DEF 14A of Utah Medical Products Inc
Filed Apr 4, 2025 · FY20240001096906-25-000427
PROPOSAL NO. 1. ELECTION OF DIRECTORS
PROPOSAL NO. 1. ELECTION OF DIRECTORS
EXECUTIVE OFFICER COMPENSATION
| 2024 Summary Compensation Table | | | | | Non-equity | | | | Name and Principal Position | Year | Salary | Bonus | Option Awards | Incentive Plan Compen-sation | All Other Compen-sation | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Kevin L. Cornwell | 2024 | 156,000 | — | — | 289,800 | 9,280 | 455,080 | | Chairman & CEO | 2023 | 152,000 | — | — | 349,650 | 8,920 | 510,570 | | | 2022 | 84,000 | — | — | 360,150 | 7,820 | 451,970 | | Brian L. Koopman | 2024 | 140,072 | — | 9,887 | 13,579 | 4,255 | 167,793 | | Principal Financial Officer | 2023 | 131,830 | — | 12,543 | 16,377 | 4,569 | 165,319 | | | 2022 | 120,269 | — | 25,341 | 16,377 | 4,412 | 166,399 |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End
| | Option Awards | | | | | Named Executive Officer | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | | | (#) | (#) | ($) | | | | Exercisable | Unexercisable | | | | Brian L. Koopman | 1,100 | 0 | 74.64 | 12/24/2028 | | | 2,000 | 0 | 77.05 | 3/20/2030 | | | 563 | 437 | 82.60 | 10/10/2032 | | | 156 | 344 | 77.07 | 10/27/2033 | | | 0 | 500 | 64.09 | 11/1/2034 |
2024 Option Exercises
2024 Option Exercises Mr. Koopman did not exercise any option shares in 2024.
2024 Pension Benefits
2024 Pension Benefits The Company does not provide a defined benefit pension plan to any employee.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation The Company does not provide nonqualified deferred compensation to any employee.
2024 Outside Director Compensation
2024 Outside Director Compensation
2024 Outside Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | ($) | | James Beeson | 29,400 | — | — | — | 29,400 | | Ernst Hoyer | 37,800 | — | — | — | 37,800 | | Barbara Payne | 29,400 | — | — | — | 29,400 | | Paul Richins | 29,400 | — | — | — | 29,400 | | Carrie Leigh | 4,900 | — | 200,750 | — | 205,650 |
2024 Outside Director Compensation
A director of UTMD who is also an employee does not receive a separate director’s fee. Narrative disclosure to the Outside Director Compensation Table: In 2025, the outside director compensation will be $30,600. In addition, the Audit Committee Chairman will receive an additional $4,200, and the outside director serving on the Executive Committee will receive $4,200. 1.In 2024, Mr. Hoyer received $4,200 for participating as a member of the Executive Committee, $4,200 as Chairman of the Audit Committee and $29,400 as the base annual outside director’s fee for a total of $37,800. In 2025, Mr. Hoyer’s total fees will be $39,000 for the same assignments. 2.Dr. Beeson received the $29,400 base annual outside director’s fee in 2024, which will be $30,600 in 2025. 3.Dr. Payne received the $29,400 base annual outside director’s fee in 2024, which will be $10,200 in 2025 for serving on the Board for the first four months of the year. 4.Mr. Richins received the $29,400 base annual outside director’s fee in 2024, which will be $30,600 in 2025. 5.Ms. Leigh received $4,900 base outside director’s fee in 2024 after being appointed, and is due to receive the $30,600 base annual fee in 2025 if she remains on the Board. At the 2023 Annual Meeting, stockholders did not approve a renewal of the 2013 Employees’ and Directors’ Incentive Plan. After the 2023 Annual Stockholders’ Meeting, the Board of Directors approved a 2023 Employees’ and Directors’ Non-Statutory Stock Option and Stock Purchase Rights Plan, under which up to 220,000 shares can be granted over the five-year life of the plan. In 2024, 10,000 option shares were awarded to a new director under the current Plan. The previous 2013 Employees’ and Directors’ Incentive Plan expired in February 2023. No options were granted to outside Directors under the 2013 Plan. However, prior to his retirement as an employee in 2018 while serving as an inside director, Mr. Richins received an award for 1,000 shares in 2014 under the 2013 Plan. Outside members of the Board of Directors did not receive any awards of director options in the preceding years 2004-2023 under previous Incentive Plans approved by UTMD stockholders, except for a 10,000 share award to Dr. Beeson upon joining the board in 2007 and an ensuing 10,000 share award to Dr. Beeson in 2008.
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE The median annual total compensation of all employees of the Company in 2024, other than Mr. Cornwell, was approximately $41,600. Mr. Cornwell’s total annual compensation in 2024 was $455,080. The ratio of these two amounts is about 1:11. To identify the median employee, UTMD compared annual pay, as of December 31, 2024, for all of its employees excluding the CEO, wherever they reside in the world. In addition to the United States, the Company has employees in the United Kingdom, Ireland, Australia and Canada. Employee pay rates in foreign currencies were converted to U.S. Dollars using exchange rates on December 31, 2024. The median annual pay was identified and that employee’s total annual compensation in 2024 was subsequently calculated using the same methodology as that used for calculating Mr. Cornwell’s compensation as shown in the 2024 Summary Compensation table. [remainder of page intentionally blank]