Martha Goldberg Aronson
CONMEDAbout Martha Goldberg Aronson
Martha Goldberg Aronson, age 57, is CONMED’s independent Chair of the Board (since October 31, 2024) and a director since 2016. She previously served as Lead Independent Director from May 2020 to October 2024. Aronson holds a BA in Economics from Wellesley College and an MBA from Harvard Business School, and has led global healthcare businesses ranging from $500 million to $1.0 billion across Ecolab, Hill-Rom, and Medtronic; she also served as interim CEO of Beta Bionics in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab (NYSE: ECL) | EVP & President, Global Healthcare | 2012–2015 | Led global healthcare portfolio |
| Hill-Rom (NYSE: HRC) | President – North America | 2010–2012 | Regional leadership in medical technology |
| Medtronic (NYSE: MDT) | SVP & Chief Talent Officer; prior GM roles (U.S. & international) | Various | Organizational capability and global operations |
| Beta Bionics | Interim Chief Executive Officer | Feb–Aug 2022 | CEO transition oversight in diabetes tech |
External Roles
| Organization | Role | Tenure/Date | Notes |
|---|---|---|---|
| Methode Electronics (NYSE: MEI) | Director | Through Sep 2019 | Prior public board service |
| Clinical Innovations | Director | Through Dec 2019 | Prior private company board |
| Cardiovascular Systems (NASDAQ: CSII) | Director | Through Apr 2023 | Prior public company board |
| Beta Bionics | Director | Feb 2020–Oct 2022 | Health tech board role |
| Bright Uro | Director | Joined Apr 2024 | Current private company board |
| OmCare | Director | Joined Nov 2024 | Current private company board |
Board Governance
- Role: Independent Chair of the Board (since Oct 31, 2024); prior Lead Independent Director (May 2020–Oct 2024) .
- Independence: Board determined Aronson is independent under NYSE standards; 7 of 8 nominees are independent .
- Committees: Corporate Governance & Nominating; Strategy (member) .
- Attendance: Board met 8 times in 2024; each director attended all board meetings; independent directors meet in regular executive sessions .
- Term limits & refresh: Independent director tenure limited to 12 years; ongoing committee chair rotation every 3–5 years .
- Leadership structure: CEO and Chair roles separated in Oct 2024 to strengthen independent oversight .
- Risk oversight: Board allocates risk oversight across committees; Audit covers cybersecurity; Compensation oversees pay-related risks .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer – Chair | $120,000 | Effective for 2024 cash compensation schedule |
| Committee Chair – Governance/Compensation | $17,500 | Per chair; Aronson is not listed as a committee chair |
| Committee Member – Governance/Compensation | $8,750 | Per membership |
| Committee Member – Strategy | $7,500 | Per membership |
| Audit Committee Chair | $30,000 | Not applicable to Aronson |
| Audit Committee Member | $15,000 | Not applicable to Aronson |
| 2024 Cash Fees Earned (actual) | $173,127 | Includes ad hoc Independent Special Committee fees during DOJ voluntary disclosure process |
Notes:
- Special Committee monthly fees in 2024: $7,000 for Chair, $5,000 for members; Aronson’s cash fees include these amounts (committee concluded June 2024) .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Stock Options | Jun 3, 2024 | 5,503 | Vest Jun 3, 2025 | $147,976 |
| RSUs | Jun 3, 2024 | 479 | Vest Jun 3, 2025 | $36,969 |
- Non-employee director equity target value: ~$185,000 in 2024 (80% options, 20% RSUs); same mix targeted for 2025 .
- Plan features: Minimum 12-month vesting; no repricing without shareholder approval; prohibition on hedging/pledging; annual non-employee director grant limit $400,000; change-in-control provisions for non-employee directors provide full vesting and exercisability (if specified by Committee) .
- Outstanding awards as of Dec 31, 2024: Stock Options & SARs 28,269; Stock Awards 479 .
Other Directorships & Interlocks
- Compensation Committee interlocks: Proxy discloses no interlocks in 2024 between CNMD’s Compensation Committee/Board and other entities where CNMD executives serve; members were independent .
- Related-party transactions: Audit Committee pre-approves related-party transactions; 2024 disclosure notes an employee who is the daughter-in-law of the former CEO; no related-party transactions disclosed involving Aronson .
Expertise & Qualifications
- Deep medical device and healthcare operations experience (Ecolab, Hill-Rom, Medtronic); organizational talent development; international management; board leadership credentials .
- Board skills matrix highlights strategic planning, operational effectiveness, medical device experience, and organizational capability across the board; Aronson’s biography supports these competencies .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly/indirectly | 13,912 |
| Shares vesting or exercisable within 60 days | 22,766 |
| Total beneficial ownership | 36,678 |
| Ownership as % of shares outstanding | <1% |
| Director stock ownership guideline | 4x annual board retainer; 5-year compliance window |
| Compliance status | All non-employee directors were in compliance as of Dec 31, 2024 (includes Aronson) |
| Hedging/Pledging | Prohibited; margin purchases/pledging restricted |
Governance Assessment
- Effectiveness: Separation of Chair/CEO with Aronson as independent Chair strengthens oversight; she served as Lead Independent Director prior to becoming Chair. Full attendance and established executive sessions indicate active engagement .
- Alignment: Director pay mix emphasizes equity (options + RSUs) with minimum 12-month vesting and anti-hedging/pledging rules; ownership guideline at 4x retainer and confirmed compliance supports alignment with shareholders .
- Independence & conflicts: Board determined Aronson is independent; no related-party transactions disclosed involving her; no Compensation Committee/Board interlocks reported for 2024 .
- Signals: Board refreshment and term limits (12 years) reduce entrenchment risk; committee rotation targets every 3–5 years; strong say-on-pay result (96.2%) indicates investor support for pay policies, contributing to governance confidence .
RED FLAGS: None disclosed specific to Aronson. Company-wide policies prohibit hedging/pledging; no repricing without shareholder approval; robust related-party pre-approval. No attendance or Section 16(a) compliance issues noted for Aronson .