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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CONMED Corporation | NASDAQ:CNMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 101.41 | 100.00 | 106.01 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CONMED CORPORATION
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(Name of Registrant as Specified In Its Charter)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(1)
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To elect nine directors to serve on the Company’s Board of Directors;
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(2)
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To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2019
;
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(3)
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To hold an advisory vote on named executive officer compensation; and
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(4)
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To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors,
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/s/ Daniel S. Jonas
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Daniel S. Jonas
Executive Vice President, Legal Affairs, General Counsel & Secretary
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Contents
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Page
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Name
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Age
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Served as
Director Since |
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Principal Occupation or
Position with the Company |
David Bronson
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66
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2015
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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.
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Brian P. Concannon
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61
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2013
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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.
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Charles M. Farkas
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67
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2014
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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.
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Martha Goldberg Aronson
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51
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2016
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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.
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Curt R. Hartman
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55
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2014
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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).
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Dirk M. Kuyper
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62
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2013
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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.
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Jerome J. Lande
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43
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2014
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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.
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Mark E. Tryniski
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58
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2007
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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.
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John L. Workman
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67
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2015
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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.
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Audit Committee
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Compensation Committee
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Corporate
Governance and Nominating Committee |
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Strategy Committee
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John L. Workman,
Chair |
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Dirk M. Kuyper,
Chair |
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Brian P. Concannon,
Chair |
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Charles M. Farkas,
Chair |
David Bronson
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Charles M. Farkas
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David Bronson
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Brian P. Concannon
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Mark E. Tryniski
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Martha Goldberg Aronson
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Martha Goldberg Aronson
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Jerome J. Lande
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Jerome J. Lande
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Dirk M. Kuyper
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Mark E. Tryniski
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John L. Workman (Chair)
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David Bronson
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Mark E. Tryniski
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Brian P. Concannon (Chair)
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David Bronson
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Martha Goldberg Aronson
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Dirk M. Kuyper
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Fee Summary
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2018
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2017
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Audit Fees:
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Audit of Annual Financial Statements and Interim Reviews
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$
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2,073,800
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$
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1,897,400
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Audit of Internal Control over Financial Reporting
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Included above
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Included above
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SEC Registration Statements
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$
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—
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$
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—
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Total Audit Fees
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$
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2,073,800
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$
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1,897,400
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Audit Related Fees:
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Advisory Services
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$
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—
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$
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—
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Tax Fees:
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Tax Compliance and Consulting Services
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$
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217,228
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$
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497,081
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All Other Fees:
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Research Service License
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$
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2,700
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$
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1,800
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Total Fees and Expenses
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$
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2,293,728
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$
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2,396,281
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Name
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Title
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Curt R. Hartman
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Chief Executive Officer
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Todd W. Garner
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Executive Vice President and Chief Financial Officer
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Patrick J. Beyer
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President, CONMED International
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Nathan Folkert
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Vice President & General Manager, U.S. Orthopedics
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Stanley W. (Bill) Peters
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Vice President & General Manager, U.S. Advanced Surgical
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Quick CD&A Reference Guide
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Executive Summary
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Section I
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Objectives and Philosophy
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Section II
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Compensation Decision-Making Process
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Section III
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Competitive Market Analysis
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Section IV
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Elements of Executive Compensation
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Section V
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Additional Compensation Policies and Practices
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Section VI
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I.
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Executive Summary
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Base Salary
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•
Individual salaries are established at time of hire and adjusted thereafter by committee discretion
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Designed to be competitive within the market and industry, and to reflect individual performance and contribution
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Short-Term Incentive
(“STI”)
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Cash incentives intended to reward the achievement of annual Company financial goals as well as individual accomplishments and contributions
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For 2018, cash performance measures were Total Net Sales (FX Adjusted) and Adjusted EPS, as well as individual performance goals
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Long-Term Incentives
(“LTI”)
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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
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For 2017 and 2018, equity was delivered as stock options and RSUs
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Outstanding equity awards include performance share units (“PSUs”) awarded to our CEO in 2015
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Best Practices We Employ
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Majority of NEO compensation tied to long-term performance
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Equity awards granted in 2015 and beyond require a double trigger for Change in Control vesting acceleration
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Stock ownership guidelines of 4x salary for CEO, 3x for the CFO, and 1x for other NEOs
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Appropriate caps on incentive plan payouts
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Compensation Committee is comprised entirely of independent directors
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Compensation Committee engages an independent consultant
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Compensation Committee regularly meets in executive session without management present
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Annual risk assessment of the compensation program
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Robust holding requirements until minimum share ownership requirements are achieved
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Minimum vesting schedule of at least 12 months for equity awards
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Incentive program designs do not encourage excessive risk taking
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Hedging is not permitted
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Our equity plan does not allow repricing of underwater options without shareholder approval
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We do not provide executive perquisites
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Excise tax-gross ups are not permitted
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We do not pay dividends on unvested equity awards
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II.
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Objectives and Philosophy
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•
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Attract, retain and motivate top talent.
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•
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Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, as well as facilitate executive retention.
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•
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Align the executives’ interests with those of shareholders through long-term incentives linked to specific performance of objective goals.
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III.
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Compensation Decision-Making Process
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IV.
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Competitive Market Analysis
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Primary Market
(Peer Companies)
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Secondary Market
(Survey Data)
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Data Sources
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•
Specific peers in the medical device and healthcare equipment industry with a similar business and financial profile
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Broader, size-appropriate comparisons in the medical device industry
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Public SEC filings for specific peers
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Radford Global Life Sciences Survey
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Align Technology
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Integer Holdings Corporation
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NuVasive
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Analogic Corporation
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Integra Life Sciences
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NxStage Medical
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Cantel Medical
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Invacare Corporation
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Orthofix International
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Globus Medical
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Masimo Corporation
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West Pharmaceutical Services
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Haemonetics Corporation
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Merit Medical Systems
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Wright Medical
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ICU Medical
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Natus Medical
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•
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Market Capitalization
– 1/3 to 3x CONMED’s current market capitalization, now ranging from $700 million to $6.5 billion;
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•
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Revenue
– 1/3 to 3x CONMED’s trailing twelve-month revenue, now ranging from $280 million to $2.5 billion;
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•
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Headcount
– 1/3 - 3x CONMED’s current headcount, now ranging from 1,050 to 9,300.
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Removed Company
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Reasoning
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Analogic
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Acquired by an Affiliate of Altaris Capital Partners in June 2018
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V.
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Elements of Executive Compensation
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NEO
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2018 Base Salary
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2017 Base Salary
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% Change
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Curt R. Hartman
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$800,000
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$745,500
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7.3
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%
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Todd W. Garner
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$425,000
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$—
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—
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%
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Patrick J. Beyer
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£304,023
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1
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£292,329
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1
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4.0
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%
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Nathan Folkert
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$364,000
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$357,035
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2.0
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%
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Stanley W. (Bill) Peters
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$361,000
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$350,243
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3.1
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%
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(1)
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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.
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Threshold
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Target
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Maximum
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Curt R. Hartman
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Net Sales (FX Adjusted)
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33.8
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%
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45.0
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%
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90.0
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%
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Adjusted EPS
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33.8
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%
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45.0
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%
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90.0
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%
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CEO Goals
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0.0
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%
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10.0
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%
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20.0
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%
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Total
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67.5
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%
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100.0
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%
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200.0
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%
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Todd W. Garner
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Net Sales (FX Adjusted)
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18.8
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%
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25.0
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%
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50.0
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%
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Adjusted EPS
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18.8
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%
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25.0
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%
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50.0
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%
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CFO Goals
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0.0
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%
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15.0
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%
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30.0
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%
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Total
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37.5
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%
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65.0
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%
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130.0
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%
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Patrick J. Beyer
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Net Sales (FX Adjusted)
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16.9
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%
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22.5
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%
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45.0
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%
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Adjusted EPS
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16.9
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%
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22.5
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%
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45.0
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%
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International Goals
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11.3
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%
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15.0
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%
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30.0
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%
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Total
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45.0
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%
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60.0
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%
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120.0
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%
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Nathan Folkert
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Net Sales (FX Adjusted)
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15.0
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%
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20.0
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%
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40.0
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%
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Adjusted EPS
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15.0
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%
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20.0
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%
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40.0
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%
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Orthopedics Goals
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11.3
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%
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15.0
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%
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30.0
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%
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Total
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41.3
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%
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55.0
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%
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110.0
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%
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Stanley W. (Bill) Peters
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Net Sales (FX Adjusted)
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15.0
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%
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20.0
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%
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40.0
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%
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Adjusted EPS
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15.0
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%
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20.0
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%
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40.0
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%
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Advanced Surgical Goals
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11.3
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%
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15.0
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%
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30.0
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%
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Total
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41.3
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%
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55.0
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%
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110.0
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%
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•
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Mr. Hartman’s goals included the development and implementation of strategic initiatives;
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•
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Mr. Garner’s goals included the development and implementation of strategic and operational initiatives;
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•
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Mr. Beyer’s goals included specific targets relative to the International business;
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•
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Mr. Folkert’s goals included specific targets relative to the U.S. Orthopedics business;
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•
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Mr. Peters’ goals included specific targets relative to the U.S. Advanced Surgical business.
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•
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Net Sales (FX Adjusted) of
$860.9 million
, which is
183.0%
of target
|
•
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Adjusted EPS of
$2.18
, or
100.0%
of target.
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Twelve Months Ended December 31, 2018
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|||||||||||||||||||||||||||||
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Gross
Profit
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Selling &
Administrative
Expense
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Research & Development
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Operating
Income
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Tax
Expense / (Benefit)
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Effective
Tax Rate
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Net
Income
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Diluted
EPS
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As reported
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$
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469,110
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$
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355,617
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$
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42,188
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$
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71,305
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$
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9,799
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19.3
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%
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$
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40,854
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$
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1.41
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% of sales
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54.6
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%
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41.4
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%
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4.9
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%
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8.3
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%
|
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Impairment charges
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—
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—
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(4,212
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)
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4,212
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2,117
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2,095
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0.07
|
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|||||||
Business acquisition costs
|
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—
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(2,372
|
)
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—
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2,372
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|
1,155
|
|
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|
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1,217
|
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|
0.05
|
|
|||||||
Tax reform
|
|
—
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—
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—
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—
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(912
|
)
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912
|
|
|
0.03
|
|
||||||||
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$
|
469,110
|
|
|
$
|
353,245
|
|
|
$
|
37,976
|
|
|
$
|
77,889
|
|
|
$
|
12,159
|
|
|
|
|
$
|
45,078
|
|
|
$
|
1.56
|
|
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% of sales
|
|
54.6
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%
|
|
|
|
|
|
|
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|
|
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||||||||||
Amortization of intangible assets
|
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$
|
6,000
|
|
|
(17,174
|
)
|
|
—
|
|
|
23,174
|
|
|
5,413
|
|
|
|
|
|
17,761
|
|
|
0.62
|
|
||||||
Adjusted net income
|
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$
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336,071
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$
|
37,976
|
|
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$
|
101,063
|
|
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$
|
17,572
|
|
|
21.9
|
%
|
|
$
|
62,839
|
|
|
$
|
2.18
|
|
|
|
|
|
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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
|
|
|
(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).
|
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
|
|
VI.
|
Additional Compensation Policies and Practices
|
Position
|
Required Salary Multiple
|
President and CEO
|
4x base salary
|
CFO
|
3x base salary
|
All other executive officers
|
1x base salary
|
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%
|
|
|
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 $105
|
|
60%
|
|
60%
|
|
60%
|
|
80%
|
|
100%
|
Dirk M. Kuyper (Chair)
|
Charles M. Farkas
|
|
|
Martha Goldberg Aronson
|
Jerome J. Lande
|
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
||||||||||||||||
Name and
Principal Position
|
Year
|
|
Salary
1
($)
|
|
Bonus
2
($)
|
|
Stock
Awards
3
($)
|
|
Option
Awards
4
($)
|
|
Non-Equity
Incentive Plan
Compensation
5
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
6
($)
|
|
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
|
|
International
7
|
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.
|
(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
$1,675,682
.
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|||||||||||||||
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
1
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
($)
|
|
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. Beyer
5
|
|
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. $1.00.
|
(a)
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
|
(j)
|
||||||||||||
|
|
Option Awards
11
|
|
Stock Awards
|
||||||||||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
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
|
(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 1
st
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 2
nd
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 2
nd
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
$64.20
.
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||||
|
|
Option Awards
1
|
|
Stock Awards
3
|
||||||||||
Name
|
|
Number of Shares
Acquired On Exercise
(#)
|
|
Value Realized
on Exercise
2
($)
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
Value Realized on
Vesting
4
($)
|
||||||
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.
|
(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
.
|
Name
|
Salary
Continuation or
Severance
($)
1
|
||
|
|
|
|
Curt R. Hartman
|
$
|
3,236,010
|
|
|
|
|
|
Todd W. Garner
|
$
|
1,203,544
|
|
|
|
|
|
Patrick J. Beyer
2
|
$
|
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. $1.00.
|
Name
|
|
Salary Continuation or
Severance
($)
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. Hartman
3
|
|
$
|
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. Beyer
4
|
|
$
|
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.
|
|
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
|
$7,500
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||||||
Name
|
|
Fees Earned
or
Paid in Cash
($)
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 Golden
3
|
|
$
|
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.
|
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
|
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 52
nd
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
|
*
|
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
|
(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.
|
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