Lonny J. Carpenter
MERIT MEDICAL SYSTEMSAbout Lonny J. Carpenter
Independent director of Merit Medical Systems (MMSI), age 63, serving since June 2020 with a current term expiring in 2026. He chairs the Compensation and Talent Development Committee and serves on the Finance and Operating Committee; he is designated independent under Nasdaq rules. Education: B.S., United States Military Academy at West Point. The Board credits his enterprise operations, quality, manufacturing, procurement, and logistics experience (notably at Stryker) as strengthening efficiency and cost-reduction initiatives and informing the Company’s CGI program development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Group President, Global Quality & Business Operations | 2016–2019 | Enterprise-wide direction, quality and operations leadership |
| Stryker Corporation | Group President, Global Quality & Operations | 2011–2016 | Manufacturing, procurement, logistics strategy; operational excellence |
| Stryker Corporation | President, Instruments & Medical Division | 2006–2008 | Division leadership, product operations |
| U.S. Army (101st Airborne) | Captain, helicopter pilot | Not stated | Leadership roles; operations discipline |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Novanta Inc. (public) | Director; former Lead Independent Director | Director current; LID 2018–2024 | Only listed “Other Public Boards”; LID tenure specified |
| Orchid Orthopedics Solutions (private) | Director | 2019–present | Orthopedic device outsourcing |
| The Boler Company (private) | Director | 2019–present | Auto parts manufacturing |
- Compensation Committee interlocks: None disclosed; committee composed solely of independent directors; no insider participation and no reciprocal board-service relationships in 2024 .
Board Governance
- Committee assignments: Chair—Compensation and Talent Development Committee; Member—Finance and Operating Committee .
- Meeting cadence and attendance: Board met 10 times; independent directors met in executive session five times; all directors attended at least 75% of Board and committee meetings on which they served .
- Committee activity levels (2024): Compensation—5 meetings; Finance & Operating—8 meetings (sum of pre- and post-combination meetings) .
- Independence status: Determined independent in 2024 annual review .
- Lead Independent Director: Dr. F. Ann Millner since July 2021; duties include calling meetings of independent directors, presiding at sessions without Chair, agenda approval, schedule approval, and availability for shareholder communication; independent directors meet at least quarterly in executive session .
- Governance highlights: Majority-independent board (9 of 10), majority voting for directors, robust stock ownership guidelines (directors: 5x annual retainer; CEO: 5x salary), regular board assessment cycles, enhanced ERM and cybersecurity oversight; 96% “Say-on-Pay” approval in 2024 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual director cash retainer | $86,000 | 2024 | Paid quarterly |
| Compensation Committee Chair retainer | $15,000 | 2024 | Chair-specific fee |
| Cash fees earned (Carpenter) | $101,000 | 2024 | Cash = $86,000 + $15,000 (Comp Chair) |
| Fee adjustments (effective post-2025 Annual Meeting) | LID $50,000; Audit Chair $30,000; Compensation Chair $20,000 | Approved Feb 2025 | Reflects increased time contributions |
Performance Compensation
| Equity Instrument | Grant Size (shares) | Grant Value (fair value) | Vesting | Grant/vesting timing |
|---|---|---|---|---|
| RSUs (annual director grant) | 2,431 | $199,974 | Time-based; 1-year | Scheduled to vest on May 16, 2025 (one year after grant); 2024 program set annual grant at $200,000; increased to $210,000 effective as of the 2025 Annual Meeting |
- Directors first began receiving RSUs in 2020; prior director equity was stock options vesting over 3–5 years; 2018 Long-Term Incentive Plan governs award issuance (minimum one-year vesting) .
- No option awards to directors disclosed for Carpenter in 2024; legacy options outstanding only for certain other directors (Gunderson, Millner, Ward) .
Other Directorships & Interlocks
| Company | Relationship to MMSI | Potential conflict commentary |
|---|---|---|
| Novanta Inc. | Unrelated diversified photonics/motion components | No MMSI related-party transactions disclosed; committee interlocks none |
| Orchid Orthopedics Solutions | Private orthopedic manufacturer | No related-party transactions disclosed |
| The Boler Company | Private auto parts manufacturer | No related-party transactions disclosed |
Expertise & Qualifications
- Enterprise operations, quality, manufacturing, procurement, logistics; senior leadership at Stryker across multiple divisions; Board notes his contributions to efficiency, cost reduction, Compensation Committee leadership, prior Operating Committee leadership, and CGI Program development .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Components/Notes |
|---|---|---|---|
| Lonny J. Carpenter | 15,215 | <1% | As of March 18, 2025; table notes show “*” for <1.0%; unvested director RSUs: 2,431 as of Dec 31, 2024 |
- Stock ownership guidelines: Directors must maintain ownership equal to at least 5x annual cash retainer; directors have 5 years from appointment to comply; Governance Committee determined in Dec 2024 that all current directors are compliant or within their transition periods .
- Trading and alignment policies: Insider Trading Policy prohibits short-term trading (<6 months), short sales, buying/selling options or derivatives, and hedging transactions in MMSI stock; pre-clearance required for trades during permitted windows; policy enhancements reviewed in 2024; no Section 16(a) delinquencies disclosed for 2024 .
- Pledging: No pledging disclosures identified in the proxy; policy explicitly prohibits hedging and certain derivative transactions; pledging not stated .
Fixed vs Performance Mix (Director)
| Year | Cash ($) | Equity ($) | Mix (%) Cash / Equity |
|---|---|---|---|
| 2024 (Carpenter) | 101,000 | 199,974 | 34% / 66% |
Potential Conflicts & Related-Person Matters
- Policies require disclosure and review of related-person transactions; employees and directors must avoid conflicts, with Code of Conduct obligating prompt disclosure; loans to directors are prohibited under Governance Guidelines. No related-person transactions involving Carpenter are disclosed in 2024/2025 proxy .
Compensation Committee Analysis
- Composition: Independent-only members—Carpenter (Chair), Evans, Kaiser, Millner; five meetings in 2024; oversight includes executive compensation, talent development, and succession planning .
- Pay governance features: Robust director/CEO ownership guidelines; executive clawback policy adopted Oct 2, 2023 per Rule 10D-1; additional clawback features in bonus plan and PSU agreements; timing of option grants not coordinated with MNPI; no stock option grants in 2024; strong “Say-on-Pay” support (96% in 2024) .
Governance Assessment
- Strengths: Independent chairing of Compensation by Carpenter; strong ownership alignment through 5x retainer guideline; anti-hedging and trading controls; regular independent executive sessions; board refresh and ERM/cyber oversight; high shareholder support on pay (96%) .
- Engagement: Committee workloads indicate active oversight (Compensation 5; Finance & Operating 8; Board 10; independent sessions 5) .
- RED FLAGS: None disclosed for Carpenter—no related-party transactions, no Section 16(a) delinquencies, no hedging; note combined CEO/Chair structure persists but mitigated by a strong Lead Independent Director and regular executive sessions .
- Ownership alignment: Beneficial holdings of 15,215 shares plus unvested 2,431 RSUs; compliant or within transition period for director ownership guidelines .
Key signal: Carpenter’s chair role on the Compensation Committee, combined with stock ownership guidelines and anti-hedging provisions, supports pay-for-performance alignment and board oversight credibility. No conflict or attendance red flags are disclosed, and committee interlocks are absent, bolstering investor confidence in governance processes **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:20]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:26]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:57]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:21]**.