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 Environmental, Social and Governance Committee Documentation     Environmental, Social and Governance 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; Environmental, Social & Governance (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); Environmental, Social & Governance
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

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, most recently as Special Advisor to the Commander, Naval Operations, 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, Deputy U.S. Military, 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: Environmental, Social & Governance; Operating
Other Public Boards: Corin Group
Education: B.S., Grace College

Career Highlights
– Chairman of the Board at Corin Group (a global technology orthopaedic company)
– 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 present.
– Group President of Stryker, 2012 to 2019
– U.S. President and Worldwide President of Johnson & Johnson’s DePuy Orthopaedics, 2007 to 2011

Qualifications of Particular Relevance to Merit
Mr. Floyd possesses more than 30 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

Career Highlights
– Chair of the Board of Directors of the Minneapolis Heart Institute Foundation, 2015 to present
– 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.

JAMES T. HOGAN

Director

Director Since: June 2020
Committees: Audit; Compensation & Talent Development; Operating
Other Public Boards: Prolung, Inc.
Education: B.A., University of Minnesota; MBA, University of Minnesota

Career Highlights
– Member of the Board of Directors of Prolung, Inc., a medical technology company specializing in predictive analytics technology, 2019 to present
– Member of the Board of Directors of Xenocor, Inc. (a privately-owned medical device company), 2019 to present
– President of Latin America at Medtronic Inc., now Medtronic plc, 2007 to 2016
– Director of Gastroenterology and Urology Division for Western Europe at Medtronic Inc., 2005 to 2007
– Director of Sales and Marketing for Europe, the Middle East and Africa at Pfizer Inc.’s American Medical Systems Division, 1991 to 1993

Qualifications of Particular Relevance to Merit
The Board believes Mr. Hogan’s extensive experience in sales, marketing and medical support activities in a large medical device company, combined with his international experience, having lived and worked in England, Switzerland, France, Israel and Holland will benefit the Company. Additionally, the Board believes Mr. Hogan’s background in medical device start-ups, having started three medical device companies in the cardiology, urology and vascular fields, all of which were purchased by larger medical device companies, will provide the Board with knowledge and experience with branding, innovating and dealing with ongoing challenges facing the medical device industry.

Laura KaiserLAURA S. KAISER

Director

Director Since: May 2022
Committees: Environmental, Social & Governance Committee; 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
– Vice Chairperson and Chairperson-Elect of Catholic Health Association of the United States, representing more than 600 hospitals and 1,600 long-term care and other health facilities in all 50 states
– Member of Healthcare Leadership Council, a coalition of chief executives from a broad range of disciplines within American healthcare
– Served on the Board of Directors for Nuance Communications, a multinational computer technology company acquired by Microsoft Corp.
– Previously served as the Chief Operating Officer of Intermountain Healthcare, 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 four 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
– Executive Vice President and Chief Financial Officer of Biogen Inc, a multinational Nasdaq-listed company engaged in discovering, developing, and delivering therapies for people living with serious neurological diseases as well as related therapeutic adjacencies, August 2020 to present
– Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc. (formerly Quintiles), a global provider of advanced analytics, technology solutions and contract research services to the life sciences industry, December 2015 to July 2020
– Executive Vice President and Chief Financial Officer of Intelsat, a global provider of satellite services, November 2008 to December 2015
– Executive Vice President, Chief Operating Officer and Chief Financial Officer (September 2006 to October 2008) and Executive Vice President and Chief Financial Officer (September 2004 to September 2006) of MCG Capital Corporation, a publicly-held commercial finance company
– Executive Vice President and Chief Financial Officer (July 2004 to August 2004) and Senior Vice President and Chief Financial Officer (August 2000 to July 2004) of EchoStar Communications Corporation d/b/a Dish Network, a publicly-held television and communications provider
– Partner (1996 to 2000) and other positions (1986 to 1996) of PricewaterhouseCoopers, LLP, an international professional services firm
– Director of Frontier Communications Corporation, a publicly-held communications provider, December 2018 to June 2019
– Director of Catalyst Health Solutions, Inc., a publicly-held pharmacy benefits management company, 2005 to 2012
– Certified public accountant

Qualifications of Particular Relevance to Merit
Mr. McDonnell is a financial executive with more than 20 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 will strengthen the Board’s oversight of the Company’s finance and accounting policies, procedures and practices. The Board also believes Mr. McDonnell’s industry experience will enable 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); Environmental, Social & Governance; 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
James T. Hogan
Michael McDonnell
 
A. Scott Anderson — Chair
Lonny J. Carpenter
Stephen C. Evans
James T. Hogan
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
James T. Hogan
Laura Kaiser
Fred Lampropoulos