Charles Farkas

About Charles M. Farkas

Independent director of CONMED Corporation since 2014; age 73. Advisory Partner at Bain & Company (since July 2015), formerly Senior Partner and Global Co‑Head of Bain’s Healthcare Practice; BA from Princeton University and MBA from Harvard Business School. Determined independent under NYSE standards.

Past Roles

External Roles

Board Governance

• Committee assignments (current): Strategy Committee Chair; Corporate Governance & Nominating Committee member.
• Prior committee service: Compensation Committee member during 2024 (not currently listed).
• Independence: Board has 7 of 8 independent nominees; all standing committees are 100% independent; Farkas is independent.
• Engagement and attendance:
  • Board met 8 times in 2024; each director attended all meetings.
  • Audit Committee met 15 times; all active members attended every meeting.
  • Compensation Committee met 6 times; all active members attended every meeting.
  • Corporate Governance & Nominating Committee met 5 times; all active members attended every meeting.
  • Strategy Committee met 2 times; all active members attended every meeting.

• CGN leadership note: Farkas signed the Corporate Governance & Nominating Committee Report alongside David Bronson (Chair) and Martha Goldberg Aronson.

Fixed Compensation

• Non‑employee director cash fee schedule (2024):
  • Annual retainer: $70,000; Chair/Lead Independent Director retainer: $120,000.
  • Committee fees: Audit Chair $30,000; Audit Member $15,000; Governance/Comp Chair $17,500; Governance/Comp Member $8,750; Strategy Chair $15,000; Strategy Member $7,500.

• 2024 compensation received by Farkas:

Note: Cash fees can differ from the schedule due to committee assignment changes and special committee service; Farkas’s total reflects his specific 2024 roles.

Performance Compensation

• Annual equity structure (directors):
  • 2024 grant approximate value $185,000 comprising 5,503 stock options (80% of value) and 479 RSUs (20% of value); both scheduled to vest on June 3, 2025. Target value/mix unchanged for 2025.
  • Plan prohibits hedging/pledging; guidelines require equity retention until ownership thresholds met.

• Outstanding awards (12/31/2024):

• Performance metrics tied to director awards: None disclosed (director grants are time‑based options/RSUs; no PSU metrics for directors in 2024).

Other Directorships & Interlocks

• Current public company boards: None disclosed for Farkas (external roles listed are private/non‑profit).
• Compensation Committee interlocks: None in 2024; no member (including Farkas when serving) was an officer or had interlocks with companies where CNMD executives served.

Expertise & Qualifications

• 40+ years advising global medtech/pharma companies; deep strategy, M&A, operational effectiveness expertise.
• Provider/academic advisory experience; global leadership roles at Bain (Canada MD; financial services practice head).
• Education: BA Princeton; MBA Harvard Business School.

Equity Ownership

• Beneficial ownership (as of March 24, 2025):

• Alignment policies:
  • Director stock ownership guideline: 4x annual board retainer; all non‑employee directors compliant as of Dec 31, 2024.
  • Hedging/pledging company stock prohibited; margin purchases/pledging also prohibited.

Governance Assessment

• Board effectiveness: Farkas chairs Strategy Committee and serves on Corporate Governance & Nominating, indicating central roles in strategy oversight and board composition/succession (signed CGN report).
• Independence and engagement: Independent; all committees 100% independent; perfect attendance at board meetings; committees reported 100% attendance by active members.
• Compensation alignment: Director pay mix emphasizes options (80%) and RSUs (20%) with one‑year vesting; Farkas received $270,393 total in 2024, supporting equity‑based alignment without hedging/pledging.
• Ownership: Holds 44,112 shares including near‑term vesting/exercisable, and complies with ownership guidelines; supports skin‑in‑the‑game.
• Potential conflicts and related‑party exposure: No related‑party transactions disclosed for Farkas; Audit Committee pre‑approves any related‑party transactions under a formal policy.
• RED FLAGS:
  • None disclosed: no interlocks, no hedging/pledging, no attendance issues, no related‑party involvement.

Additional context: CNMD maintains director term limits of 12 years (pre‑Dec 2024 appointees expected not to stand after completing 12 years unless waived). Farkas’s tenure (since 2014) approaches the limit, consistent with active refreshment policies rather than a governance risk.