Patrick Beyer
CONMEDAbout Patrick Beyer
Patrick (Pat) J. Beyer, age 59, became CONMED’s President & CEO and joined the Board on January 1, 2025, after serving as COO (Apr–Dec 2024), President International & Global Orthopedics (2020–2024), and President, CONMED International (2014–2020) . He brings 30+ years in MedTech, including CEO of ICNet (2010–2014) and 21 years at Stryker leading Europe and other regional businesses; he holds a BA (Kalamazoo College), MBA in Finance (Western Michigan University), and completed HBS’s AMP . At the company level, 2024 adjusted operating margin rose 150 bps to 15.5% and adjusted diluted EPS grew 20.9% to $4.17, while FX‑adjusted net sales were $1,314.6M (below target); TSR value fell to $63.84 (from a $100 base in 2019) as of year end 2024—context for incentive outcomes as Beyer stepped into the CEO role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CONMED | President & CEO; Director | 2025–present | CEO transition with separated Chair/CEO structure; focus on operations and supply chain strengthening . |
| CONMED | Chief Operating Officer | 2024 | Oversaw global operations during margin expansion year; groundwork for CEO transition . |
| CONMED | President, International & Global Orthopedics | 2020–2024 | Led international and ortho portfolio; drove commercial performance and global execution . |
| CONMED | President, CONMED International | 2014–2020 | Built international footprint post-joining in 2014 . |
| ICNet | Chief Executive Officer | 2010–2014 | Led infection-control software platform through sale . |
| Stryker | Various leadership roles (Europe CEO; UK/SA/IE; Stryker Medical) | 1999–2009 | Led multi-region/business units across MedSurg/orthopedics; deep operational/commercial expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bioventus (NASDAQ: BVS; formerly Misonix) | Director; Audit Committee member | Current | External public board service; audit oversight experience . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (CEO terms) |
|---|---|---|---|
| Base Salary (USD) | $551,604 (paid in GBP; converted at Dec 29, 2023 rate) | $600,710 (GBP; reflects 3% merit to ~$561,515 USD then increase to £478,225 upon COO appointment) | $850,000 (paid in GBP; set by amended service agreement effective Jan 1, 2025) |
| Target Annual Bonus (% of base) | Not disclosed | 80% (COO) | 100% (CEO) |
| 2024 Earned Annual Bonus | — | $398,343 (66.3% of YE base; 82.9% of target) | — |
Performance Compensation
- Annual Incentive Plan metrics for 2024 (COO period): Adjusted Diluted EPS (heaviest), FX‑adjusted Net Sales, Operating Cash Flow; company achieved 81.8% (sales), 80.5% (Adj EPS), 93.4% (OCF) payout factors, driving an overall 82.9% of target outcome for Beyer (66.3% of YE base) .
| Metric | Target Weighting (as % of base at Target) | Actual Payout Factor | Notes |
|---|---|---|---|
| Net Sales (FX‑Adjusted) | 28.0% | 81.8% | Company-level growth vs 2023 . |
| Adjusted Diluted Net EPS | 40.0% | 80.5% | Non-GAAP; recon provided in proxy . |
| Operating Cash Flow | 12.0% | 93.4% | OCF replaced FCF in 2024 plan . |
| Total | 80.0% | 82.9% (of target) | Earned 66.3% of YE base; $398,343 . |
- Long-Term Incentives and Vesting
| Grant / Plan | Grant Date | Target Value / Quantity | Vehicle / Terms |
|---|---|---|---|
| Core annual LTI (2024) | 3/1/2024 | $2,000,000; 44,677 options; 4,208 PSUs | Options strike $79.95; options vest 20% annually over 5 yrs; PSUs cliff vest after 3 yrs based on relative TSR vs S&P Healthcare Equipment Select Index (25th/50th/75th percentile → 50%/100%/200% payout) . |
| One-time promotion LTI (COO) | 4/24/2024 | $800,000; 20,060 options; 1,925 PSUs | Options strike $70.01; same vesting/PSU terms . |
| Planned CEO LTI (2025) | 2025 program | ~$5,000,000 | 50% PSUs / 50% options (increased performance weighting vs COO mix) . |
-
Most important pay‑for‑performance measures cited: Revenue, Adjusted Diluted EPS, Operating Cash Flow, three‑year relative TSR .
-
2024 Option Exercises: None for Beyer (no shares acquired on exercise) .
Equity Ownership & Alignment
| Ownership / Awards | Amount | Notes |
|---|---|---|
| Beneficial ownership (Mar 24, 2025) | 332,038 total shares; 10,807 directly/indirectly owned; 321,231 vesting/exercisable within 60 days; ~1.1% of shares outstanding | Indicates significant equity exposure tied to company performance . |
| Unvested PSUs (target) | 2,920 (2023 grant) = $199,845; 4,208 (2024 grant) = $287,996; 1,925 (4/24/2024) = $131,747; total $619,588 (values at $68.44 YE price) | PSU value contingent on relative TSR over 3 years . |
| Options – underwriting at YE 2024 | All outstanding options were underwater at $68.44 YE price (exercise prices ≥ $70.01) | Low near-term exercise/sale pressure given strikes above market . |
| CEO ownership guideline | 4x base salary; compliance required within 5 years; retain 50% net after-tax shares until met | All NEOs were in compliance as of 12/31/2024 (position-based) . |
| Hedging/pledging | Prohibited for executives and directors; no margin purchases/pledges; policy filed and in effect | Supports alignment; no repricing without shareholder approval . |
Employment Terms
| Term | Detail |
|---|---|
| Service Agreement | Amended/Restated Oct 30, 2024; effective Jan 1, 2025 (CEO) . |
| Base salary / Target bonus | $850,000 base; target annual bonus 100% of base (CEO) . |
| 2025 LTI design | ~$5M target; 50% PSUs / 50% options . |
| Non-compete / non-solicit | 12 months post-termination; perpetual confidentiality; UK garden leave framework under prior agreement . |
| Severance (non‑CIC) | If terminated without cause/good reason as of 12/31/2024: $1,058,345 (sum of base + 2‑yr avg bonus × CEO multiple = 2x) . |
| Severance (CIC + qualifying termination) | $1,973,529 cash (3x salary + 3‑yr avg bonus for CEO) plus $552,995 intrinsic value of unvested stock awards (options underwater at YE 2024) → total ~$2,526,524 (as of 12/31/2024) . |
| Equity vesting on CIC | Double trigger: acceleration only upon qualifying termination within 2 years post‑CIC; PSUs earned ≥ target or actual to date; time-based vesting continues . |
| Clawback | SEC/NYSE‑compliant policy adopted Dec 1, 2023; recovers erroneously awarded incentive-based comp on restatement . |
| Pensions/Deferred comp | UK program analogous to BRP (not eligible for US BRP); $152,879 UK retirement payments in 2024 noted . |
| Perquisites / taxes | Business aircraft use; company-provided apartment (US-based during COO period); tax preparation; limited tax gross-ups for imputed income tied to relocation/housing/airfare (e.g., $90,277 in 2024) . |
Board Governance
- Status: CEO and non-independent director since 2025; not on committees (all are 100% independent) .
- Leadership structure: Roles of Chair and CEO separated since Oct 31, 2024; Chair is independent (Martha Goldberg Aronson); independent executive sessions each meeting .
- Committees: Audit (Schwarzentraub, Chair), Compensation (Concannon, Chair), Corporate Governance & Nominating (Bronson, Chair), Strategy (Farkas, Chair) .
- Meeting discipline: 2024—full Board met eight times; all directors attended or participated in all meetings .
- Director stock/hedging policies: Minimum ownership and no hedging/pledging apply to directors; 2024 non-employee directors in compliance .
Compensation Structure Analysis
- Mix and risk: As CEO, 2025 LTI shifts to 50% PSUs, 50% options (vs 75% options/25% PSUs for non-CEO execs in 2024), increasing multi-year performance linkage via relative TSR while preserving long-dated equity exposure through options .
- Annual plan tightening: Added Operating Cash Flow in 2024 to sharpen working capital discipline; metrics and payouts capped; strong clawback and no guaranteed bonuses .
- Market calibration: LTI levels anchored to ~50th percentile market rate, using Compensia and Infinite Equity analyses; peer set includes Enovis, Globus, Haemonetics, ICU Medical, Integra, LivaNova, Masimo, Merit, Penumbra, Teleflex, Varex .
- Governance safeguards: Double-trigger CIC vesting; no option repricing without shareholder approval; hedging/pledging prohibited; robust ownership/holding requirement .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96.2% support; committee made no major changes tied to vote outcome; will continue annual vote .
Performance & Track Record
- 2024 operating progress: Adjusted operating margin up 150 bps to 15.5% and adjusted diluted EPS up 20.9% to $4.17; focus on resolving Orthopedics supply constraints with top-tier consulting support going into 2025 .
- 2024 annual plan results: FX‑adjusted net sales $1,314.6M (below target), adjusted EPS $4.17 (below target), OCF $167M (below target), driving overall 82.9% of target annual bonus for NEOs .
- Option exercise behavior: No 2024 exercises by Beyer (— in the Option Exercises table) .
Risk Indicators & Red Flags
- Options currently underwater at 12/31/2024: Lower near-term exercise/sale pressure; limits realization until price recovery .
- Limited tax gross‑ups: Company does not provide excise tax gross-ups in employment arrangements; however, gross-ups were provided for certain imputed perquisite taxes during 2024 due to relocation/business demands .
- Hedging/pledging bans in place; clawback policy compliant with SEC/NYSE .
- Governance enhancements: Chair/CEO separation; 100% independent committees .
Equity Detail Snapshot (12/31/2024)
| Category | Quantity | Key Terms / Value |
|---|---|---|
| Options outstanding (selected recent grants) | 44,677 @ $79.95 (3/1/2024); 20,060 @ $70.01 (4/24/2024); plus legacy grants (various strikes/dates) | 10‑year term; 20% annual vesting . |
| PSUs outstanding (target) | 2,920 (2023), 4,208 (2024), 1,925 (4/24/2024) | Relative TSR vs S&P Healthcare Equipment Select Index; 0–200% payout after 3 years . |
| PSU year‑end value (sum) | $619,588 at $68.44 per share | 2023: $199,845; 3/1/2024: $287,996; 4/24/2024: $131,747 . |
Board Service Details (dual-role implications)
- Board tenure: Director since 2025; non‑independent given CEO role .
- Committees: None (all committees 100% independent) .
- Dual-role mitigation: Chair/CEO roles separated since Oct 31, 2024; independent Chair leads executive sessions and oversight .
- Independence/policy: Directors and executives prohibited from hedging/pledging; stock ownership requirements for alignment .
Investment Implications
- Alignment and incentives: 2025 CEO package (50% PSUs/50% options) ties value realization to multi-year TSR and share price appreciation; ownership guidelines and no hedging/pledging reinforce alignment .
- Selling pressure: No 2024 option exercises; all options underwater at YE 2024; PSUs cliff-vest post 3-year cycles—together implying low near-term forced selling pressure absent price recovery or vesting events .
- Retention and protection: Double-trigger CIC vesting and CEO-level severance (3x salary+avg bonus on CIC termination) reduce transition risk; 12‑month non-compete/non-solicit protects franchise if departure occurs .
- Pay-for-performance integrity: Annual plan (EPS, sales, OCF) and relative TSR PSUs, strong clawback, and no option repricing without shareholder approval support shareholder-friendly design; 96% say‑on‑pay approval provides external validation .
- Execution focus: Board and CEO highlight operational strengthening and supply chain remediation in Orthopedics as 2025 priorities; monitor PSU cohorts (2023–2025) and option moneyness for future incentive realization and potential trading windows .