David Hoffmeister

About David F. Hoffmeister

Independent director since 2006 (age 70); former SVP/CFO of Life Technologies and CFO of Invitrogen; previously Senior Partner at McKinsey, leading the North American Chemical Practice. Education: B.A., Business Administration and Management (University of Minnesota) and MBA (University of Chicago Booth) . Recognized by the Board as an Audit Committee Financial Expert .

Past Roles

Organization	Role	Tenure	Committees / Impact
Life Technologies Corporation	SVP & CFO	2008–2014	Led multibillion-dollar merger/integration; integral in $14B sale to Thermo Fisher (M&A execution, synergy capture)
Invitrogen Corporation	CFO	2004–2008	CFO during merger forming Life Technologies (Applied Biosystems + Invitrogen)
McKinsey & Company	Senior Partner; Leader, North American Chemical Practice	1984–2004 (Leader 1998–2004)	Strategy expertise across chemicals, healthcare, PE; deep industry insights

External Roles

Company	Role	Since	Committees / Notes
StepStone Group Inc. (Nasdaq: STEP)	Director	2020	Serves on audit committees of three other public companies; Board determined no impairment from simultaneous service
ICU Medical Inc. (Nasdaq: ICUI)	Director	2018	See note above
Glaukos Corporation (NYSE: GKOS)	Director	2014	Routine sales between Celanese and Glaukos; amounts below materiality thresholds; independence maintained
Kaiser Permanente (nonprofit)	Director	2014	Large healthcare organization board service

Board Governance

Committees: Audit; Nominating & Corporate Governance; Finance & Business Review (FBC) .
Independence: Board affirmed Hoffmeister is independent under NYSE and company standards .
Attendance: Board held 6 meetings; committees held 23 in 2024; overall attendance above 99%; all incumbents attended at least 75% of aggregate meetings .
Capacity/overboarding: Corporate guideline caps public boards at four including CE (absent approval); Hoffmeister serves on CE plus three public boards, consistent with guideline . He serves on three other audit committees; Board concluded this does not impair effectiveness on CE’s Audit Committee .

Fixed Compensation

Component	Amount / Terms	2024 Actual	Notes
Annual cash retainer	$125,000	$125,000	Paid quarterly; no meeting fees disclosed
Committee chair fees	N/A (not a chair)	$0	Audit chair (Kissire) $25k; NCG chair (Rucker) $15k; CMDC chair (Moorthy) $20k; FBC co-chairs (Sutton/Richardson) $25k (effective 3/1/2025)
Equity RSUs (time-based)	Annual grant $175,000; one-year vesting	Grant-date fair value $174,853; 1,114 RSUs at $156.96 per RSU; granted May 2024	RSUs vest in one year; directors may defer under 2008 Deferred Plan (no above-market earnings)

Performance Compensation

Directors do not receive performance-based equity or bonus; annual director equity is time-based RSUs with one-year vesting .

Metric	Used for Director Compensation?	Source
Operating/financial performance metrics	No	Director equity awards are time-based RSUs (no performance targets)

Other Directorships & Interlocks

Counterparty	Relationship	Detail / Materiality	Independence Outcome
Glaukos Corporation	Routine sales to Glaukos	Amounts did not exceed the greater of $1,000,000 or 2% of either company’s revenues in any of last three years	Qualifies under categorical independence standard; Board deemed not material
Multiple public boards (StepStone, ICU Medical, Glaukos)	Audit committee service	Serves on audit committees of three other public companies	Board determined simultaneous service does not impair CE Audit Committee effectiveness

Expertise & Qualifications

Financial/M&A: CFO experience leading large mergers/integration and $14B sale; strong capital markets and transaction execution expertise .
Regulatory: Life sciences experience with FDA/GMP compliance, clinical protocols, data privacy .
Strategy: 20 years at McKinsey; cross-industry corporate strategy leadership .
Governance/risk: Service on multiple public and private boards enhances oversight capabilities .

Equity Ownership

Holder	Common Stock Beneficially Owned	Rights to Acquire (within 60 days)	Total Beneficial Ownership	% of Shares Outstanding
David F. Hoffmeister	50,270	1,114	51,384	<1%

Ownership guidelines: Directors must hold ≥5x base retainer ($125k); all non-employee directors (except five who joined in last five years) had attained minimums as of 12/31/2024; Hoffmeister is in compliance .
Hedging/pledging: Company prohibits hedging, pledging, and short sales by directors and executives; no pledges/hedges noted for directors’ holdings .

Governance Assessment

Positives:
- Independent director with deep CFO, M&A, and regulatory expertise; designated Audit Committee Financial Expert .
- Active governance roles across Audit, NCG, and FBC; aligns with deleveraging and portfolio oversight priorities .
- Strong attendance culture (>99% overall; all incumbents ≥75%) ; robust clawback, stock ownership, and no-hedging/pledging policies .
- Director pay structure is balanced (cash + time-based RSUs), with transparent grant amounts and vesting .
Watch items:
- Simultaneous service on three other audit committees may raise capacity questions; Board assessed and determined no impairment to CE service (consistent with board service limits) .
- Routine commercial ties with Glaukos (where he is a director) exist; amounts below materiality thresholds and independence maintained .
Broader signals:
- Board refresh, separation of Chair/CEO, and formation of Finance & Business Review Committee indicate strengthened oversight and focus on deleveraging/cash priorities .
- ~99% say‑on‑pay support at 2024 Annual Meeting suggests investor confidence in compensation governance .

Related-Party/Conflicts Review

Policy: Audit Committee reviews/approves interested transactions >$120k involving related parties; delegated chair approval for <$2M; no such transactions required approval or were approved in 2024 .
Independence determination considered board interlocks and routine business relationships; all below thresholds preserving independence .