Hollie Foust
CONMEDAbout Hollie Foust
Hollie K. Foust is Executive Vice President, General Counsel and Corporate Secretary of CONMED, appointed in November 2024; she is 50 years old and holds both her undergraduate and law degrees from The Ohio State University . Prior to CONMED, she served as Senior Vice President, Deputy General Counsel at Cardinal Health since 2021 (and held multiple legal/compliance roles at Cardinal Health since 2009), with earlier legal roles supporting Abbott’s U.S. and International nutrition business and an early career in private practice at Bailey Cavalieri, LLC . In 2024, CONMED delivered adjusted operating margin of 15.5% (+150 bps YoY) and adjusted diluted EPS of $4.17 (+20.9% YoY), while addressing supply chain challenges and engaging a top-tier firm to strengthen operations—key operating context for the legal and governance function Ms. Foust leads . Stockholder support for executive pay remained strong with 96.2% Say-on-Pay approval in 2024, underscoring broad investor alignment with the compensation framework Ms. Foust participates in .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Health | Senior Vice President, Deputy General Counsel | 2021–2024 | Oversaw enterprise legal matters; culmination of legal/compliance roles at Cardinal since 2009 . |
| Cardinal Health | Various legal and compliance roles | 2009–2021 | Progressive responsibility across legal/compliance functions in a large-cap healthcare operator . |
| Abbott Laboratories (Nutrition) | Legal roles supporting U.S. and International nutrition business | — | Supported regulated, global nutrition operations and compliance in medtech/pharma-adjacent markets . |
| Bailey Cavalieri, LLC | Associate (banking/finance transactions) | — | Foundation in transactional practice (banking/finance), informing corporate legal risk management . |
External Roles
No public company board or external directorships disclosed .
Fixed Compensation
Individual base salary, target bonus %, and 2024 bonus actually paid for Ms. Foust are not disclosed in the 2025 Proxy Statement as she was not a Named Executive Officer (NEO) for 2024 . Company-wide base salary processes and adjustments for 2024 are described for NEOs, but not specifically for the General Counsel role .
Performance Compensation
CNMD’s executive incentives center on annual cash bonuses linked to Company performance (Net Sales (FX-adjusted), Adjusted Diluted Net EPS, and Operating Cash Flow), plus long-term equity (stock options and PSUs). Options vest 20% annually over five years; PSUs cliff-vest after three years based on relative TSR vs the S&P Healthcare Equipment Select Index with 0–200% payout scale . Executives are subject to clawback and stringent ownership/holding rules (see “Equity Ownership & Alignment”) .
Company 2024 bonus metrics and outcomes (used to determine NEO payouts and indicative of the plan Ms. Foust participates in):
| Metric | Threshold | Target | Maximum | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|
| Net Sales (FX Adjusted) | $1,227.8m | $1,364.3m | $1,637.1m | $1,314.6m | 81.8% |
| Adjusted Diluted Net EPS | $3.91 | $4.34 | $5.21 | $4.17 | 80.5% |
| Operating Cash Flow | $152.3m | $169.2m | $203.0m | $167.0m | 93.4% |
Plan design notes:
- All metrics have a 20% payout at threshold, 100% at target, and 200% at maximum; weights vary by role and may include functional metrics for certain executives .
- Since 2023–2024, CNMD added PSUs and shifted short-term focus from Free Cash Flow to Operating Cash Flow to sharpen inventory/working capital discipline .
Equity Ownership & Alignment
| Policy/Instrument | Details |
|---|---|
| Stock ownership guidelines | 1x base salary for executive officers other than CEO/CFO (CEO 4x, CFO 3x); 5-year compliance window . |
| Holding requirement | Executives must retain 50% of net shares from RSUs or option exercises until ownership guideline is met . |
| Hedging/pledging | Prohibited for executives and directors; no margin purchases or pledging as collateral . |
| LTI vehicles | Stock options (20% annual vesting over 5 years) and PSUs (3-year cliff, relative TSR vs S&P Healthcare Equipment Select Index; 0–200% payout) . |
| Double-trigger vesting | Upon qualifying termination within two years post-CIC; otherwise no single-trigger vest absent plan assumptions/substitution per LTIP . |
Note: Ms. Foust’s personal share ownership and vested/unvested breakdown were not individually disclosed in the Security Ownership table (directors, NEOs, and certain officers listed; “directors and executive officers as a group” shown) .
Employment Terms
| Term | Ms. Foust’s Role (EVP, General Counsel & Corporate Secretary) |
|---|---|
| Severance (no CIC) | 1.5x base salary + 2-year average of non-equity incentive/discretionary bonus (lump sum), if terminated without cause/for good reason per Executive Severance Plan . |
| Severance (with CIC) | 2.5x base salary + 3-year average of non-equity incentive/discretionary bonus (lump sum) upon qualifying termination in connection with a change in control; equity subject to double-trigger vesting . |
| Clawback | Policy adopted Dec 1, 2023 for recovery of erroneously awarded incentive-based compensation consistent with SEC/NYSE rules . |
| Non-compete/Non-solicit | Standard restrictions apply through plan documents/equity awards; equity subject to accelerated vesting only on qualifying termination (double trigger) in a CIC context . |
| Hedging/Pledging | Prohibited under insider trading policy; no margin or pledging . |
| Perquisites/Tax gross-ups | Company states no excise tax gross-ups and no executive perquisites other than for international employees; dividends not paid on unvested equity . |
| Retirement/Deferred Comp | Eligible U.S. employees (including NEOs) may participate in the 401(k) Retirement Savings Plan (up to 7% match subject to plan caps) and the nonqualified Benefits Restoration Plan (deferral/match), while legacy defined benefit plan is frozen . |
Investment Implications
- Alignment and risk controls: Strong governance features—ownership/holding requirements, hedging/pledging prohibition, clawback, and double-trigger CIC vesting—align legal leadership with shareholders and mitigate downside-behavioral risk; Say-on-Pay support of 96.2% in 2024 reinforces investor acceptance of incentive design .
- Incentive levers and execution focus: Annual and long-term metrics (Net Sales, Adjusted EPS, OCF; relative TSR PSUs) concentrate leadership attention on profitable growth and cash discipline; 2024 results produced sub-target sales but near-target cash generation and margin/earnings expansion—supportive of pay-for-performance continuity under a new GC .
- Retention dynamics: Executive Severance Plan provides 1.5x/2.5x salary+bonus protection for the GC, lowering voluntary turnover risk during leadership transitions and operational strengthening efforts, while equity holding/vesting schedules encourage tenure through multi-year cycles .
- Trading signals: No specific Hollie Foust Form 4 transactions or 10b5-1 plan adoptions were identified in the filings reviewed; combined with anti-hedging/pledging and holding rules, near-term insider selling pressure from the GC appears structurally limited based on policy design (company policy and plan structures cited) .
Overall, Ms. Foust brings deep healthcare legal and compliance expertise from Cardinal Health and Abbott to CNMD’s legal function amid ongoing operational improvements; the compensation, ownership, and severance frameworks emphasize alignment and prudent risk management without shareholder-unfriendly features (e.g., excise tax gross-ups or single-trigger acceleration) .