Barbara Schwarzentraub
CONMEDAbout Barbara Schwarzentraub
Barbara J. Schwarzentraub (age 59) has served on CONMED’s board since 2019 and is the Audit Committee Chair. She was Divisional CFO for Caterpillar’s Global Information Services Division and held multiple senior roles in finance, supply chain, logistics, and parts distribution. She holds an MBA and a BS in Accounting from Bradley University and is designated by the board as an “audit committee financial expert,” reflecting deep finance, IT, and operations credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar, Inc. | Director & Divisional CFO, Global Information Services | 2017–2020 | Led divisional finance; governance and controls for global IT |
| Caterpillar, Inc. | Director, Global Component Manufacturing & Supply Chain | — | Oversight of global manufacturing and supply chain operations |
| Caterpillar Logistics Services Inc. | Vice President | — | Logistics leadership; operational effectiveness |
| Caterpillar, Inc. | Director, Parts Distribution | — | Network distribution oversight |
| Caterpillar, Inc. | Director, Global Finance Transformation | — | Finance transformation leadership |
External Roles
- No other current public company directorships disclosed in the proxy .
Board Governance
- Committee assignments: Audit Committee Chair (members: Schwarzentraub, Bronson, Kaye, Workman) .
- Independence: Determined independent under NYSE standards; meets in executive session each board meeting .
- Attendance: Board met 8 times in 2024; each director attended all meetings. Audit Committee met 15 times; all active members attended every meeting. All nominees at the time attended the 2024 annual meeting .
- Audit Committee scope: Oversees accounting policies, internal controls, financial statements, auditor appointment/independence; pre-approves auditor services and related-party transactions; Chair has delegated pre-approval authority reporting to the committee .
- Board refreshment: 12-year director term limits; committee chair rotation expected every 3–5 years .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $159,500 | Includes standard cash retainers and additional ad hoc Special Committee fees |
| Stock Awards ($) | $36,969 | RSUs granted in 2024 |
| Option Awards ($) | $147,976 | Stock options granted in 2024 |
| Total ($) | $344,445 | — |
Director equity award details (2024):
| Award Type | Grant Date | Number of Units | Vesting | Valuation/Notes |
|---|---|---|---|---|
| Stock Options | Jun 3, 2024 | 5,503 | Vests Jun 3, 2025 | Part of ~$185k annual equity mix (80% options / 20% RSUs) |
| RSUs | Jun 3, 2024 | 479 | Vests Jun 3, 2025 | Part of ~$185k annual equity mix |
Policy and guidelines:
- Director stock ownership requirement: 4x annual board retainer; all non-employee directors were in compliance as of Dec 31, 2024 .
- Hedging and pledging of company stock prohibited; margin purchases/pledges prohibited; all directors compliant as of Dec 31, 2024 .
- No meeting fees; compensation is through retainers and equity; annual non-employee director grant value target consistent in 2025 .
Performance Compensation
- Director equity pay is not tied to explicit performance metrics; directors receive stock options and RSUs with time-based vesting. Options align pay to performance through stock price appreciation; no PSUs are granted to non-employee directors under the program described for 2024 .
- Change-in-control treatment for non-employee directors (Proposed 2025 LTIP): upon a Change in Control, director options/SARs and RSUs become fully vested; performance conditions deemed satisfied at least at target; Awards may be paid in cash as specified .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other current public company boards disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert (Sarbanes-Oxley §407) designated by the Board .
- Deep experience in finance, accounting, global IT, supply chain, distribution, and large-scale organizational leadership from Caterpillar .
- Independent director with governance and risk oversight experience as Audit Chair (financial reporting, auditor independence, related parties, cyber oversight via Audit Committee) .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Shares Vesting or Exercisable in 60 days | Total Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Barbara J. Schwarzentraub | 5,307 | 8,659 | 13,966 | <1% |
Additional equity outstanding as of Dec 31, 2024:
- Options/SARs outstanding: 14,162; Stock awards outstanding: 479 .
Section 16 compliance:
- No delinquent Section 16(a) reports listed for Schwarzentraub in 2024; one late Form 4 was noted for a different director (Concannon) .
Governance Assessment
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Strengths:
- Independent Audit Chair and audit committee financial expert; robust committee scope including pre-approval of related-party transactions and auditor services (Chair delegated authority), signaling strong financial oversight .
- Perfect attendance (board and audit) in 2024; independent directors hold executive sessions at each board meeting .
- Compliance with stringent ownership guidelines and anti-hedging/anti-pledging policies, aligning director and shareholder interests .
- Participated in ad hoc Independent Special Committee related to DOJ voluntary disclosure; special committee concluded June 2024 with work transferred to Audit Committee—indicative of board responsiveness and active oversight .
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Potential watch items:
- Change-in-control acceleration for director awards in the Proposed 2025 LTIP (standard in market) could be scrutinized for pay-for-performance alignment; annual cap of $400k for non-employee director comp mitigates excess .
- No related-party transactions disclosed involving Schwarzentraub; ongoing vigilance maintained via Audit Committee policy requiring pre-approval and competitive bids for larger transactions .
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Signals:
- Board governance practices (12-year term limits, chair rotation, skills matrix, high independence) support board effectiveness and investor confidence .
- Strong say-on-pay support in 2024 (96.2%) suggests shareholder approval of compensation philosophy and governance approach .