1, 2020. |
(6) | Scheduled to vest in equal installments of 31,830, 11,400, 7,200 and 6,600 shares per year for Mr. Hartman, Mr. Beyer, Mr. Folkert and Mr. Peters, respectively, on March 1, 2019, March 1, 2020, March 1, 2021 and March 1, 2022. |
(7) | Scheduled to vest in equal installments of 35,000, 11,400, 7,000, and 6,400, shares per year for Mr. Hartman, Mr. Beyer, Mr. Folkert and Mr. Peters, respectively, beginning on March 1, 2019 and each March 1st thereafter through 2023. |
(8) | Scheduled to vest in equal installments of 9,600 shares per year for Mr. Garner, beginning on January 2, 2019 and each January 2nd thereafter through 2023. |
(9) | Scheduled to vest in equal installments of 2,000 shares per year for Mr. Garner, beginning on January 2, 2019 and each January 2nd thereafter through 2022. |
(10) | Scheduled to vest in equal installments of 400 shares per year for Mr. Folkert on March 1, 2019, March 1, 2020 and March 1, 2021. |
(11) | All outstanding option awards are SARs or stock options. |
(12) | Value shown for unvested RSUs and PSUs is based on the December 31, 2018 (the last trading day of the year) closing stock price on the NASDAQ of $64.20. |
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OPTION EXERCISES AND STOCK VESTED
(a) | (b) | (c) | (d) | (e) | ||||||||||
Option Awards1 | Stock Awards3 | |||||||||||||
Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise2 ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting4 ($) | ||||||||||
Curt R. Hartman | — | $ | — | 4,200 | $ | 251,832 | ||||||||
Todd W. Garner | — | $ | — | — | $ | — | ||||||||
Patrick J. Beyer | — | $ | — | 1,400 | $ | 83,944 | ||||||||
Nathan Folkert | 4,409 | $ | 110,118 | 900 | $ | 53,964 | ||||||||
Stanley W. (Bill) Peters | — | $ | — | 825 | $ | 49,467 | ||||||||
(1) | Amount relates to SAR and option exercises during 2018. |
(2) | Calculated by multiplying the number of shares purchased by the difference between the exercise price of the SAR or option and the market price of the Common Stock on the date of exercise. |
(3) | Amount relates to the RSUs that vested during 2018. |
(4) | Calculated by multiplying the number of shares vested by the market price of the Common Stock on the date of vesting. |
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NON-QUALIFIED DEFERRED COMPENSATION
The table below shows the executive contributions, Company contributions and aggregate earnings related to deferred compensation for all NEOs during 2018. Effective January 1, 2010, the Company began offering a Benefits Restoration Plan to eligible employees, including all NEOs. This plan provides the opportunity to defer receipt of up to 50% of base salary and up to 100% of annual cash incentive compensation and to receive 7% matching contributions from the Company that would otherwise be unavailable under our 401(k) plan because of limits imposed by the Code. Refer to the section “Retirement Benefits - Benefits Restoration Plan” in the CD&A for further details.
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Name | Executive Contributions in Last FY1 ($) | Registrant Contributions in Last FY2 ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||
Curt R. Hartman | $ | 374,395 | $ | 83,076 | $ | (82,852 | ) | $ | — | $ | 1,241,611 | |||||||||
Stanley W. (Bill) Peters | $ | 20,000 | $ | 20,802 | $ | (17,082 | ) | $ | — | $ | 224,293 | |||||||||
(1) | Executive contributions related to the Benefit Restoration Plan were included in earnings in 2018. |
(2) | Registrant contributions related to the Benefit Restoration Plan were included in earnings in 2018. |
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POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
TERMINATION/NO CHANGE IN CONTROL
The table below represents the payments the NEOs would receive if they were terminated by the Company without cause or resigned for good reason on December 31, 2018 and no change in control had occurred. The table assumes the termination by the Company without cause (as defined in the Executive Severance Plan) with respect to each NEO. No payments will be made, other than accrued benefits, if an NEO is terminated for cause or resigns without good reason.
Name | Salary Continuation or Severance ($)1 | ||
Curt R. Hartman | $ | 3,236,010 | |
Todd W. Garner | $ | 1,203,544 | |
Patrick J. Beyer2 | $ | 608,668 | |
Nathan Folkert | $ | 540,348 | |
Stanley W. (Bill) Peters | $ | 549,708 | |
(1) | For each NEO, amount represents the sum of the executive’s base salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned as of December 31, 2018 multiplied by the applicable severance multiple as defined in the Executive Severance Plan payable as a lump sum. The severance multiple is defined as two (2.0) for Mr. Hartman, one and one-half (1.5) for Mr. Garner and one (1.0) for each other NEO. |
(2) | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 31, 2018 (the last business day of the year) of £0.785 to U.S. $1.00. |
Under the terms of the Company’s equity award programs, the vesting date for all outstanding stock options, SARs and RSUs granted to any NEO would accelerate to the date of termination due to death or disability. In those circumstances, the value of equity awards vesting would be the same as described below for a termination in connection with a Change in Control. Upon disability or death, Mr. Hartman’s PSUs would immediately become vested on a pro rata basis measured based on the number of months completed from the beginning of the performance period. These PSUs would be payable based on actual achievement of the performance goals. Based on the Company’s total shareholder return relative to the S&P 1500 Healthcare Equipment Select Index as of December 31, 2018, no PSUs would be earned upon Mr. Hartman’s death or disability. Upon Mr. Hartman’s death or disability, if threshold level performance were achieved, the value of PSUs vesting would be $2,568,000; if target performance were achieved the value of PSUs vesting would be $5,136,000; and at maximum performance the value of PSUs vesting would be $10,272,000, in each case based on the Company’s stock price as of December 31, 2018 (the last business day of the year).
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TERMINATION/CHANGE IN CONTROL
The table below represents the earnings the NEOs would receive upon a qualifying termination in connection with a change in control on December 31, 2018 under the Executive Severance Plan and under the terms of the Benefits Restoration Plan as further described in the CD&A.
Name | Salary Continuation or Severance ($)1 | Intrinsic Value of Unvested Stock Awards ($)2 | Intrinsic Value of Unvested Options and SARs ($)2 | Value of Unvested Company BRP Contributions ($) | Total ($) | |||||||||||||||
Curt R. Hartman3 | $ | 4,542,240 | $ | 414,090 | $ | 6,824,304 | $ | 53,374 | $ | 11,834,008 | ||||||||||
Todd W. Garner | $ | 2,005,907 | $ | 513,600 | $ | 652,320 | $ | — | $ | 3,171,827 | ||||||||||
Patrick J. Beyer4 | $ | 1,157,618 | $ | 136,425 | $ | 2,326,073 | $ | — | $ | 3,620,116 | ||||||||||
Nathan Folkert | $ | 1,048,842 | $ | 141,240 | $ | 1,344,500 | $ | — | $ | 2,534,582 | ||||||||||
Stanley W. (Bill) Peters | $ | 1,064,490 | $ | 80,250 | $ | 1,355,763 | $ | 23,195 | $ | 2,523,698 | ||||||||||
(1) | Amount represents the sum of the executive’s base salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned as of December 31, 2018 multiplied by the applicable severance multiple. The severance multiple is defined as three (3.0) for Mr. Hartman, two and one-half (2.5) for Mr. Garner and two (2.0) for each other NEO. |
(2) | As described above under “CD&A – Annual Equity Awards”, unvested equity awards held by each NEO (other than Mr. Hartman’s PSU awards) are subject to accelerated vesting upon a qualifying termination in connection with a change in control. The intrinsic value of unvested equity awards is calculated by taking the product of (a) $64.20, which was the closing market price of our common stock as of December 31, 2018, (the last business day of the year) less the exercise price of any stock option or SAR, and (b) the number of stock awards subject to acceleration. See “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” for information on the awards and the unvested portion of such awards. |
(3) | The Intrinsic Value of Unvested Stock Awards disclosed for Mr. Hartman assumes no vesting of his outstanding PSU awards given the Company’s total shareholder return relative to the S&P 1500 Healthcare Equipment Select Index. Upon a change in control in connection with a qualifying termination, if threshold level performance were achieved, the value of PSUs vesting would be $2,568,000; if target performance were achieved the value of PSUs vesting would be $5,136,000; and at maximum performance the value of PSUs vesting would be $10,272,000, in each case based on the Company’s stock price as of December 31, 2018 (the last business day of the year). The terms of Mr. Hartman’s PSU awards are described in greater detail above under “Employment Contracts – Mr. Hartman’s Compensation Arrangements.” |
(4) | Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his salary continuation or severance is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 31, 2018 (the last business day of the year) of £0.785 to U.S. $1.00. |
(5) | No NEOs would receive any other accelerated or enhanced deferred compensation payments or benefits upon a change in control other than as described in this table. As described in the CD&A under “Retirement Benefits – Benefits Restoration Plan”, upon a change in control, the unvested portion of each NEO’s account will automatically become vested. |
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DIRECTOR COMPENSATION
The Company uses a mix of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors. Director compensation consists of a mix of an annual retainer and equity compensation for non-employee directors.
The Compensation Committee and the full Board of Directors generally review director fees at least every three years. As disclosed in last year’s Proxy Statement, The Compensation Committee reviewed the fees in 2018 with the assistance of Radford, the Compensation Committee’s compensation consultant. During 2018, Radford recommended that the Board consider increasing the cash compensation elements of the director compensation. The Compensation Committee and Board of Directors concluded, based on the Radford recommendation, to implement the following changes effective January 1, 2019: (i) to increase the cash retainer fee for non-employee directors from $45,000 per year, to $60,000 per year; and (ii) to increase the cash retainer for the Chairman of the Board from $90,000 per year to $110,000 per year. There were no changes to the director equity compensation. Directors receive equity with a Black Scholes valuation of $150,000 with a value ratio of 1:3 of stock options to RSUs, with the Chairman of the Board to receive equity awards with a total Black Scholes value of $200,000 with the same 1:3 value ratio of stock options to RSUs.
Cash Compensation Paid to Directors
For 2018, each director received cash fee compensation as described below:
Director Cash Fee Compensation Plan
Annual Retainer Total (Paid Quarterly) | |
Chairman (None if Executive Officer) | $90,000* |
Directors (Non-Executive only) | $45,000* |
Audit Committee Chair | $30,000 |
Audit Committee Member | $15,000 |
Governance/ Compensation Chair | $15,000 |
Governance/ Compensation Committee Member | $7,500 |
Strategy Committee Chair | $15,000 |
Strategy Committee Member | $7,500 |
*As of January 1, 2019, the Chairman’s annual retainer fee was increased to $110,000, and the non-executive Directors’ annual retainer was increased to $60,000.
Equity Compensation Awarded to Directors
In 2018, each non-employee director, other than Mr. Lande, received grants of approximately $150,000 which equated to 2,549 stock options and 1,629 RSUs, with the Chairman of the Board receiving grants of approximately $200,000 equating to 3,399 stock options and 2,172 RSUs, which, in each case, will vest on June 1, 2019. The 2018 awards were issued from the Amended and Restated 2016 Non-Employee Director Equity Compensation Plan. Mr. Lande, in order to comply with internal compensation requirements from Scopia Capital Management LP, Mr. Lande’s employer (and a shareholder of CONMED), was awarded no equity compensation in 2018.
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Director Compensation Table
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Option Awards ($)2 | Total ($) | ||||||||||||
Mark E. Tryniski | $ | 112,500 | $ | 149,933 | $ | 49,999 | $ | 312,432 | ||||||||
David Bronson | $ | 67,500 | $ | 112,450 | $ | 37,496 | $ | 217,446 | ||||||||
Brian P. Concannon | $ | 67,500 | $ | 112,450 | $ | 37,496 | $ | 217,446 | ||||||||
Charles M. Farkas | $ | 67,500 | $ | 112,450 | $ | 37,496 | $ | 217,446 | ||||||||
Martha Goldberg Aronson | $ | 60,000 | $ | 112,450 | $ | 37,496 | $ | 209,946 | ||||||||
Jo Ann Golden3 | $ | 30,000 | $ | — | $ | — | $ | 30,000 | ||||||||
Dirk M. Kuyper | $ | 67,500 | $ | 112,450 | $ | 37,496 | $ | 217,446 | ||||||||
Jerome J. Lande | $ | 60,000 | $ | — | $ | — | $ | 60,000 | ||||||||
John L. Workman | $ | 75,000 | $ | 112,450 | $ | 37,496 | $ | 224,946 | ||||||||
(1) | Cash fees paid to directors may not match the amounts listed in the Director Cash Fee Compensation Plan above due to changes in the committee assignments during the course of 2018. The fees earned or paid in cash with respect to Mr. Lande include amounts paid directly to Scopia Capital Management LP (“Scopia”) pursuant to the arrangement as further described below. |
(2) | Amounts in these columns reflect the grant date fair value of RSUs and stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 8, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2018 Annual Report on Form 10-K (available at http://www.conmed.com). |
(3) | Ms. Golden reached her limit of permitted service under the Company's Corporate Governance Principles, and, consequently did not stand for renomination for the 2018-2019 term. Ms. Golden's 2018 compensation consisted of the remaining payments for the 2017-2018 term. |
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Below is a summary of the stock options, SARs and RSUs outstanding for non-employee Directors as of December 31, 2018.
Name | Stock Option & SAR Awards Outstanding (#) | Stock Awards Outstanding (#) | ||
Mark E. Tryniski | 23,986 | 2,172 | ||
David Bronson | 12,614 | 1,629 | ||
Brian P. Concannon | 14,614 | 1,629 | ||
Charles M. Farkas | 13,614 | 1,629 | ||
Martha Goldberg Aronson | 11,614 | 1,629 | ||
Dirk M. Kuyper | 14,614 | 1,629 | ||
Jerome J. Lande | 2,000 | — | ||
John L. Workman | 12,614 | 1,629 | ||
Since the third quarter of 2016, at the request of Mr. Lande, in order to comply with internal compliance and compensation policies of Scopia, Mr. Lande’s employer (and a shareholder of CONMED), Mr. Lande’s cash director fees have been paid by the Company directly to Scopia. Other than redirecting Mr. Lande’s cash fees to Scopia, Mr. Lande’s cash fees are the same as the fees that any other director serving on the same committees would receive.
Director Stock Ownership Requirements and Hedging Policy
In order to give the directors a direct stake in the Company’s future and to directly align their interests with those long-term interests of the shareholders, effective July 31, 2009 (and subsequently amended effective December 31, 2013), the Company adopted guidelines to encourage outright share ownership by directors. The ownership guidelines require directors to own four times their annual board retainer fee. Any new directors will be required to be in compliance with these guidelines within five years of becoming subject to this policy. The following share types are included under these guidelines: shares directly owned, shares jointly owned, estimated net after tax shares of unvested RSUs and shares held in saving plan accounts. These ownership guidelines also contain a retention requirement for equity-based awards until such time as the minimum share ownership is achieved. A complete copy of these guidelines is available on the Company’s website in the investor relations section.
The Company also prohibits its directors from holding any derivatives other than those issued by the Company. The intention of this policy is to align the interests of the Board of Directors with those of the holders of the Common Stock.
All directors were in compliance with these guidelines as assessed as of December 31, 2018.
PAY RATIO
We are required by SEC rules adopted under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer.
During fiscal 2018, the principal executive officer of the Company was our President and Chief Executive Officer, Curt Hartman. For 2018, Mr. Hartman’s total annual compensation was $4,592,376 and for our median employee was approximately $31,727 resulting in an estimated pay ratio of 145:1.
We identified the median employee by using all 3,492 active employees and contractors of the Company and its consolidated subsidiaries (excluding Mr. Hartman) as of November 1, 2017, whether employed full-time, part-time or on a
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contractual basis. During 2018, we identified the median employee had terminated and therefore utilized a substitute employee with substantially similar compensation. We believe this is reasonable as there have been no changes to compensation or to the composition of our employees that would materially affect our pay ratio. For individuals hired prior to December 31, 2016, we used each applicable individual's taxable earnings as of December 31, 2016. For individuals hired after December 31, 2016, we used each applicable individual's non-annualized taxable earnings as of November 1, 2017 (the median employee determination date). Taxable earnings consisted of (A) base salary, (B) the target bonus, commission and/or management bonus paid during the period, (C) the estimated accounting value of any equity awards granted during the period, (D) other miscellaneous compensation items. Where applicable, currency of earnings was converted to U.S. dollars using an exchange rate as of our determination date.
After identifying our median employee, who is located in the U.S., in accordance with SEC rules we calculated 2018 annual total compensation for both the median employee and Mr. Hartman using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
BOARD OF DIRECTORS AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company’s Board of Directors, which is presently composed of David Bronson, Brian P. Concannon, Charles M. Farkas, Martha Goldberg Aronson, Curt R. Hartman, Dirk M. Kuyper, Jerome J. Lande, Mark E. Tryniski and John L. Workman, establishes the compensation plans and specific compensation levels for Mr. Hartman and for other executive officers through the Compensation Committee, and administers the Company’s equity incentive plans through the Compensation Committee.
In March 2003, the Audit Committee adopted a written charter specifying that it would pre-approve all transactions in which the Company is a participant and in which a related person has or will have a direct or indirect material interest, including without limitation any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships, other than related party transactions to any person or entity that are, individually or in the aggregate on an annual basis, less than $5,000. The charter requirement was incorporated into a policy in November 2003 under which requests for pre-approvals can be submitted to the Chair of the Audit Committee for pre-approval, with the Chair to report any such pre-approvals at the next scheduled meeting of the Audit Committee. Under the policy, such related-person transactions as further defined in the Company’s related-party policy must be approved or ratified by the Audit Committee. Further, any related-party transaction in which the projected spending is over $50,000 requires management to secure competitive bids to ensure that any proposal is reasonable with respect to costs. The Committee may also determine that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board. Related persons include any of our directors or executive officers and their family members.
In considering whether to approve or ratify any related-person transaction, the chair or Committee, as applicable, may consider all factors that they deem relevant to the transaction, including, but not limited to: the size of the transaction and the amount payable to or receivable from a related person; the nature of the interest of the related person in the transaction; the Company’s prior dealings, if any, with the related party; whether the transaction may involve a conflict of interest; and whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.
To identify related-person transactions, at least once a year all directors and executive officers of the Company are required to complete questionnaires seeking, among other things, disclosure with respect to such transactions of which such director or executive officer may be aware.
INSURANCE FOR DIRECTORS AND OFFICERS
The Company has entered into directors’ and officers’ insurance policies with Travelers Casualty and Surety Company of America, Federal Insurance Company, Illinois National Insurance Company, Liberty Insurance Underwriters Inc. and XL
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Specialty Insurance Co. covering the period from May 31, 2018 through May 30, 2019 at a total cost of $482,204 which covers directors and officers of the Company and its subsidiaries.
ANNUAL REPORT
The Company’s Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 is being mailed with this proxy statement to shareholders of record on April 5, 2019. The annual report does not constitute a part of the proxy soliciting material and is not deemed “filed” with the SEC.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of the Company’s Common Stock as of April 5, 2019, by each shareholder known by the Company to be the beneficial owner of more than 5% of its outstanding Common Stock, by each director and director nominee, by each of the NEOs and by all directors and executive officers as a group.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||
Patrick J. Beyer | 116,763 | * | ||
David Bronson | 23,649 | * | ||
Brian P. Concannon | 30,149 | * | ||
Charles M. Farkas | 29,117 | * | ||
Nathan Folkert | 41,391 | * | ||
Todd W. Garner | 11,129 | * | ||
Martha Goldberg Aronson | 19,149 | * | ||
Curt R. Hartman | 366,044 | * | ||
Dirk M. Kuyper | 29,149 | * | ||
Jerome J. Lande | 9,000 | * | ||
Stanley W. (Bill) Peters | 65,349 | * | ||
Mark E. Tryniski | 62,272 | * | ||
John L. Workman | 26,649 | * | ||
Directors and executive officers as a group (20 persons)(1) | 1,237,428 | 4.38 | ||
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 4,271,666 | 15.13 | ||
The Vanguard Group, Inc.(3) 100 Vanguard Blvd. Malvern, PA 19355 | 2,759,658 | 9.78 | ||
SMALLCAP World Fund, Inc.(4) 6455 Irvine Center Drive Irvine, CA 92618 | 1,789,162 | 6.34 | ||
Dimensional Fund Advisors LP(5) Building One 6300 Bee Cave Road Austin, TX 78746 | 1,640,062 | 5.81 | ||
Capital Research Global Investors(6) 333 South Hope Street Los Angeles, CA 90071 | 1,521,662 | 5.39 | ||
Champlain Investment Partners, LLC(7) 180 Battery St. Burlington, VT 05401 | 1,422,180 | 5.04 | ||
Unless otherwise set forth above, the address of each of the above listed shareholders is c/o CONMED Corporation, 525 French Road, Utica, New York 13502
* | Less than 1%. |
(1) | Includes 14,131 RSUs that will vest within 60 days held by the Directors, NEOs and the executive officers of the Company. As of April 5, 2019 the Company’s directors and executive officers as a group (20 persons) are the beneficial owners of 244,356 shares of Common Stock (excluding RSUs, Stock Options and SARs), which is approximately 0.87% of the Common Stock outstanding. |
(2) | An Amendment to Schedule 13G filed with the SEC by BlackRock, Inc. on January 24, 2019 indicates beneficial ownership of 4,271,666 shares of Common Stock by virtue of having sole voting power over 4,164,516 shares of Common Stock |
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and sole power to dispose of 4,271,666 shares of Common Stock in its role as investment advisor for certain funds.
(3) | An Amendment to Schedule 13G filed with the SEC by The Vanguard Group, Inc. on February 11, 2019 indicates beneficial ownership of 2,759,658 shares of Common Stock by virtue of having sole voting power over 35,071 shares of Common Stock, shared voting power over 3,335 shares of Common Stock, sole power to dispose of 2,724,017 shares of Common Stock and shared power to dispose of 35,641 shares of Common Stock. |
(4) | A Schedule 13G filed with the SEC by SMALLCAP World Fund, Inc. on February 14, 2019 indicates beneficial ownership of 1,789,162 shares of Common Stock. |
(5) | An Amendment to Schedule 13G filed with the SEC by Dimensional Fund Advisors LP on February 8, 2019 indicates beneficial ownership of 1,640,062 shares of Common Stock by virtue of having sole power to vote over 1,571,661 shares and sole power to dispose of 1,640,062 shares of Common Stock. |
(6) | A Schedule 13G filed with the SEC by Capital Research Global Investors on February 13, 2019 indicates beneficial ownership of 1,521,662 shares of Common Stock by virtue of having sole power to vote over 1,521,662 shares and sole power to dispose of 1,521,662 shares. |
(7) | An Amendment to Schedule 13G filed with the SEC by Champlain Investment Partners, LLC on February 13, 2019 indicates beneficial ownership of 1,422,180 shares of Common Stock by virtue of having sole power to vote over 983,425 shares and sole power to dispose of 1,422,180 shares of Common Stock. |
On April 5, 2019, the record date, there were 545 shareholders of record of the Company’s Common Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated by the Securities and Exchange Commission, the Company is required to identify, 16a-3(e) thereunder, each person who, at any time during its fiscal year ended December 31, 2018, was a director, officer or beneficial owner of more than 10% of the Company’s Common Stock that failed to file on a timely basis any such reports. Based solely on the review of the Forms 3, 4 and 5 and amendments thereto furnished to the Company and certain representations made to the Company, the Company believes that there were no late filings during 2018.
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Daniel S. Jonas 
Secretary
ConMed Corporation
525 French Road
Utica, New York 13502
Direct Dial (315) 624-3208
April 12, 2019
To: Owners of CONMED Stock Fund held in CONMED's Retirement Savings Plan
As described in the attached materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Shareholders of CONMED Corporation (the “Company”). We hope you will take advantage of the opportunity to direct the manner in which shares of the CONMED Common Stock Fund owned by you in the Retirement Savings Plan (the “Shares”) will be voted.
Enclosed with this letter is a voting instruction ballot, which will permit you to vote the Shares. The Proxy Statement and Annual Financials are available at www.investorvote.com/CNMD. After you have reviewed the Proxy Statement, we urge you to vote your Shares by marking, dating, signing and returning the enclosed voting instruction ballot, no later than May 13, 2019, to:
By Regular Mail: | By Overnight Delivery |
CONMED Corporation c/o Computershare Investor Services P.O. Box 505000 Louisville, KY 40233-5000 United States | CONMED Corporation c/o Computershare Investor Services 462 South 4th Street, Suite 1600 Louisville, KY 40202 United States |
Computershare will certify the totals to Fidelity Investments (“Fidelity”) for the purpose of having those shares voted by Fidelity.
We urge each of you to vote, as a means of participating in the governance of the affairs of the Company. If your voting instructions for the Shares are not received, the Shares will not be voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.
**Please note that the enclosed material relates only to those shares which you own under the Retirement Savings Plan. You will receive separate voting material for shares related to other plans that are voted independently from this ballot.
Sincerely,
/s/ Daniel S. Jonas
Daniel S. Jonas
Secretary
