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Kim Kelderman

Director at CONMEDCONMED
Board

About Kim Kelderman

Independent director at CONMED (appointed September 8, 2025) with deep operating and commercial leadership across life sciences; currently President, CEO, and director of Bio‑Techne (NASDAQ: TECH) since February 2024. Prior roles include COO of Bio‑Techne (Nov 2023–Jan 2024), President of Diagnostics & Genomics at Bio‑Techne (since April 2018), senior leadership at Thermo Fisher Scientific across Genetic Sciences (Applied Biosystems/Affymetrix brands), and segment leadership at Becton Dickinson; B.S. from Hogeschool Heerlen of Applied Sciences (Netherlands) . The CONMED Board determined he is independent under NYSE and company standards; no related‑party transactions or family relationships disclosed; appointed to the Corporate Governance & Nominating and Strategy Committees .

“Kim brings extensive global leadership experience across life sciences… valuable additions to the board,” said LaVerne Council, Chair of CONMED’s Board; CEO Pat Beyer added, “We are excited to benefit from his extensive experience…” .

Past Roles

OrganizationRoleTenureCommittees/Impact
Bio‑Techne (TECH)President, CEO, and DirectorFeb 2024–presentCompany leader; board member
Bio‑Techne (TECH)Chief Operating OfficerNov 2023–Jan 2024Operational leadership
Bio‑Techne (TECH)President, Diagnostics & GenomicsApr 2018–Nov 2023Grew diagnostics/genomics portfolio
Thermo Fisher ScientificLed multiple businesses in Genetic Sciences (Instrumentation, Software, Consumables & Assays; Applied Biosystems/Affymetrix)Prior to 2018Global P&L and product leadership
Becton DickinsonSenior Segment Leader (Vacutainer blood tubes)Prior to Thermo FisherGlobal business leadership

External Roles

OrganizationRoleTenureCommittees/Notes
Bio‑Techne (TECH)DirectorFeb 2024–presentServes as CEO/director

Board Governance

  • Appointment and independence: Appointed to CONMED’s Board on September 8, 2025; Board determined he meets NYSE and company independence standards; no Item 404(a) related‑party transactions; no familial relationships disclosed .
  • Committee assignments: Corporate Governance & Nominating Committee; Strategy Committee .
  • Committee independence: All standing CONMED Board committees are 100% independent, and independent directors meet in executive session during each Board meeting .
  • Board structure context: CONMED limits director tenure to ~12 years and rotates committee chairs every 3–5 years to support refreshment and oversight quality .

Fixed Compensation

ComponentAmount (Annual)Notes
Non‑Employee Director Retainer$70,000Paid quarterly
Governance/Nominating Committee Member$8,750Member retainer
Strategy Committee Member$7,500Member retainer
Illustrative Annual Cash Total (based on current assignments)$86,250$70,000 + $8,750 + $7,500; actual may prorate from appointment date
  • Director stock ownership guideline: 4× annual board retainer; compliance required within five years; retention requirements apply until met .
  • Hedging/pledging: Prohibited for directors (no hedging, no pledging, no margin) .

Performance Compensation

Directors receive time‑based equity (no performance metrics). The standard program targets ~$185,000 in annual equity value (80% options, 20% RSUs), with 2025 target value “consistent” with 2024; 2024 grant example per director: 5,503 options and 479 RSUs (vest over ~1 year for that cycle) .

Grant TypeShares/UnitsVestingValuation/Terms
Pro‑rated Initial Grant (upon appointment Sep 8, 2025): Stock Options6,227Cliff vest Sep 8, 2026Exercise price = CNMD closing price on Sep 8, 2025; grant value ~$134,766 (Black‑Scholes)
Pro‑rated Initial Grant (upon appointment Sep 8, 2025): RSUs500Cliff vest Sep 8, 2026Part of same ~$134,766 value
Standard Director Equity Design (context)Annual cycle~80% options / 20% RSUs; ~$185,000 target value in 2024; 2025 consistent
  • Change‑in‑control: Proxy states director equity under the non‑employee plan follows stated vesting; no director‑specific CIC single‑trigger acceleration disclosed in director program; equity plan forbids option repricing without shareholder approval .

Other Directorships & Interlocks

CompanyTypeRoleInterlock/Conflict Note
Bio‑Techne (TECH)PublicCEO and DirectorBoard disclosed no related‑party transactions with CONMED; Board confirmed independence at appointment .

Expertise & Qualifications

  • Global life sciences operating leadership across diagnostics, genomics, and medical consumables (Bio‑Techne, Thermo Fisher, BD) .
  • Product/portfolio, P&L, and commercialization expertise in genetic sciences; exposure to instrumentation, software, consumables, assays .
  • Education: B.S., Hogeschool Heerlen of Applied Sciences (Netherlands) .

Equity Ownership

CategoryAmountStatus/Notes
Common Stock0Initial Form 3 reported 0 shares beneficially owned (filed Sep 9, 2025)
RSUs (unvested)500Vests Sep 8, 2026 (initial board grant)
Stock Options (unvested)6,227Vests Sep 8, 2026; strike = Sep 8, 2025 close
Ownership Guidelines4× retainerFive‑year compliance window; retention requirements apply
Hedging/PledgingProhibitedCompany policy prohibits hedging/pledging/margin

Insider filings:

  • Form 3 (Initial Statement of Beneficial Ownership): filed Sep 9, 2025; reported 0 common shares; relationship checked “Director” .

Governance Assessment

  • Strengths

    • Clear independence determination with no Item 404(a) related‑party transactions or familial ties disclosed at appointment; assigned to governance‑critical committees (Governance & Nominating; Strategy) .
    • Director compensation structure aligns with shareholders via meaningful equity mix; prohibitions on hedging/pledging and robust director ownership guidelines support alignment .
    • Board‑level governance practices (100% independent committees; executive sessions; term limits; committee chair rotation) promote oversight quality .
  • Watch items / potential conflicts

    • Concurrent public‑company CEO role (Bio‑Techne) increases time demands; ongoing monitoring warranted for potential conflicts should business relationships arise; Board disclosed none and affirmed independence at appointment .
    • New appointee (Sep 2025): attendance and engagement records will become available in the next proxy; prior year board attendance (100% in 2024) predates his tenure .
  • Shareholder context

    • Say‑on‑pay support at CONMED was strong in 2024 (96.2%), indicating broad investor confidence in compensation governance; while this pertains to executive pay, it reflects the Compensation Committee and board’s governance approach .

Appendix: CONMED Director Compensation Program (Context)

ItemDetail
Cash retainers$70,000 non‑employee director; Committee member fees: Governance/Compensation $8,750; Strategy $7,500; Audit member $15,000; Chairs paid higher (e.g., Audit Chair $30,000; Governance/Compensation Chair $17,500; Strategy Chair $15,000); Chair/Lead Director retainer $120,000 .
EquityTarget ~$185,000 (approx. 80% options/20% RSUs); 2025 target consistent with 2024; examples: 5,503 options + 479 RSUs vested on June 3, 2025 for that cycle .
Ownership & trading4× retainer ownership guideline; no hedging/pledging; retention requirements until guideline met .

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