Todd Garner
CONMEDAbout Todd Garner
Todd W. Garner is Executive Vice President, Finance and Chief Financial Officer of CONMED (age 56), serving as CFO since January 2018 after prior finance and investor relations leadership roles at C.R. Bard and earlier positions at Echopass, Futura Industries, Excel Communications, Verizon, and Arthur Andersen; he holds an MBA from the University of Texas – Rio Grande Valley, a BS in Accounting from Brigham Young University, and is a CPA . Company performance in 2024 featured adjusted operating margin of 15.5% (+150 bps y/y) and adjusted diluted EPS of $4.17 (+20.9% y/y), while FX‑adjusted net sales were $1,314.6M vs a $1,364.3M target, and operating cash flow was $167.0M vs a $169.2M target; 2024 TSR reflected $63.84 value for a $100 initial investment versus peer group $137.81 . Governance and alignment are reinforced by stock ownership guidelines (CFO 3x salary), prohibitions on hedging/pledging, a clawback policy compliant with SEC/NYSE, and double‑trigger vesting on change‑of‑control terminations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C.R. Bard, Inc. | VP Investor Relations | 2011–2017 | Led public IR during multi‑year portfolio and market communications |
| C.R. Bard, Inc. (Medical Division) | VP, Controller (Divisional CFO) | 2007–2011 | Division‑level financial leadership, controls and planning |
| C.R. Bard, Inc. | Director of Financial Reporting | 2005–2007 | Corporate reporting and disclosure quality |
| C.R. Bard, Inc. | Controller, Reynosa Operations | 2003–2005 | Plant‑level cost control and financial operations |
| Echopass (now Genesys) | Acting CFO & Controller | 2000–2003 | Early‑stage finance leadership and controls |
| Futura Industries | Controller & Value Planning Manager | 1997–2000 | Controllership and value planning |
| Excel Communications | Accounting Manager | 1997 | Accounting operations |
| Verizon | Accounting Coordinator | 1995–1996 | Accounting support |
| Arthur Andersen LLP | Senior Auditor | 1992–1995 | External audit experience |
External Roles
No public company board roles or external directorships for Mr. Garner were disclosed in the proxy .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | $600,000 (as of Nov 1, 2024); $563,264 (Mar 1 merit) | $541,600 | 4% merit increase in Mar; performance‑based increase to $600K in Nov |
| Target Bonus (% of base) | 80% | — | Set by Executive Bonus Plan |
| Actual Bonus Paid ($) | $397,872 (66.3% of YE base salary) | — | Based on 2024 performance outcomes |
Performance Compensation
2024 Executive Bonus Plan (CFO)
| Metric | Weight at Threshold / Target / Max (as % of base) | Target | Actual | Payout % |
|---|---|---|---|---|
| Net Sales (FX Adjusted) | 5.60% / 28.00% / 56.00% | $1,364.3M | $1,314.6M | 81.8% |
| Adjusted Diluted Net EPS | 8.00% / 40.00% / 80.00% | $4.34 | $4.17 | 80.5% |
| Operating Cash Flow | 2.40% / 12.00% / 24.00% | $169.2M | $167.0M | 93.4% |
| Total Earned Bonus | — | — | — | 66.3% of YE base; $397,872 |
Notes:
- Performance metrics are measured on GAAP results with Compensation Committee discretion to adjust for specified items; detailed non‑GAAP reconciliation referenced in the proxy .
Long‑Term Incentives (TSR‑linked PSUs and Stock Options)
| Award Type | Grant Date | Size | Terms |
|---|---|---|---|
| Performance Stock Units (PSUs) | 3/1/2024 | 4,208 target PSUs | 3‑year cliff vest; payout based on relative TSR vs S&P Healthcare Equipment Select Index: Threshold 25th percentile = 50%; Target 50th = 100%; Max 75th+ = 200% |
| Stock Options | 3/1/2024 | 44,677 | Exercise price $79.95; vest 20% annually over 5 years |
| RSUs | 11/1/2024 | 22,727 | Time‑based RSUs; unvested value $1,555,436 as of 12/31/2024 |
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Direct/Indirect Shares Owned | 277 |
| Shares Vesting/Exercisable in 60 days | 196,959 |
| Total Beneficial Ownership | 197,186 |
| Ownership % of Shares Outstanding | <1% |
| Stock Ownership Guideline | CFO required 3x base salary; all NEOs were compliant as of 12/31/2024 |
| Hedging/Pledging | Prohibited; no margin purchases/pledges; insider trading policy on file |
| Options Moneyness (12/31/2024) | All stock options were underwater at year‑end pricing methodology described; intrinsic value of unvested options was zero for CIC table |
Selected outstanding awards detail (as of 12/31/2024):
- Unexercisable options: 10,600 (2020 grant, $97.69), 18,020 (2021, $122.55), 33,000 (2022, $144.55), 25,770 (2023, $96.16), 44,677 (2024, $79.95) .
- Unvested RSUs: 22,727 (granted 11/1/2024) .
- Unearned PSUs: 2,920 (2023 grant), 4,208 (2024 grant) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Basis | At‑will; executive arrangements governed by Company policies and plan documents; offer letter and 2020 amendment on file (10‑K exhibits) |
| Severance – No Change in Control | CFO severance multiple 1.5x (sum of base salary + 2‑year average bonus/discretionary bonus); illustrative amount $1,632,697 for Garner as of 12/31/2024 |
| Severance – Change in Control | Double‑trigger vesting; CFO severance multiple 2.5x (sum of base salary + 3‑year average bonus/discretionary bonus); illustrative total $4,458,395 for Garner (salary/bonus multiple $2,481,711 + intrinsic value of unvested stock awards $1,976,684) |
| Clawback | SEC/NYSE‑compliant mandatory clawback adopted Dec 1, 2023 covering incentive‑based compensation for 3 prior fiscal years upon required restatements |
| Hedging/Pledging | Prohibited for executives; includes margin and derivatives restrictions |
| 401(k) and Benefits Restoration Plan | Eligible to defer up to 50% salary and 100% bonus in nonqualified plan with 7% Company match; vesting schedule aligned to Savings Plan (20% per year over 5 years) |
| Corporate Aviation | Business use permitted under policy; no personal use for executives; no excise tax gross‑ups; general policy avoids tax gross‑ups (company‑wide) |
Compensation History (Multi‑Year)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 565,776 | 0 | 2,099,933 | 1,499,807 | 397,860 | 79,337 | 4,642,713 |
| 2023 | 538,971 | 0 | 425,064 | 1,274,951 | 579,057 | 53,821 | 2,871,864 |
| 2022 | 521,653 | 30,000 | 0 | 2,789,600 | 171,124 | 60,702 | 3,573,079 |
Insider Trading Activity and Signals
- No adoption/modification/termination of Rule 10b5‑1 plans by executives in Q4 2024 per 10‑K disclosure; Company insider trading policy filed as Exhibit 19 .
- Reported Form 4 transaction: On Aug 7, 2025, Garner sold 598 shares at $52.45; Form 4 indicates 0 shares beneficially owned following the transaction (signed by POA Aug 8, 2025) .
- RSU grant filings in late 2025 noted; Company site and third‑party references list Form 4s describing RSU awards and vesting mechanics .
Compensation Structure Analysis
- Equity mix incorporates PSUs since 2023 (relative TSR) alongside significant stock options; CFO 2024 target equity grant value was $2,000,000 (44,677 options; 4,208 PSUs) plus an off‑cycle 22,727 RSU grant on Nov 1, 2024, indicating layered long‑term incentives across option, PSU, and RSU vehicles .
- Double‑trigger CIC vesting and strict ownership/retention guidelines align pay with long‑term company performance; no option repricing without stockholder approval and no excise tax gross‑ups per plan practices .
- 2024 Say‑on‑Pay support was 96.2%, signaling shareholder acceptance of pay design and outcomes .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Ownership guideline compliance | All NEOs, including CFO, compliant as of Dec 31, 2024 |
| Near‑term vesting/exercise | 196,959 shares vesting/exercisable within 60 days (as of Mar 24, 2025), supporting significant ongoing alignment and retention |
| Prohibited practices | Hedging/pledging, margin purchases/pledges prohibited; reinforces alignment |
Employment Terms – Change‑of‑Control Economics
| Scenario | CFO Multiple | Illustrative Payment Components (Garner @ 12/31/2024) |
|---|---|---|
| No CIC (termination without cause/good reason) | 1.5x | $1,632,697 lump sum severance |
| CIC + qualifying termination (double trigger) | 2.5x | $2,481,711 severance + $1,976,684 intrinsic value of unvested stock awards; total $4,458,395 |
Investment Implications
- Alignment and retention: Large unvested equity across options, PSUs, and RSUs, plus 3x‑salary ownership requirement and 50% post‑tax retention until guideline met, support retention and alignment; hedging/pledging prohibitions further reduce misalignment risk .
- Selling pressure: As of 12/31/2024, all options were underwater, limiting near‑term exercise‑driven supply; RSUs will convert on vesting, which can create periodic tax‑related sales, as evidenced by the small Aug 2025 sale of 598 shares .
- Pay‑for‑performance: 2024 bonuses paid below target but positive (66.3% of base) across balanced metrics; PSUs tie multi‑year payout to relative TSR, and Say‑on‑Pay support (96.2%) signals investor confidence in design .
- Downside protections and governance: Double‑trigger CIC terms (2.5x multiple for CFO), clawback, and no repricing/gross‑ups reduce governance red flags; insider plan discipline (no new 10b5‑1 activity in Q4 2024) indicates controlled trading practices .