Mark Kaye
CONMEDAbout Mark Kaye
Mark Kaye, age 45, joined CONMED’s Board in February 2025 and is nominated as an independent director; he currently serves on the Audit and Strategy Committees and has been designated an Audit Committee Financial Expert . He is EVP & CFO of Elevance Health (NYSE: ELV) since November 2023 and previously held senior finance roles including CFO at Moody’s, MassMutual, Voya Financial (ING U.S.), and investment banking at Credit Suisse; he holds a BS in Actuarial Science & Statistics and an MBA in Finance from the University of Pennsylvania/Wharton . The Board has determined he has no material relationship with CONMED and is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health (ELV) | EVP & CFO | Nov 2023 – present | Senior oversight of global finance; healthcare services expertise |
| Moody’s Corporation (MCO) | EVP & CFO; previously SVP & CFO | Apr 2021 – Sep 2023; Aug 2018 – Apr 2021 | Led global finance; capital markets experience |
| MassMutual | CFO, MassMutual U.S.; SVP & Head of FP&A | Jul 2015 – Jul 2018; Feb 2016 – Jul 2018 | FP&A leadership; operational efficiency |
| Voya Financial (ING U.S.) | CFO & SVP, Retirement Solutions | 2011 – 2015 | Risk reporting and finance leadership |
| ING U.S. / ING Group | Senior financial & risk reporting positions | Prior to 2011 | Risk management and reporting |
| Credit Suisse First Boston | Investment Banking | Early career | Capital markets foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BCS Financial Corporation | Director | Since May 2024 | Insurance/financial services; board governance experience |
Board Governance
| Committee | Role | Chair | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Member | Barbara J. Schwarzentraub | 15; all active members attended each meeting | Kaye qualifies as Audit Committee Financial Expert |
| Strategy | Member | Charles M. Farkas | 2; all active members attended each meeting | Oversight of long-term strategy |
- Independence: Board determined Kaye and other non-management directors are independent; independent directors meet in executive session at each Board meeting .
- Board attendance and engagement: The full Board met eight times in 2024; all sitting directors attended the 2024 annual meeting and board sessions (Kaye joined in 2025) .
- Risk oversight: Audit Committee oversees financial reporting, cyber-risk, related-party approvals; Board allocates risk oversight across committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Non-Employee Director | $70,000 (paid quarterly) | Applies to Kaye as an independent director |
| Chair of the Board retainer | $120,000 | Not applicable to Kaye |
| Audit Committee Chair | $30,000 | Chair is Schwarzentraub |
| Audit Committee Member | $15,000 | Applies to Kaye |
| Governance or Compensation Chair | $17,500 | Not applicable to Kaye |
| Governance or Compensation Member | $8,750 | Not applicable to Kaye |
| Strategy Committee Chair | $15,000 | Not applicable to Kaye |
| Strategy Committee Member | $7,500 | Applies to Kaye |
- Program reviewed in 2023 by independent consultant (Compensia) and adjusted effective Jan 1, 2024 .
Performance Compensation
| Component | Target Value | Instruments | Grant Details | Vesting |
|---|---|---|---|---|
| Annual equity award – Non-Employee Director | ~$185,000 (Black-Scholes) | 80% stock options; 20% RSUs | 2024 grant comprised 5,503 options and 479 RSUs (as-of June 3, 2024 valuation) | Both options and RSUs vest on June 3, 2025 |
| 2025 equity program | Consistent value and mix with 2024 | 80% options; 20% RSUs | Board approved continuation of mix | Standard minimum 12-month vesting across equity programs |
- Director equity is time-based; no director-specific performance metrics disclosed (PSUs are used for executives, not for directors) .
Other Directorships & Interlocks
| Company | Relationship to CONMED | Potential Interlock / Conflict Assessment |
|---|---|---|
| Elevance Health (ELV) – Kaye is CFO | Payer in healthcare; not a disclosed customer/supplier to CONMED | No related-party transaction disclosed involving Elevance; Audit Committee screens and must approve any related-party transactions per policy |
| BCS Financial – Kaye is Director | Insurance services; no disclosed transactions with CONMED | No related-party transaction disclosed; related-party policy requires pre-approval and competitive bids >$50k |
- Proxy’s related-party section discloses only an employee family relationship compensation (Hartman’s daughter-in-law); no transactions involving Kaye are disclosed .
Expertise & Qualifications
- Audit Committee Financial Expert designation based on relevant education and work experience; complements Audit oversight .
- Deep CFO experience across healthcare and financial services; strategic planning, operational efficiencies, capital markets .
- Formal training: BS in Actuarial Science & Statistics and MBA in Finance (Wharton), adding quantitative and risk credentials .
- Governance, risk management, and financial oversight emphasis highlighted by Board in nominating Kaye .
Equity Ownership
| Policy | Requirement | Compliance Timing | Hedging/Pledging |
|---|---|---|---|
| Director Stock Ownership Guidelines | Own at least 4x annual board retainer | New directors must comply within 5 years | Hedging and pledging Company stock prohibited; margin purchases/borrowing against Company stock prohibited |
- All non-employee directors were in compliance with guidelines as of Dec 31, 2024 (preceded Kaye’s appointment); Kaye will be subject to the same requirements and retention policies .
Governance Assessment
- Strengths: Independence, Audit and Strategy Committee membership, and Audit Committee Financial Expert status support board effectiveness and investor confidence .
- Compensation alignment: Director pay combines modest cash retainers with equity that vests over at least 12 months; no hedging/pledging permitted, reinforcing alignment .
- Board quality signals: Active refreshment (Kaye added in 2025), defined term limits, robust annual self-assessments, and third-party facilitated board review in 2024 .
- Shareholder-friendly practices: Majority voting for directors; strong say-on-pay support (96.2% in 2024) indicates investor endorsement of pay governance .
- Conflicts oversight: Explicit related-party policy under Audit Committee with pre-approval requirements and competitive bidding thresholds; no related-party transactions involving Kaye disclosed .
- Watch items: Kaye’s concurrent CFO role at Elevance and directorship at BCS Financial create potential ecosystem proximity; monitor for any future transactions with CONMED subject to Audit Committee related-party review .
RED FLAGS: None disclosed specific to Kaye (no related-party transactions, no hedging/pledging, independent status affirmed) .