Lynne N. Ward
MERIT MEDICAL SYSTEMSAbout Lynne N. Ward
Independent director of Merit Medical Systems (MMSI); age 66; on the board since August 2019 with current term expiring 2026. She is Audit Committee Chair and a member of the Finance and Operating Committee, designated by the board as independent and as an Audit Committee financial expert; education: B.S. in Accounting, University of Utah; Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| my529 (Utah Educational Savings Plan) | Executive Director | 2004–2019 | Led AUM growth from ~$950M to ~$14B; drove cost management and investment/marketing innovations; Morningstar Gold ratings year-over-year |
| University of Utah | Investment Advisory Committee Member | 2018–2024 | Oversight of university investment program |
| Blue Healthcare Bank | Board Director | 2007–2009 | Governance oversight of healthcare-focused bank |
| Stampin’ Up! | Board Director | 2010–2016 | Private company board service |
| NACD (Utah Chapter) | Member | 2017–present | Director education and governance engagement |
| Walker Institute at Weber State University | Board of Directors | 2012–2021 | Academic institute governance |
| State of Utah | Senior leader/advisor to Governors; senior roles in central accounting office and State Auditor’s Office | Not disclosed | Public sector leadership; finance and audit roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards (other than MMSI) | — | None | No current other public company directorships |
| NACD (Utah Chapter) | Member | Active | Ongoing governance engagement |
Board Governance
- Committees: Audit (Chair); Finance and Operating Committee (member). The Audit Committee held 10 meetings in 2024; the Finance and Operating Committee met 8 times (sum of pre-combination Operating and Finance plus post-combination meetings) .
- Independence: Board determined Ward is an independent director under Nasdaq rules and an Audit Committee financial expert; other Audit Committee financial experts include T. Gunderson and M. McDonnell .
- Attendance and engagement: Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held executive sessions five times; all ten directors attended the 2024 annual meeting .
- Board structure/succession: Classified board; Lead Independent Director role formalized with clear duties (not Ward); ongoing three‑year board effectiveness evaluations led by Governance Committee and independent advisor .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer (2024) | $86,000 | Non‑employee director cash retainer |
| Audit Committee Chair fee (2024) | $20,000 | Chair-specific retainer |
| Total cash fees received by Ward (2024) | $106,000 | Sum of cash fees; also disclosed in director compensation table |
| Equity grant (2024) | $199,974 | 2,431 RSUs; scheduled to vest on May 16, 2025 (one year after grant date) |
| 2024 total compensation | $305,974 | Fees + stock awards as reported |
| Post‑Meeting Adjustments (effective after 2025 Annual Meeting) | New Fee | Notes |
|---|---|---|
| Audit Chair | $30,000 | Increased from $20,000 to reflect time contributions |
| Lead Independent Director | $50,000 | Increased from $30,000 |
| Compensation Chair | $20,000 | Increased from $15,000 |
| Director annual equity grant | $210,000 | Increased from $200,000 effective as of the Annual Meeting |
Performance Compensation
- Non‑employee director equity is time‑based; no performance-linked metrics disclosed for directors. 2024 RSUs (2,431 units) vest on May 16, 2025; directors previously received options (outstanding from prior years) but no stock options were granted to directors in 2024 .
| Equity Vehicle | Grant/Status | Vesting | Notes |
|---|---|---|---|
| RSUs (2024) | 2,431 units | Vest May 16, 2025 | Annual director grant; fair value $199,974 |
| Stock options (legacy) | Outstanding | Various (legacy schedules) | No 2024 option grants; Ward holds outstanding options from prior years |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Ward |
| Potential interlocks/conflicts | None disclosed involving Ward; related-person transactions disclosed for other parties (e.g., SSM Health with Director Kaiser; former President Wright family relationship), not involving Ward |
Expertise & Qualifications
- CPA; deep financial oversight experience; led regulated investment program (my529) with significant AUM growth and Morningstar Gold ratings; board recognizes her high standards, strategic foresight, cost management, and investment/marketing innovations .
- Audit Committee financial expert designation under Item 407(d) of Regulation S‑K .
Equity Ownership
| Metric | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 16,090 shares | Less than 1% of outstanding shares (*) |
| Options exercisable within 60 days | 5,433 shares | Included in beneficial ownership computation |
| Unvested RSUs (as of 12/31/2024) | 2,431 units | Held by all current non‑employee directors |
| Ownership guidelines | 5× annual cash retainer | Directors must hold stock with value ≥5× annual retainer within 5 years |
| Compliance status (Dec 2024) | In compliance or within transition | Governance Committee determined all current directors met or were within transition timelines |
| Hedging/pledging | Hedging and short‑term trading prohibited; trading windows/pre‑clearance required | Insider Trading Policy restricts hedging, short sales, options, and trading during blackout periods |
Governance Assessment
- Board effectiveness: Ward chairs an active Audit Committee overseeing financial reporting, internal controls, auditor independence, compliance, and cybersecurity risk; 10 meetings in 2024 signal robust oversight; she is designated an Audit Committee financial expert, strengthening board audit capabilities .
- Independence and attendance: Independent status affirmed; board- and committee-level attendance ≥75% across directors; independent director executive sessions held quarterly (5 times in 2024), supporting independent oversight .
- Ownership alignment: Meaningful stock ownership and RSUs; board-wide director ownership guidelines (5× retainer) with compliance or transition confirmed; insider trading and anti‑hedging restrictions enhance alignment and reduce risk .
- Compensation mix: For Ward in 2024, ~35% cash ($106K) vs ~65% equity ($199,974) indicating alignment through equity; post‑meeting fee increases for Audit Chair reflect workload and reinforce audit oversight resourcing .
- Conflicts/red flags: No related‑party transactions disclosed for Ward; code of conduct requires disclosure and recusal for conflicts; audit committee pre‑approves auditor services and reviews independence; overall, no pledging or hedging permitted under policy; combined Chair/CEO structure persists but mitigated by Lead Independent Director functions and regular independent executive sessions .
Signals for investors: Strong audit leadership and independence, high engagement and equity alignment; no Ward‑specific conflicts disclosed; Audit Chair fee increase and continued board evaluation process point to emphasis on board effectiveness and risk oversight .