David K. Floyd
MERIT MEDICAL SYSTEMSAbout David K. Floyd
Independent director of Merit Medical Systems since June 2020; age 64; B.S., Grace College. Floyd chairs the Governance & Sustainability Committee and serves on the Finance & Operating Committee; the Board class term for his seat expires in 2026. The Board cites 35+ years of life sciences leadership (including Group President, Orthopaedics at Stryker and President of J&J’s DePuy Orthopaedics) with expertise in M&A, strategic planning, global operations, corporate governance, and product commercialization; he is designated independent under Nasdaq rules and has no other public company directorships disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Group President, Orthopaedics | 2012–2019 | Senior leadership of global orthopaedics; Board cites contributions to M&A, strategy, and operations oversight relevance for MMSI |
| Johnson & Johnson – DePuy Orthopaedics | U.S. President and Worldwide President | 2007–2011 | Global P&L and commercialization experience relevant to MMSI product portfolio oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corin Group Ltd. (private) | Board Chair | 2020–present | Orthopedic enabling technology; industry operating insight |
| Health Outcomes Performance Company (HoPCo) (private) | Board Member; Operations Committee Chair | 2020–present | Value-based care/med-musculoskeletal; operations focus |
| Permira | Senior Advisor | Not disclosed | Private equity advisor; industry/transaction perspective |
| Other public company boards | None | — | No other current public directorships disclosed |
Board Governance
- Committee assignments and leadership:
- Governance & Sustainability Committee: Chair; 7 meetings in 2024; oversees governance practices, director nominations, and environmental sustainability; manages Board candidate selection and recommends nominees to the full Board.
- Finance & Operating Committee: Member; 8 meetings in 2024; assists Board on financing/capital structure, operating targets, M&A, investment programs, strategy, and ERM. (Committee formed May 15, 2024 by combining Finance and Operating.)
- Board independence and structure:
- Board determined Floyd to be independent in 2024 annual review; independent directors held 5 executive sessions in 2024.
- Attendance and engagement:
- Board met 10 times in 2024; all directors attended at least 75% of Board and applicable committee meetings.
- Board evaluation:
- The Governance Committee engaged an independent advisor in 2022 for a comprehensive Board/committee evaluation process.
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 10 | Independent directors met in 5 executive sessions |
| Governance & Sustainability (Chair: Floyd) | 7 | Governance, nominations, sustainability oversight |
| Finance & Operating (Member: Floyd) | 8 | Capital structure, operating targets, M&A, ERM |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $86,000 | Standard retainer for non-employee directors |
| Governance Chair retainer | $15,000 | Annual rate; Floyd was paid pro rata for service beginning May 15, 2024 |
| Governance Chair retainer paid (pro rata) | $9,375 | Pro-rated for service from May 15, 2024 |
| Cash fees actually paid to Floyd | $95,375 | Total 2024 cash compensation per director comp table |
Notes:
- Effective after the 2025 Annual Meeting, fee adjustments apply to Lead Independent Director ($50,000), Audit Chair ($30,000), and Compensation Chair ($20,000); Governance Chair fee was not increased in that action.
Performance Compensation (Director Equity)
| Grant Year | Instrument | Shares/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| 2024 | RSUs | 2,431 | Scheduled to vest May 16, 2025 (1-year vest) | $199,974 |
| 2025 | Common Stock/RSU grant (Form 4) | 2,152 | Not specified in Form 4; time-based director award per program context | — (Form 4 award amount; value not disclosed there) |
Performance metrics table (non-employee director equity):
| Metric | Structure | Source |
|---|---|---|
| Performance conditions | Not applicable – non-employee director awards are time-based RSUs (no performance metrics disclosed) |
Additional program context:
- Director equity awards set at $200,000 for 2024; increased to $210,000 effective as of the 2025 Annual Meeting.
- Company shifted director equity from options to RSUs beginning in 2020; legacy options remain only for some longer-tenured directors.
Other Directorships & Interlocks
| Item | Status | Source |
|---|---|---|
| Current public company directorships | None | |
| Compensation Committee interlocks in 2024 | None among committee members (Floyd is not on the Compensation Committee) |
Expertise & Qualifications
- Board highlights Floyd’s more than 35 years in life sciences and 20+ years in general management, bringing expertise in M&A, strategy, global operations, governance, and product commercialization valuable to Governance and Finance committee work.
Equity Ownership
| Measure | Quantity/Status | Date/As of | Source |
|---|---|---|---|
| Beneficial ownership (shares) | 16,429 | March 18, 2025 | |
| Ownership as % of outstanding | <1% | March 18, 2025 | |
| Unvested RSUs (all current non-employee directors, including Floyd) | 2,431 | Dec 31, 2024 | |
| Post-award holdings (Form 4) | 11,033 shares after award of 2,152 | May 15, 2025 | |
| Post-sale holdings (Form 4) | 4,880 shares after sale of 3,515 at $94.16 | May 30, 2025 |
Stock ownership guidelines and compliance:
- Directors must maintain stock holdings equal to at least 5x the annual retainer; directors have 5 years from appointment to comply. As of December 2024, all current directors and the CEO were either in compliance or within their transition periods.
Insider Trades (recent)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Ownership Type | SEC Link |
|---|---|---|---|---|---|---|
| 2024-05-16 | Award (A) | 2,431 | $0.00 | 8,881 | — | |
| 2025-05-15 | Award (A) | 2,152 | $0.00 | 11,033 | Direct | |
| 2025-05-30 | Sale (S) | 3,515 | $94.16 | 4,880 | Indirect |
Note: Sequencing shows an annual director equity grant followed by a modest open-market sale; continued monitoring for repeated sales may inform alignment assessments. SEC Form 4 data are more current than proxy tables.
Related-Party, Conflicts, and Policies
- Related-party transactions disclosure for 2024 highlights items involving the former President (Mr. Wright, the CEO’s brother-in-law) and sales to SSM Health (CEO Laura Kaiser’s employer). No related-person transactions involving Floyd were disclosed.
- Code of Conduct and Governance Guidelines prohibit personal loans to directors/executives; conflicts must be disclosed and recused; Governance Committee oversees ownership guidelines and may grant waivers. As of December 2024, all directors/CEO in compliance or within transition.
Say-on-Pay & Shareholder Feedback (context)
- 96% of shareholders represented at the 2024 Annual Meeting voted in favor of the executive compensation program, indicating strong investor support for compensation governance.
Governance Assessment
- Strengths/signals:
- Committee leadership: As Governance Chair, Floyd directly influences board composition, governance practices, and ESG oversight—key levers of board effectiveness. Active engagement evidenced by 7 Governance Committee meetings and 10 full Board meetings in 2024, with all directors meeting attendance thresholds.
- Relevant operating and deal expertise: Senior leadership across Stryker and DePuy aligns with MMSI’s medical device profile; Board explicitly values his contributions to M&A and strategy—useful for Finance & Operating Committee oversight.
- Alignment mechanisms: Equity-heavy director pay (approx. $200k RSUs vs. ~$95k cash in 2024) supports alignment; company enforces robust 5x retainer ownership guideline with directors in compliance or on track.
- Independence: Affirmed as independent; no compensation interlocks; no related-person transactions disclosed for Floyd.
- Watch items/red flags:
- Post-grant selling: One open-market sale (3,515 shares at $94.16) shortly after the May 2025 annual award; current holdings declined to 4,880 post-sale. Not a red flag in isolation, but worth monitoring for pattern or magnitude versus guideline obligations.
- Concentration of leadership: Combined CEO/Chair remains in place; mitigated by a Lead Independent Director and active Governance Committee chaired by Floyd.