GOVERNANCE CHARTERS AND DOCUMENTS

Merit Medical Systems, Inc. (Nasdaq: MMSI) is a worldwide designer, developer, manufacturer and marketer of medical devices used in interventional and diagnostic procedures.

 

COMMITTEE CHARTERS

Download Audit Committee Documentation     Audit Committee

Download Compensation Committee Documentation     Compensation and Talent Development Committee

Download Governance and Sustainability Committee Documentation     Governance and Sustainability Committee

Download Finance Committee Documentation     Finance Committee

Download Operating Committee Documentation     Operating Committee


GOVERNANCE DOCUMENTS

Download Code of Business Conduct and Ethics Documentation     Code of Business Conduct and Ethics

Download Code of Ethics for CEO and Senior Financial Officers Documentation     Code of Ethics for CEO and Senior Financial Officers

Download Corporate Governance Guidelines Documentation     Corporate Governance Guidelines

MERIT BOARD OF DIRECTORS

F Ann Millner - Merit Medical Board of DirectorsF. ANN MILLNER

Lead Independent Director

Director Since: July 2015
Committees: Compensation & Talent Development; Governance and Sustainability (Chair)
Other Public Boards: None
Education: B.S. (education), University of Tennessee; M.S. (allied health education and management), Southwest Texas State University; Ed.D (education administration), Brigham Young University; Completed medical technology program, Vanderbilt University

Career Highlights
– Regents Professor and Professor of Health Administrative Services at Weber State University, 2013 to present
– Member of the Utah State Senate (member of multiple committees and subcommittees), 2015 to present
– Member of Utah Governor’s Task Force on Educational Excellence, 2015 to present
– Member of Board of Trustees of Intermountain Healthcare (integrated healthcare system in Utah and Idaho), 2005 to present (serving as Vice Chair, 2017 to present)
– President of Weber State University, 2002 to 2012 (first female president of a Utah state university)
– Vice President of University Relations at Weber State University, 1993 to 2002
– Associate Dean of Continuing Education and Assistant Vice President of Community Partnerships at Weber State University, 1985 to 1993

Qualifications of Particular Relevance to Merit
The Board believes Dr. Millner’s qualifications to serve as a director of the Company include her executive leadership skills and her experience in the areas of organizational administration, operations and financial management, and business strategy. Those skills and experience have been particularly valuable to the Company in the course of Dr. Millner’s service as the Chair of our Governance Committee. During her service as the Chair of our Governance Committee, Dr. Millner has played a significant role in the development of our corporate governance practices and engagement with our shareholders.

A Scott Anderson - Merit Medical Board of DirectorsA. SCOTT ANDERSON

Director

Director Since: November 2011
Committees: Compensation & Talent Development (Chair); Governance and Sustainability
Other Public Boards: None
Education: B.A. (philosophy, economics), Columbia University; M.S. (economics, international studies), Johns Hopkins University

Career Highlights
– President and CEO of Zions First National Bank (commercial bank based in the intermountain U.S.), 1990 to present
– Member of Board of Trustees of Intermountain Healthcare (integrated healthcare system in Utah and Idaho), 2005 to present (Chair, 2012 to 2018)
– Director of the Federal Reserve Bank of San Francisco (Salt Lake City Branch), 2003 to 2008
– Chair of the American Bankers Association, 2021-2022; currently serves as Chair Emeritus

Qualifications of Particular Relevance to Merit
Mr. Anderson contributes to the Board’s deliberations more than 40 years of experience in the banking and financial services industries. The Board believes Mr. Anderson provides insight regarding national and international financial and credit markets, as well as lending practices, which are valuable as we continue to implement our growth strategy. Mr. Anderson also contributes extensive business and corporate governance experience to the strategic planning and operational discussions of the Board. Mr. Anderson’s business and corporate governance experience have been instrumental in the deliberations of our Compensation Committee, which he chairs, and the development of our executive compensation practices.

LONNY J. CARPENTER

Director

Director Since: June 2020
Committees: Compensation & Talent Development; Finance; Operating (Chair)
Other Public Boards: Novanta, Inc.
Education: B.S., United States Military Academy at West Point

Career Highlights
– Member of the Board of Directors of Novanta Inc., a manufacturer of precision photonic and motion control components and subsystems, 2018 to present
– Member of the Board of Directors of Orchid Orthopedics Solutions (a privately-owned orthopedic medical device outsourcing company), 2019 to present
– Member of the Board of Directors of The Boler Company, (a privately-owned auto part manufacturing company), 2019 to present
– Group President, Global Quality and Business Operations of Stryker Corporation (Stryker), 2016 to 2019
– Group President, Global Quality and Operations of Stryker, 2011 to 2016
– President, Instruments and Medical Division of Stryker, 2006 to 2008
– Captain in the U.S. Army and helicopter pilot having served in leadership roles for the 101st Airborne Division

Qualifications of Particular Relevance to Merit
The Board believes Mr. Carpenter’s broad business background in setting enterprise-wide direction, experience in quality, manufacturing, procurement and logistics strategies from his tenure at Stryker will provide the Board with practical, real-world knowledge and guidance and will strengthen the Company’s efficiency and cost-reduction initiatives.

Rear Admiral Stephen Evans - Board of DirectorsREAR ADMIRAL (RET.) STEPHEN C. EVANS

Director

Director Since: 2021
Committees: Audit; Compensation & Talent Development
Other Public Boards: Alarm.com Holdings, Inc.
Education: M.A., U.S. Naval War College (National Security Affairs); B.A., The Citadel

Career Highlights
– Served in the United States Navy, leading US and Coalition forces around the world, before retiring in 2020. During more than 20 years of service in the United States Navy, Admiral Evans held a variety of leadership positions, including Senior Advisor to the Secretary of the Navy, Deputy U.S. Military Representative, NATO Military Committee; Commander, George H. W. Bush Carrier Strike Group; and Commander, Naval Service Training Command.
– Served on diplomatic missions in over 64 countries, delivering results in international diplomacy and military relations to establish enduring, productive global partnerships.
– Commanded U.S. naval forces in six operational theaters.
– Served in a senior strategic advisory role to the 75th Secretary of the Navy.
– Represented the U.S. in deliberations and actions of NATO, providing counsel to Heads of State in Europe and around the world.

Qualifications of Particular Relevance to Merit
Admiral Evans possesses extensive experience in handling complex, international relationships. His prior leadership experiences, particularly within the last two decades, involved extensive cybersecurity oversight, and he has broad experience in anticipating and identifying cyber risks and digital vulnerabilities. Admiral Evans’ cybersecurity experience is of particular importance to the Company as we seek to secure our information technology and build secure and effective information systems and to assess and mitigate potential cybersecurity risk.

DAVID K. FLOYD

Director

Director Since: June 2020
Committees: Governance and Sustainability; Operating
Other Public Boards: None
Education: B.S., Grace College

Career Highlights
– Chairman of the Board at Corin Group (a private global technology orthopaedic company), 2020 to present
– Member of the Board of Directors of Health Outcomes Performance Company (a privately-owned company focused on transforming the patient care experience and improving the practice of medicine), 2020 to present
– Advisor to Bain & Company (a private global management consulting services firm), 2019 to 2022.
– Group President of Stryker, 2012 to 2019
– U.S. President and Worldwide President of Johnson & Johnson’s DePuy Orthopaedics, 2007 to 2011
– Senior Advisor to Permira, a global private equity firm, beginning 2023

Qualifications of Particular Relevance to Merit
Mr. Floyd possesses more than 35 years of experience as a leader in the life sciences industry, including serving as president and CEO of several leading medical technology companies. Additionally, the Board believes Mr. Floyd’s nearly 20 years of general management experience would provide the Board with expertise on a broad range of matters, including mergers and acquisitions, global business and operations and product commercialization.

Thomas Gunderson - Merit Medical Board of DirectorsTHOMAS J. GUNDERSON

Director

Director Since: May 2017
Committees: Audit; Finance (Chair)
Other Public Boards: None
Education: B.A. (biology focus), Carleton College; M.S. (cell biology), University of Minnesota; M.B.A., University of St. Thomas Opus College of Business

Career Highlights
– Chair of the Board of Directors of the Minneapolis Heart Institute Foundation, 2015 to 2020, and continues to serve in the capacity of Immediate Past Chairman
– Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute, 2016 to present
– Member of American Heart Association Science and Technology Accelerator Committee, 2015 to 2017
– Managing Director and senior research analyst at Piper Jaffray (focus on medical technology companies), 1992 to 2016
– Project Director at American Medical Systems (private medical device company acquired by Pfizer in 1983), 1979 to 1992
– Recognized by several industry publications, including the Wall Street Journal, Institutional Investor, First Call, Thomson Reuters, and Medical Device and Diagnostic Industry (e.g., in 1996 and 2000, he was named an All-Star Analyst for medical stocks by the Wall Street Journal and in 2014, Thomson-Reuters named him “Top Stock Picker” in the medical technology sector)

Qualifications of Particular Relevance to Merit
Mr. Gunderson provides the Board with more than 25 years of substantive experience in the medical device industry, with a seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, as well as a keen understanding of the Company’s competitive position within its industry. Mr. Gunderson also contributes a strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities. Mr. Gunderson’s financial background and industry experience have been beneficial in his service as the Chair of our newly-established Finance Committee.

Laura KaiserLAURA S. KAISER

Director

Director Since: May 2022
Committees: Governance and Sustainability; Operating
Other Public Boards: None
Education: B.S. (health sciences management), University of Missouri; M.B.A., Saint Louis University; Masters of Health Administration, Saint Louis University

Career Highlights
– President and Chief Executive Officer of SSM Health, an integrated multi-state health system with more than 40,000 employees and 23 hospitals, 2017 to present
– Chairperson, Catholic Health Association of the United States, representing more than 600 hospitals and 1,600 long-term care and other health facilities in all 50 states, 2018 – present
– Board Director and Vice Chair, Enterprise Strategy Committee for Joint Commission Resources, an international accrediting and consulting organization, 2021 – present
– Served on the Board of Directors for Nuance Communications, a multinational computer technology company acquired by Microsoft Corporation, 2017-2022
– Previously served as the Chief Operating Officer of Intermountain Health, an integrated multi-state health system with 24 hospitals
– Named one of the “100 Most Influential People in Healthcare” by Modern Healthcare for the past five years

Qualifications of Particular Relevance to Merit
Ms. Kaiser is a seasoned executive with more than 35 years of experience in the healthcare industry. The Board believes her senior leadership experience in healthcare and her consistent delivery of operational results, strategic expertise, market growth and innovative partnerships with organizations such as Stanford University, United Health Group/Optum and Costco, will enable her to provide valuable industry and organizational perspective to the Board and the Company’s management team. The Board also believes Ms. Kaiser’s deep industry experience will allow her to provide insight regarding merger and acquisition opportunities and transactions, regulatory initiatives and compliance, and governmental policies.

Fred Lampropoulos - Board of Directors - Merit MedicalFRED LAMPROPOULOS

Founder, Chairman of the Board, CEO

Director Since: July 1987
Committees: Operating
Other Public Boards: None

Career Highlights
– Chair of the Board, CEO and President of the Company since its formation in 1987
– Chair of the Board and President of Utah Medical Products, Inc. (medical device manufacturer), 1983 to 1987
– Filed more than 200 domestic and international patents and applications on medical devices
– Serves on several community and advisory boards
– Recipient of numerous community and industry awards, including 2003 and 2018 Utah Governor’s Medal for Science and Technology

Qualifications of Particular Relevance to Merit
The Board believes the Company benefits immensely from Mr. Lampropoulos’ experience as founder, President and Chief Executive Officer. He plays an essential role in communicating the expectations, advice, concerns and encouragement of the Board to our employees. Mr. Lampropoulos has a deep knowledge and understanding of the Company, as well as the industry and markets in which our products compete. Mr. Lampropoulos also performs an essential function as the Chair of the Board, providing decisive leadership and direction to the activities and deliberations of the Board. The Board also believes Mr. Lampropoulos’ leadership, drive and determination are significant factors in our growth and development and continue to be tremendous assets to the Company and its shareholders.

Michael McDonnell - Merit Medical Board of DirectorsMICHAEL R. MCDONNELL

Director

Director Since: May 2022
Committees: Audit; Finance
Other Public Boards: None
Education: B.S. (accounting), Georgetown University

Career Highlights
– Chief Financial Officer of Biogen Inc, a multinational Nasdaq-listed company engaged in discovering, developing, and delivering therapies for people living with serious and complex diseases, 2020 to present
– Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc., a global provider of advanced analytics, technology solutions and contract research services to the life sciences industry, 2015-2020
– Executive Vice President and Chief Financial Officer of Intelsat, a global provider of satellite services, 2008-2015
– Chief Operating Officer (2006-2008) and Chief Financial Officer (2004-2008) of MCG Capital Corporation, a publicly-held commercial finance company, 2004-2008
– Chief Financial Officer of EchoStar Communications Corporation (d/b/a Dish Network), a publicly-held satellite television provider
– Partner (1996 to 2000) and other positions (1986 to 1996) of PricewaterhouseCoopers, LLP, an international professional services firm, 1986-2000
– Director of Catalyst Health Solutions, Inc., a publicly-held pharmacy benefits management company, 2005-2012
– Certified public accountant

Qualifications of Particular Relevance to Merit
Mr. McDonnell is a financial executive with more than 35 years of experience providing financial and accounting advice and oversight to life science and technology companies. The Board believes Mr. McDonnell’s depth of understanding of financial management, accounting principles and practices, capital markets and financing transactions strengthens the Board’s oversight of the Company’s finance and accounting policies, procedures and practices. The Board also believes Mr. McDonnell’s industry experience enables him to contribute to the Board’s evaluation and oversight of merger and acquisition and capital funding transactions, as well as the Company’s investor relations and shareholder outreach efforts.

Lynne Ward - Merit Medical Board of DirectorsLYNNE N. WARD

Director

Director Since: August 2019
Committees: Audit (Chair); Governance and Sustainability; Finance
Other Public Boards: None
Education: B.S. Accounting, University of Utah
Certified Public Accountant

Career Highlights
– Executive Director, my529 (formerly known as the Utah Educational Savings Plan), offering municipal fund securities, 2004 to 2019. Underlying investments were with Vanguard, Dimensional, PIMCO, Sallie Mae Bank and U.S. Bank.
– Member of the University of Utah’s Investment Advisory Committee, 2018 to present
– Member of the Board of Directors of the Blue Healthcare Bank, 2007 to 2009
– Member of the Board of Directors of Stampin’ Up!, 2010 to 2016
– Utah Chapter NACD Board of Directors, 2017 to present
– Walker Institute at Weber State University board of directors, 2012 to present
– Senior leader and advisor to Utah governors Olene S. Walker and Michael O. Leavitt
– Senior leader for Utah state government’s central accounting office and State Auditor’s Office

Qualifications of Particular Relevance to Merit
Ms. Ward demonstrated her diverse skills by creating and leading my529’s rapid growth of $950 million to $14 billion assets under management. The Board believes her high standards, strategic foresight and business development fueled the growth. Her cost management, and investment and marketing innovations of a highly regulated product led to year-over-year Gold ratings from Morningstar. The Board believes Ms. Ward has strong career experiences, including financial oversight capabilities and leadership of a rapidly growing organization. The Board believes her contributions will strengthen the Company’s strategic direction while encouraging operational excellence.

COMMITTEES AND MEMBERS

Here is a summary of our Board of Director’s committee structure and membership information. To read more about any of the committees, click on the committee names.

 
Lynne N. Ward — Chair
Stephen C. Evans
Thomas J. Gunderson
Michael McDonnell
 
A. Scott Anderson — Chair
Lonny J. Carpenter
Stephen C. Evans
F. Ann Millner, Ed.D.
 
F. Ann Millner, Ed.D. – Chair
A. Scott Anderson
David K. Floyd
Laura Kaiser
Lynne N. Ward
 
 
Thomas J. Gunderson — Chair
Lonny J. Carpenter
Michael McDonnell
Lynne N. Ward
 
Lonny J. Carpenter – Chair
David K. Floyd
Laura Kaiser
Fred Lampropoulos