Laura S. Kaiser
MERIT MEDICAL SYSTEMSAbout Laura S. Kaiser
Independent director of Merit Medical Systems since May 2022; age 64. President & CEO of SSM Health (multi‑state health system) since 2017 with 35+ years in healthcare leadership. Education: B.S. in Health Sciences Management (University of Missouri) and both MBA and MHA (Saint Louis University). Recognized among Modern Healthcare’s “100 Most Influential People in Healthcare” for the past seven years, bringing operating, strategy, and partnership expertise; serves on MMSI’s Compensation and Governance committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intermountain Health | Chief Operating Officer | 2012–2017 | Senior operating leadership across a 24‑hospital integrated system |
| Catholic Health Association of the U.S. | Chairperson | 2018–2024 | Led national association representing 600+ hospitals and 1,600+ facilities |
| Nuance Communications (public; acquired by MSFT) | Director | 2017–2022 | Public company board experience ahead of acquisition by Microsoft |
External Roles
| Organization | Role | Status | Focus/Notes |
|---|---|---|---|
| SSM Health | President & CEO | 2017–Present | Integrated system (35 hospitals), medical group, health plan, PBM |
| American Hospital Association | Board Director | 2024–Present | National policy and hospital advocacy |
| Other current public company boards | None | — | No current public company directorships disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Kaiser is independent under Nasdaq rules (2024 review) |
| MMSI Committees | Compensation and Talent Development Committee (member); Governance and Sustainability Committee (member) |
| 2024 Meetings | Board met 10 times; all directors attended ≥75% of Board and relevant committee meetings |
| Executive Sessions | Independent directors meet regularly; at least quarterly, held five times in 2024 |
| Lead Independent Director | F. Ann Millner, Ed.D. (role since 2021) |
| Board Refreshment | Six new directors since 2020; consolidated Finance & Operating into Finance & Operating Committee in 2024 |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Notes |
|---|---|---|---|
| 2024 | 86,000 | — | Standard non‑employee director retainer; no chair role fees for Kaiser |
| Policy | — | — | Board approved post‑2025 increases to LID ($50k), Audit Chair ($30k), Compensation Chair ($20k) effective after 2025 AM |
Performance Compensation
| Grant Year | Instrument | # Units / Grant Value | Vesting | Notes |
|---|---|---|---|---|
| 2024 | RSU | 2,431 units; $199,974 grant‑date fair value | Vests May 16, 2025 (one‑year cliff) | Annual equity for non‑employee directors set at $200k for 2024; increased to $210k effective at the 2025 Annual Meeting |
Director RSUs are time‑based (no performance metrics).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Nuance Communications (2017–2022) |
| Non‑profit/Industry roles | AHA Board Director (2024–present); Catholic Health Association Chairperson (2018–2024) |
| Interlocks (Comp Committee) | No compensation committee interlocks in 2024; no insider participation |
| Related‑party transactions | MMSI product sales to SSM Health hospitals totaled approx. $3.9 million in 2024; Kaiser had no personal interest/benefit; Audit Committee oversees related‑party policy; Company deems terms reasonable and fair |
Expertise & Qualifications
- 35+ years of healthcare leadership across integrated delivery systems; consistent delivery of operational results and market growth.
- Strategic partnerships experience (Costco, Medica, Civica, Siemens) relevant to commercialization and ecosystem leverage.
- Provides M&A insight, regulatory and compliance perspectives, and policy fluency valuable to MMSI oversight.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Laura S. Kaiser | 7,743 | <1.0% | As of March 18, 2025 |
| Unvested RSUs (12/31/2024) | 2,431 | — | Scheduled to vest May 16, 2025 |
| Stock Options | None disclosed for Kaiser (options outstanding disclosed for Gunderson, Millner, Ward only) | ||
| Ownership Guidelines | Directors required to hold ≥5x annual retainer; 5‑year compliance window; Board reports all directors are compliant or within transition periods (Dec 2024) | ||
| Trading Policy | Prohibits short‑term trading (<6 months), short sales, options, and hedging transactions; pre‑clearance required during open windows |
Governance Assessment
- Board effectiveness: Kaiser enhances payer/provider and health system operating expertise on Compensation and Governance committees—relevant to human capital, succession, sustainability, and governance policy. Attendance thresholds were met Board‑wide in 2024, with structured executive sessions and an active LID role supporting oversight.
- Alignment/compensation: Director pay mix is balanced (cash + time‑based RSUs) with one‑year vesting and elevated ownership guidelines (5x retainer), promoting alignment without undue risk; 2024 Kaiser total: $285,974 (cash $86,000; stock $199,974).
- Shareholder confidence signals: Say‑on‑pay support strong at 96% in 2024; 8‑K reports vote detail (for/against/abstain).
- Conflicts/RED FLAGS: Related‑party exposure exists via MSSI sales to SSM Health (~$3.9M in 2024); mitigants include independence determination, no personal benefit, and formal related‑party review policies. Continue monitoring volume, pricing, and governance handling; treat as a watch item rather than a current impairment to independence.
Say‑on‑pay 2024 vote detail (for reference): For 49,962,560; Against 1,838,121; Abstain 54,936.