David Bronson
CONMEDAbout David Bronson
Independent director since 2015; age 71. Former Executive Vice President and CFO of PSS World Medical (2002–2013), with prior CFO roles at Digineer and VWR Scientific, and 15 years at Baxter Healthcare in senior finance roles. The Board has determined he is independent and an audit committee financial expert; education includes an MS in Management Studies from Northwestern Kellogg and a BS in Accounting from California State University, Fullerton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSS World Medical, Inc. | EVP & CFO | 2002–2013 | Led finance through McKesson acquisition |
| Digineer, Inc. | CFO | 2001–2002 | Senior financial leadership |
| VWR Scientific Products | CFO | 1995–1999 | Oversaw finance through Merck KGaA acquisition |
| Baxter Healthcare, Inc. | Senior finance roles | ~15 years | Various senior financial executive positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Labsco, Inc. | Director; Audit Committee member | Until 2016 | Governance and audit oversight experience |
| AxelaCare, Inc. | Director; Audit Committee Chair | Through Nov 2015 | Chaired audit; healthcare services exposure |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Audit .
- Independence and expertise: Board determined Bronson is independent; qualifies as audit committee financial expert (also recognized in Audit Committee report) .
- Attendance and engagement: Board met 8 times in 2024; each director attended all board meetings. Audit Committee met 15 times; all active members attended. Corporate Governance & Nominating met 5 times; all active members attended. Directors are expected to attend the annual meeting, and all nominees present at the 2024 annual meeting .
- Leadership and refreshment: Board service tenure limit of 12 years; committee chair rotation expected every 3–5 years. Bronson’s tenure (since 2015) approaches the 12-year limit in coming cycles, with waivers possible if in Company interest .
- Executive sessions: Independent directors meet in executive session during each Board meeting .
- Succession oversight: CG&N (chaired by Bronson) led CEO succession and director search processes (appointment of CEO Patrick Beyer and Director Mark Kaye) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $145,000 | Includes base and committee fees; incremental fees for ad hoc Independent Special Committee related to DOJ voluntary disclosure (Chair $7,000/month; members $5,000/month) . |
| Non-Employee Director Annual Cash Retainer | $70,000 | Paid quarterly . |
| Governance Committee Chair Retainer | $17,500 | Applies to Bronson as CG&N Chair . |
| Audit Committee Member Retainer | $15,000 | Applies to Bronson as Audit member . |
| Strategy Committee Member Retainer | $7,500 | Not applicable to Bronson (not listed as member) . |
| Chair/Lead Independent Director Retainer | $120,000 | Applies to Board Chair (not Bronson) . |
Performance Compensation
Non-employee directors receive time-based equity; no performance metrics (PSUs not used for directors).
| Grant Element (2024) | Grant Detail | Vesting | Grant-Date Fair Value |
|---|---|---|---|
| Stock Options | 5,503 options | Vest June 3, 2025 | $147,976 |
| RSUs | 479 units | Vest June 3, 2025 | $36,969 |
| Total 2024 Equity (illustrative) | ~$185,000 target value | As above | Per program design (20% RSUs / 80% options) |
Policy: Equity plan prohibits repricing without stockholder approval; minimum vesting ≥12 months; dividend equivalents only after vesting under Proposed 2025 LTIP .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Bronson . |
| Prior boards (private) | Labsco (director; Audit), AxelaCare (director; Audit Chair) . |
| Interlocks (Comp Committee/Board) | No compensation committee interlocks; no director/committee cross-membership with companies where CNMD executives serve during 2024 . |
Expertise & Qualifications
- Deep healthcare CFO and finance leadership experience across PSS World Medical, VWR, Baxter; audit committee financial expert designation .
- Corporate governance and risk oversight through CG&N chair role .
- Education: MS, Northwestern Kellogg; BS Accounting, CSU Fullerton .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares owned directly/indirectly | 16,762 |
| Shares vesting or exercisable within 60 days | 23,766 |
| Total beneficial ownership | 40,528; <1% of outstanding |
| Outstanding director stock options | 29,269 |
| Outstanding stock awards (RSUs) | 479 |
| Ownership guidelines | Directors must own 4x annual board retainer; all directors in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited; all directors in compliance as of 12/31/2024 . |
Governance Assessment
- Strengths: Independent director with audit-committee-financial-expert credentials; chairs CG&N and actively led CEO succession and board refresh; perfect board/committee attendance; strong director stock ownership compliance; prohibition on hedging/pledging enhances alignment .
- Alignment: Balanced director pay structure (cash + equity), annual equity awards in options/RSUs, ownership guideline at 4x retainer; no related-party transactions disclosed for Bronson .
- Signals: Board separated Chair/CEO in 2024; CG&N chair rotation policy and 12-year director term limit support refreshment; say‑on‑pay approval at 96.2% in 2024 indicates broad investor support for compensation governance .
- Watch items: Bronson’s tenure approaches the 12‑year policy threshold in coming cycles; potential committee chair rotation within 3–5 years could shift responsibilities. Extra fees from the ad hoc Independent Special Committee were paid in 2024 (appropriate for workload) but should be monitored for recurrence .