F. Ann Millner
MERIT MEDICAL SYSTEMSAbout F. Ann Millner
Lead Independent Director of Merit Medical Systems, Inc. since July 2021; independent director since July 2015 (age 73). Education includes B.S. (University of Tennessee), M.S. in allied health education and management (Southwest Texas State University), Ed.D. in education administration (Brigham Young University), and completion of a medical technology program at Vanderbilt University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weber State University | President (first female president of a Utah state university) | 2002–2012 | Executive leadership in administration, operations, strategy |
| Weber State University | Vice President of University Relations | 1993–2002 | External engagement and institutional development |
| Weber State University | Associate Dean of Continuing Education; Assistant VP of Community Partnerships | 1985–1993 | Program development and community partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weber State University | Regents Professor and Professor of Health Administrative Services | 2013–present | Academic leadership |
| Utah State Senate | Senator; member of multiple committees and subcommittees | 2015–present | Legislative and governance experience |
| National Conference of State Legislatures | Executive Committee | 2023–present | National policy coordination |
| Intermountain Health | Board of Trustees | 2005–present | Oversight of integrated multi-state health system |
Board Governance
- Independence: Independent director; currently Lead Independent Director with defined duties (authority to call meetings of independent directors; presides at meetings when Chair not present; liaison with Chair; approves agendas and schedules; available to major shareholders) .
- Tenure and engagement: Director since 2015; Lead Independent Director since July 2021 .
- Committee memberships (2024): Governance and Sustainability Committee (member; previously Chair until May 2024), Compensation and Talent Development Committee (member) .
- Committee activity and attendance (2024): Board met 10 times; independent directors held five executive sessions; all directors attended at least 75% of Board and applicable committee meetings. Governance Committee held 7 meetings; Compensation Committee held 5 meetings .
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Governance & Sustainability | Member; former Chair (through May 2024) | 7 | Retained full 2024 Chair retainer despite ceasing as Chair in May |
| Compensation & Talent Development | Member | 5 | Independent-only membership; no interlocks or related person transactions in 2024 |
- Compensation Committee interlocks: None; no insider participation; no related person transactions requiring disclosure during 2024 among committee members .
Fixed Compensation
| Component | 2024 Amount | 2025 Change (effective post-Annual Meeting) |
|---|---|---|
| Annual Director Retainer (cash) | $86,000 | Unchanged |
| Lead Independent Director Retainer | $30,000 | $50,000 |
| Governance Chair Retainer | $15,000 (paid full year though Chair role ceased in May 2024) | Unchanged |
| Audit Chair Retainer | $20,000 (reference baseline) | $30,000 (committee chair adjustment) |
| Compensation Chair Retainer | $15,000 (reference baseline) | $20,000 (committee chair adjustment) |
| Director Compensation (2024) | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| F. Ann Millner | $131,000 | $199,974 | $330,974 |
Notes:
- Directors receive reimbursement for travel and up to $5,000 for annual educational expenses .
Performance Compensation
- Structure: Non-employee directors receive annual RSUs; no director options granted in 2024 (company shifted directors to RSUs beginning 2020). RSUs are service-vested and not tied to performance metrics; historically, director options granted prior to 2019 vested over 3–5 years .
- Annual equity award increased from $200,000 (2024) to $210,000 (effective at the 2025 Annual Meeting) .
| Equity Award Detail | 2024 | 2025 (post-Annual Meeting) |
|---|---|---|
| RSU grant value | $200,000 (grant-date fair value $199,974) | $210,000 |
| RSU shares | 2,431 units | Not specified (value-based) |
| Vesting | Scheduled to vest May 16, 2025 (1 year from grant) | Not disclosed |
Performance metrics: None disclosed for director equity (RSUs are time-based for directors) .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Status |
|---|---|---|---|
| Public company boards | None | — | None |
| Interlocks | Compensation Committee interlocks | — | None in 2024 |
Expertise & Qualifications
- Executive leadership in organizational administration, operations, financial management, and business strategy; strong governance engagement as Lead Independent Director .
- Healthcare system oversight (Intermountain Health board), legislative experience (Utah State Senate), and academic leadership (Regents Professor) .
Equity Ownership
| Ownership Metric (as of March 18, 2025 unless stated) | Value |
|---|---|
| Total beneficial ownership (shares) | 53,641 |
| Ownership % of outstanding | <1% (indicated as less than 1%) |
| Options exercisable within 60 days | 21,250 |
| Unvested RSUs (as of Dec 31, 2024) | 2,431 |
Pledging/hedging: No pledging disclosures specific to Dr. Millner; not indicated in the ownership section .
Governance Assessment
- Strengths:
- Long-tenured independent director with robust governance responsibilities and shareholder engagement mandate as Lead Independent Director .
- Active committee participation (Governance; Compensation) with regular meeting cadence and ≥75% attendance threshold achieved by all directors .
- Transparent, structured director pay with mix of cash retainer and equity aligned to tenure; equity award increase modest and disclosed .
- No compensation committee interlocks or related-party transactions among committee members in 2024, reducing conflict risk .
- Watch items:
- 2025 director election vote support for Millner was meaningfully lower versus other nominees, with higher “Against” votes—a potential signal to monitor investor sentiment in future cycles .
- External roles at a major health system (Intermountain Health) and as a state legislator may create perceived conflicts if the company engages in business with related institutions; no related-person transactions disclosed, but continued monitoring is prudent .
2025 Annual Meeting Voting Results (Director Elections)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Thomas J. Gunderson | 50,969,070 | 1,330,800 | 11,997 | 1,847,284 |
| Laura S. Kaiser | 50,553,219 | 1,675,607 | 83,041 | 1,847,284 |
| Michael R. McDonnell | 50,977,724 | 1,322,022 | 12,121 | 1,847,284 |
| F. Ann Millner | 48,379,449 | 3,849,297 | 83,121 | 1,847,284 |
Say-on-Pay Support
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 50,562,591 | 1,735,892 | 13,384 | 1,847,284 |
| 2024 (summary disclosure) | ~96% approval of shares represented (excluding broker non-votes) | — | — | — |
RED FLAGS
- Elevated “Against” votes in 2025 director election relative to peers, despite reelection .
- No specific disclosure of director-level performance metrics; RSUs are time-based (common, but offers less performance linkage for directors) .
Additional Notes
- Board composition: Classified board; terms are three years; Board size set at ten directors .
- Executive sessions: Independent directors meet at least quarterly; held five sessions in 2024 .
- Director retirement policy: Directors submit resignation at age 75; Board may extend service based on assessment; policy enforcement disclosed in the proxy (example provided regarding another director) .