Brian G. Lloyd
MERIT MEDICAL SYSTEMSAbout Brian G. Lloyd
Brian G. Lloyd is Chief Legal Officer and Corporate Secretary of Merit Medical Systems (MMSI), serving in this role since April 2016. He is 64 and holds a B.S. in Finance from Brigham Young University and a J.D. from Columbia Law School . Before MMSI, he practiced for more than 20 years at Parr Brown Gee & Loveless and four years as a partner at Stoel Rives, specializing in corporate governance, securities regulation, and M&A—expertise directly relevant to MMSI’s acquisitive strategy and governance rigor . During his tenure, MMSI delivered record 2024 revenue of $1.357B, a 180 bps YoY improvement in non-GAAP operating margin, strong free cash flow generation of more than $185M, non-GAAP EPS of $3.46, and a five-year TSR of ~210% through year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parr Brown Gee & Loveless, PC | Attorney (corp governance, securities, M&A) | More than 20 years | Deep transaction and governance experience supporting MMSI’s M&A, governance, and regulatory posture |
| Stoel Rives, LLP | Partner (corp governance, securities, M&A) | Four years | Large-firm securities/M&A perspective applied to MMSI’s legal operations and board support |
External Roles
No public company directorships or external board roles disclosed for Lloyd. Shareholder communications to the Board are addressed to the Corporate Secretary at MMSI’s headquarters .
Fixed Compensation
Multi-year summary for Brian G. Lloyd (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $600,000 | $629,423 | $630,000 |
| Stock Awards (PSUs/RSUs grant-date fair value) | $688,352 | $1,304,054 | $2,124,680 |
| Option Awards (grant-date fair value) | $199,991 | $400,011 | — |
| Non-Equity Incentive Plan Compensation (Annual Bonus) | $220,008 | $297,662 | $299,628 |
2025 base salary approved by the Compensation Committee remains $630,000 .
2024 Executive Bonus Plan details for Lloyd:
| Item | Value |
|---|---|
| Target Bonus % of Salary | 40% |
| Total Attainment | 118.90% |
| Actual Bonus Paid | $299,628 |
Performance Compensation
2024 Annual Incentive (Executive Bonus Plan)
| Metric | Weighting | Target | Actual | Weighted Attainment |
|---|---|---|---|---|
| Sales | 40% | $1,325M | $1,357M | 44.76% |
| Operating Margin (Non-GAAP) | 40% | 18.90% | 18.98% | 41.69% |
| EPS (Non-GAAP) | 20% | $3.35 | $3.46 | 21.64% |
| CGI Modifier (capped) | 100% weight | See modifier goals | 110% | Applied at cap |
| Total Attainment | 118.90% |
Plan design highlights: payout caps at 165% of target; modifier driven by Gross Margin (51.05% goal, 105% modifier) and Employee Engagement (≥50th percentile, 105%); combined modifier capped at 110% .
Long-Term Incentives
2024–2026 PSUs (granted 2024):
| Item | Value |
|---|---|
| Target PSU Shares (Lloyd) | 10,979 |
| FCF Metrics | Threshold $320M (50%); Target $400M (100%); Maximum $480M (200%) |
| rTSR vs Russell 2000 | ≤25th percentile: 75%; 50th: 100%; ≥75th: 125% (interpolated between percentiles) |
| Vesting Conditions | 3-year performance; employment through 2nd day of year after period; pro rata on death/disability/without cause/Good Reason after ≥1 year |
| CIC Treatment | Target PSU Shares paid within 30 days (CEO also gets PSU cash incentive); RSUs/options accelerate under plan terms |
2022–2024 PSU payout (settled in 2025):
| Year Granted | Target PSU Shares (Lloyd) | FCF Multiplier | rTSR Multiplier | Total Payout % | Shares Issued |
|---|---|---|---|---|---|
| 2022 | 4,613 | 200% | 125% | 250% | 11,533 |
RSUs:
- 2024 RSUs granted to Lloyd: 7,319, vest in four equal annual installments over 4 years .
Stock Options:
- 2023 grant: 13,576 options at $70.58, vest 25% per year over 4 years .
- No stock options granted to NEOs in 2024 .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Total Beneficial Ownership | 60,962 shares; less than 1% of outstanding shares |
| Options Exercisable within 60 days (3/18/2025) | 39,262 shares |
| Unvested RSUs (12/31/2024) | 7,319 shares; market value $707,894 |
| Unearned PSUs (12/31/2024) | 21,958 shares; market value $2,123,778 |
| Outstanding Options (by grant) | Various exercisable/unexercisable tranches with exercise prices $44.80, $55.73, $37.71, $56.25, $65.03, $70.58; see table for counts |
| Stock Ownership Guidelines | CEO: ≥5x base salary; Directors: ≥5x annual retainer; compliance affirmed for CEO/directors; no specific executive officer guideline disclosed |
| Hedging/Shorting | Prohibits short sales, derivatives, hedging; pre-clearance and blackout windows apply |
| Pledging | No pledged shares disclosed for Lloyd |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Executed 2016; amended 2017; standard at-will with defined CIC severance protections |
| Change-in-Control (CIC) | Double trigger. If terminated without Cause or for Good Reason in connection with CIC: Accrued obligations; cash severance = 2x (CEO 3x) base salary + average bonus (last 3 FYs); 2 years health benefits (CEO 3 years); outplacement; RSUs/PSUs/options accelerate (Target PSU Shares issued; CEO also receives PSU cash incentive) |
| CIC Hypothetical Payout (12/31/2024) | Salary+Bonus Continuation $1,804,865; Option Acceleration $492,313; Stock Award Acceleration $3,038,169; Health Benefits $49,866; Deferred Comp $4,720; Total $5,389,933 |
| Non-CIC Termination (Good Reason/without Cause) | Accrued obligations; Company discretion for severance (illustrative: one year salary + 2024 bonus) and pro rata PSU vesting after ≥1 year grant; no option acceleration unless specified |
| Non-CIC Illustrative Payout (12/31/2024) | Severance $630,000; Stock Award Vesting Acceleration $1,988,628; Total $2,623,348 (no option acceleration) |
| Clawback | Executive Incentive Compensation Clawback Policy adopted Oct 2, 2023; plan/PSU agreements also include clawback features |
| Deferred Compensation | Aggregate balance $4,720; Executive contributions $4,578 in 2024 |
Compensation Structure Analysis
- Shift from options to RSUs: In 2024, MMSI suspended option grants and awarded time-based RSUs to NEOs to enhance retention and simplify alignment; PSUs remain 60% of target LTIs, RSUs ~40% .
- Pay-for-performance emphasis: PSU metrics tie to three-year FCF and rTSR vs Russell 2000 with payout range 0–250% of target; 2022 PSU cycle paid at 250% for Lloyd on maximum FCF and top-quartile rTSR .
- Annual bonus rigor and modifiers: 2024 weighting (Sales/Operating Margin/EPS 40/40/20) plus capped CGI modifiers strengthened alignment with multi-year financial targets; Lloyd’s payout was 118.90% of target .
Say-on-Pay, Peer Group, Governance
- Say-on-Pay support: ~96% shareholder approval at 2024 Annual Meeting (and prior year) .
- Compensation peer group (2024): Includes CONMED, Teleflex, Masimo, Insulet, Integer, Globus, Haemonetics, Penumbra, QuidelOrtho, etc.; MMSI sits near peer median revenue and above median market cap, supporting competitive pay positioning .
- Consultant: Pearl Meyer advises the Compensation Committee; ongoing benchmarking and design oversight .
Investment Implications
- Alignment and retention: Lloyd’s mix of PSUs and RSUs (with three-year FCF/rTSR and 4-year RSU vesting) plus a robust clawback and no disclosed pledging indicate high alignment and lower governance risk .
- Insider selling pressure: Near-term supply may arise from scheduled RSU vesting and multi-year PSU settlements (e.g., 2022 cycle paid 11,533 shares to Lloyd); options also vest progressively, though 2024 had no new option grants .
- CIC economics: Double-trigger CIC protections with equity acceleration create potential event-driven payouts; at 12/31/2024, Lloyd’s illustrative CIC package totalled ~$5.39M, largely from stock award acceleration—important in M&A scenarios .
- Execution risk: Legal/compliance leadership underpinning recent acquisitions and financing (convertible notes) and support for governance practices suggests strong execution capability; no Lloyd-specific related-party transactions or red flags disclosed .