CONMED Corp Files Definitive Proxy Statement (DEF 14A)

Ticker: CNMD · Form: DEF 14A · Filed: Apr 8, 2024 · CIK: 816956

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, CONMED Corp, Corporate Governance, Shareholder Meeting

TL;DR

<b>CONMED Corp has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

CONMED Corp (CNMD) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. CONMED Corp filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024. The filing covers the fiscal year ending December 31, 2023. Previous fiscal years reported include 2020, 2021, and 2022. The company's principal business is in Electromedical & Electrotherapeutic Apparatus. CONMED Corp is incorporated in Delaware and headquartered in Largo, Florida.

Why It Matters

For investors and stakeholders tracking CONMED Corp, this filing contains several important signals. This filing provides detailed information on executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential changes. As a DEF 14A filing, it signals upcoming shareholder meetings and voting matters, impacting corporate decisions and strategic direction.

Risk Assessment

Risk Level: low — CONMED Corp shows low risk based on this filing. The filing is a routine proxy statement, providing standard disclosures without immediate financial or operational news, thus posing a low risk.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate strategy and governance.

Key Numbers

Key Players & Entities

FAQ

When did CONMED Corp file this DEF 14A?

CONMED Corp filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CONMED Corp (CNMD).

Where can I read the original DEF 14A filing from CONMED Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CONMED Corp.

What are the key takeaways from CONMED Corp's DEF 14A?

CONMED Corp filed this DEF 14A on April 8, 2024. Key takeaways: CONMED Corp filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024.. The filing covers the fiscal year ending December 31, 2023.. Previous fiscal years reported include 2020, 2021, and 2022..

Is CONMED Corp a risky investment based on this filing?

Based on this DEF 14A, CONMED Corp presents a relatively low-risk profile. The filing is a routine proxy statement, providing standard disclosures without immediate financial or operational news, thus posing a low risk.

What should investors do after reading CONMED Corp's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate strategy and governance. The overall sentiment from this filing is neutral.

How does CONMED Corp compare to its industry peers?

CONMED Corp operates in the Electromedical & Electrotherapeutic Apparatus industry, which involves the development and manufacturing of medical devices.

Are there regulatory concerns for CONMED Corp?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

Industry Context

CONMED Corp operates in the Electromedical & Electrotherapeutic Apparatus industry, which involves the development and manufacturing of medical devices.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review any proposed amendments to corporate governance policies.
  3. Identify and evaluate shareholder proposals and management's response.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure for annual meetings and does not represent a change from previous filings of the same type.

Filing Stats: 4,415 words · 18 min read · ~15 pages · Grade level 14.2 · Accepted 2024-04-08 06:46:12

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG) 6 ESG Governance 6 ESG Data and Reporting 6 ESG Highlights 7 INVESTOR ENGAGEMENT 8 Our Approach 8 Scope of Outreach and Key Topics 8 PROPOSAL ONE: ELECTION OF DIRECTORS 9 Director Nominees 10 Corporate Governance and Nominating Committee Report 14 Skills Matrix and Diversity 15 Board Refreshment and Term Limits 16 Director Orientation and Continuing Education 16 Annual Board Self-Assessment 16 Leadership Structure 17 Risk Oversight 18 Meetings of the Board of Directors 19 Board Committees 20 Ethics Disclosure 22 Communications with the Board of Directors 22 NON-EMPLOYEE DIRECTOR COMPENSATION 23 Cash Compensation Paid to Non-Employee Directors 23 Equity Compensation Awarded to Non-Employee Directors 23 Non-Employee Director Stock Ownership Requirements and Policy Prohibiting Hedging and Pledging Policy of Company Stock 24 EXECUTIVE OFFICERS 26 PROPOSAL TWO: Advisory Vote on Named Executive Officer Compensation 28 A Letter From Our Compensation Committee 29 Compensation Discussion and Analysis 30 Overview of Executive Compensation 30 Compensation Philosophy 30 Compensation Philosophy in Action 31

Executive Compensation Best Practices

Executive Compensation Best Practices 32 Key Compensation Elements Summary 33 What has Changed in 2023? 33 Compensation Setting Process 34 Key Compensation Decisions 35 Role of Board of Directors, Management, and Independent Compensation Consultant 35 Risk Assessment 36 2023 Base Salary 36 2023 Executive Bonus Plan 38 2023 Equity Compensation 39 Stock Ownership Guidelines 41 Policy Prohibiting Hedging and Pledging of Company Stock 41 Additional Compensation Policies and Practices 41 Compensation Committee Report on Executive Compensation 45 Summary Compensation Table 46 Grants of Plan-Based Awards 48 Outstanding Awards at Fiscal Year End 49 Option Exercises and Stock Vested 51 Non-qualified Deferred Compensation 52 Potential Payments on Termination or Change in Control 53 Pay Ratio 55 Pay Versus Performance 56 Board of Directors and Compensation Committee Interlocks and Insider Participation; Certain Relationships and Related Transactions 60 Insurance for Directors and Officers 61

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 62 Delinquent Section 16(a) Reports 64 PROPOSAL THREE: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 65 Audit Committee Report 66 Principal Accounting Fees and Services 68 OTHER BUSINESS 69 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 70 GENERAL INFORMATION ABOUT THE MEETING AND VOTING 71 Proposals to be Voted On at the Annual Meeting 71 Voting Rights 71 Notice of Internet Availability of Proxy Materials 72 Participating in the Annual Meeting 73 For Stockholders Who Are Registered Holders 73 For Stockholders Whose Shares Are Held by a Broker (in Street Name) 73 Voting Shares in Person or Remotely 73 Asking Questions Remotely 73 Additional Information 74 GAAP TO NON-GAAP RECONCILIATIONS 75 Table of Contents CONMED CORPORATION Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and the Company's most recent Annual Report on Form 10-K before casting your vote. References to CONMED,'' the Company,'' we,'' us'' or our'' refer to CONMED Corporation and its subsidiaries. Summary of Proposals to be Voted On at the Annual Meeting For More Information Board Recommendation PROPOSAL 1 – Election of Directors Pages 9-22 FOR each Nominee David Bronson Brian P. Concannon LaVerne Council Charles M. Farkas Martha Goldberg Aronson Curt R. Hartman Barbara J. Schwarzentraub John L. Workman PROPOSAL 2 – Say on Pay Pages 28-64 FOR Advisory Vote on Named Executive Officer Compensation PROPOSAL 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP for fiscal 2024 Pages 65-68 FOR 2024 Proxy Statement 1 Table of Contents Governance Highlights We have implemented several governance best practices: Effective Board Lea

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to support the longevity and stability of CONMED by driving long-term business outcomes, promoting strong governance practices, and encouraging responsible and balanced risk-taking to enable growth. This is achieved by linking individual pay with the Company's performance on a diverse set of measures that are meant to align executive and stockholder interests. All senior executives have a significant portion of compensation that is variable and covers annual and multi-year performance periods. Long-term Incentive awards are designed to align executives with the Company's long-term performance using performance-based equity awards and stock options designed to reward stock price performance over time. We achieved strong financial performance in 2023 as reflected in the over achievement of 2023 short-term incentive targets. We enhanced our short- and long-term incentive programs through the addition of a Free Cash Flow target to short-term incentives, and the inclusion of performance stock units ("PSUs") in our long-term incentive program for executives which further strengthens the execution of our pay for performance philosophy. The Compensation Committee has also engaged a new Independent Compensation Consultant, Compensia, Inc., as further discussed in the section "Key Compensation Decisions—Role of Board of Directors, Management, and Compensation Consultant." Our executive compensation program, including compensation philosophy and pay components, is discussed in detail under the Compensation Discussion and Analysis section of this proxy statement. 4 2024 Proxy Statement Table of Contents

Executive Compensation Best Practices

Executive Compensation Best Practices Best Practices We Employ Majority of NEO compensation tied to long-term performance Equity awards 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 Robust holding requirements until minimum share ownership requirements are achieved 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 Minimum vesting schedule of at least 12 months for equity awards Incentive program designs do not encourage excessive risk taking Clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements The CEO is not present during any deliberations or voting of the Compensation Committee or Board regarding CEO compensation Practices We Avoid Hedging and pledging stock are prohibited Our equity plan does not allow repricing of underwater stock options without stockholder approval We do not provide executive perquisites other than international employees where such perquisites are common Excise tax gross-ups are not included in our employment arrangements We do not pay dividends on unvested equity awards We do not guarantee our annual bonus payments; each bonus requires a threshold of performance 2024 Proxy Statement 5 Table of Contents Environmental Social and Governance (ESG) ESG Governance We know that a coordinated, thoughtful approach to ESG lends itself to a healthier, more sustainable future for our stakeholders, including CONMED employees, customers, vendors, stockholders, and community members. Our ESG strategy aligns with the scale of our business and the evolution of this important topic across the medica

Executive Compensation

Executive Compensation Sustainability Reporting and Disclosures Moreover, between our Chief Executive Officer and Chief Financial Officer, CONMED was represented at eight healthcare conferences throughout 2023, where the Company's strategic priorities and other topics were discussed. 8 2024 Proxy Statement Table of Contents PROPOSAL ONE: Election of Directors Jerome Lande will not be standing for reelection in 2024. The Board would like to thank him for his years of distinguished service to the Company and the Board. The Board has determined to fix the number of directors constituting the full Board at eight, as of the 2024 Annual Meeting. Accordingly, at the Annual Meeting, stockholders will vote to elect a Board of eight directors to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. Our Board of Directors has nominated eight directors for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees are currently directors. Each agreed to be named in this Proxy Statement and serve if elected. The shares represented by proxies will be voted as specified by the stockholder. If the stockholder 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. The Company has no reason to believe that any 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 may recommend, to the extent this is not prohibited by the Company's by-laws and applicable law. The eight director nominees who receive the greatest number of votes "for" at the meeting will be elected t

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing