Martha G. Aronson
MERIT MEDICAL SYSTEMSAbout Martha G. Aronson
Martha G. Aronson was appointed President and Chief Executive Officer of Merit Medical Systems and joined the Board of Directors on October 3, 2025, following a previously announced succession plan. She holds a B.A. in Economics from Wellesley College (magna cum laude, Phi Beta Kappa) and an M.B.A. from Harvard Business School, and previously led multi–$500M–$1B global healthcare businesses at Ecolab, Hill-Rom, and Medtronic. Her appointment coincides with strong recent company performance: 2024 revenue of $1.357 billion, operating cash flow of $221 million, and a 5‑year total shareholder return of ~210% through 12/31/2024. These metrics set the baseline context for her tenure, which began 10/3/2025.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ecolab, Inc. | Executive Vice President; President, Global Healthcare | Prior to 2025 (dates not disclosed) | Led a global healthcare business (c.$500M–$1B) with operating responsibility across geographies and product lines. |
| Hill-Rom Holdings, Inc. | Senior Vice President; President – North America | Prior to 2025 (dates not disclosed) | Ran the North America business, driving regional P&L and commercial execution. |
| Medtronic | Various general management and leadership roles (U.S. and international) | ~20 years | Broad operating roles across MedTech, international expansion, and business leadership. |
External Roles
| Organization | Role | Years | Notable committees/positions |
|---|---|---|---|
| CONMED Corporation | Director; formerly Chair of the Board | 2016–resigned 7/7/2025 | Stepped down to assume MMSI CEO role; served as Chair previously. |
| Methode Electronics, Inc. | Director | Not disclosed | Board service; committee specifics not disclosed. |
| Clinical Innovations, LLC | Director | Not disclosed | Board service. |
| Cardiovascular Systems, Inc. | Director | Not disclosed | Board service. |
| Beta Bionics, Inc. | Director | Not disclosed | Board service. |
| Hutchinson Technology, Inc. | Director | Not disclosed | Board service. |
| Bright Uro | Director | Not disclosed | Board service. |
| OmCare | Director | Not disclosed | Board service. |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $1,000,000 per annum (pro‑rated for partial year) | |
| Signing bonus | $250,000 | |
| Transition allowance | $12,000 per month through Sept 30, 2026 | |
| Relocation/legal fees | Reimbursed per offer letter |
Performance Compensation
| Instrument/Plan | Key terms | Metrics/Weighting | Target/Max | Vesting/Settlement |
|---|---|---|---|---|
| Annual bonus (Executive Bonus Plan) | Eligible beginning FY2026 | Sales, non‑GAAP operating margin, non‑GAAP EPS; bonus can be modified by CGI Program objectives (structure as per company plan) | Target: 100% of base; Max: 200% of base | Paid per plan after year end; (Aronson participation begins FY2026) |
| Initial equity award at commencement | $4.125M grant value in PSUs and RSUs | PSU program uses 3‑yr performance period with FCF and relative TSR vs Russell 2000; rTSR acts as multiplier | Target grant mix as disclosed; PSU payout range 0–250% per program | RSUs: 3‑year vest; PSUs: release at end of performance period |
| Expected initial annual equity eligibility | Target grant date fair value $5.5M | Follows 2018 LTIP constructs | Determined annually by Compensation Committee | Per award agreements |
Performance Stock Unit (PSU) design (company program):
- Free Cash Flow (FCF) metric with Threshold/Target/Maximum at 80%/$320M, 100%/$400M, 120%/$480M corresponding to 50%/100%/200% multiplier; rTSR vs Russell 2000 applies a 75%/100%/125% multiplier at 25th/50th/75th percentile; 3‑year performance period.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Commencement equity detail | RSUs representing 19,594 shares (3‑year vesting) and PSUs representing up to 73,478 shares (released at end of performance period), granted in connection with appointment on 10/3/2025. |
| Stock ownership guidelines | CEO required to hold stock valued at least 5x base salary; 5‑year transition period to comply (CEO and directors deemed compliant or in transition as of Dec 2024). |
| Hedging/pledging | Insider Trading Policy prohibits short sales, options/derivatives, and hedging; trading windows and pre‑clearance apply. No Aronson pledging disclosed to date. |
| Clawback | Executive Incentive Compensation Clawback Policy (Exchange Act 10D/Nasdaq compliant) applies to erroneously awarded incentive compensation; additional clawback mechanisms in bonus/PSU agreements. |
Note: Beneficial ownership, Form 4 transactions, and ownership guideline compliance status for Ms. Aronson will be disclosed in the next proxy; not available in the 2025 proxy (pre‑appointment).
Employment Terms
| Term | Detail |
|---|---|
| Start date | October 3, 2025 |
| CEO Employment Agreement | Chief Executive Officer Employment Agreement dated Oct 3, 2025 filed as an exhibit to Q3 2025 10‑Q (details therein). |
| Change‑of‑control construct (company practice) | The company’s historical NEO agreements are “double‑trigger” (CIC plus qualifying termination) for payouts/accelerated vesting; the CEO’s new agreement terms are on file in Exhibit 10.1 (verify when summarized in the next proxy). |
Board Service at MMSI (governance and dual‑role implications)
- Board seat and independence: Appointed as a director concurrent with becoming CEO on 10/3/2025; as an employee director, she is not independent under Nasdaq rules (company classifies the CEO as non‑independent). Committee assignments for Ms. Aronson have not been disclosed.
- Leadership structure: Fred P. Lampropoulos transitioned to Executive Chairman through Jan 3, 2026, then to non‑employee Chairman; Lead Independent Director (F. Ann Millner) retains enhanced oversight (executive sessions, agenda approval, shareholder engagement). This separation of CEO/Chair functions mitigates the typical CEO+Chair concentration risk.
Director Compensation (context)
- Non‑employee director retainers increased effective after the 2025 Annual Meeting, with equity grants to non‑employee directors at ~$210,000 (RSUs), but employee directors (e.g., CEO) typically do not receive separate director fees; 2024 director pay levels shown for context. Specific director compensation for Ms. Aronson is not disclosed, and as an employee director, separate director pay is not indicated.
Say‑on‑Pay & Compensation Peer Group (benchmarking context)
| Item | Detail |
|---|---|
| 2024 Say‑on‑Pay result | ~96% approval by shares represented at the 2024 Annual Meeting. |
| 2024 Peer group snapshot | Median revenue $1,611M; median market cap $3,804M; MMSI: revenue $1,357M; market cap $5,682M. Peer set includes Teleflex, Penumbra, Haemonetics, Insulet, Masimo, Globus Medical, etc. |
Performance & Track Record (company baseline)
- 2024 highlights: record revenue $1.357B, operating cash flow $221M, 5‑year TSR ~210%; non‑GAAP EPS $3.46; free cash flow >$185M; progress on the three‑year CGI Program. These measures frame the starting point for Ms. Aronson’s tenure beginning 10/3/2025.
Investment Implications
- Pay‑for‑performance alignment: High at‑risk mix with 100% target bonus (max 200%) and PSU‑heavy long‑term equity tied to FCF and rTSR supports alignment with shareholders; clawback and hedging prohibitions strengthen governance. Watch for the 2026 proxy to quantify her first‑year equity mix and any changes to CEO design metrics.
- Vesting and potential selling pressure: 19,594 RSUs vest over three years from 10/3/2025, creating periodic delivery events; PSUs cliff‑settle at the end of the performance period, concentrating potential supply around determination dates.
- Retention and transition risk: Material up‑front equity plus transition allowance reduce near‑term attrition risk; Board succession steps (Executive Chair bridge, Lead Independent Director oversight) mitigate operational risk. Monitor integration of CEO Employment Agreement (Exhibit 10.1) for severance/CIC economics that could influence retention/stay incentives.
- Governance structure: Separation of CEO and Chair during transition addresses dual‑role concerns; continued strong independent oversight (Lead Independent Director, committee structure) supports governance quality.
Monitoring checklist: File review of CEO Employment Agreement (Ex. 10.1) for severance multiples and CIC triggers; 2026 DEF 14A for CEO beneficial ownership, ownership guideline compliance timeline, and detailed equity grant terms; any Form 4 activity indicating insider purchases/sales post‑appointment.
Citations:
- Appointment, compensation terms, and background: **[856982_0000856982-25-000041_mmsi-20250707x8k.htm:1]** **[856982_0000856982-25-000041_mmsi-20250707xex99d1.htm:0]** **[856982_0000856982-25-000048_mmsi-20251003x8k.htm:1]**
- Commencement equity amounts and vesting: **[856982_0000856982-25-000056_mmsi-20250930x10q.htm:32]**
- PSU design and performance multipliers: **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:47]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:48]**
- Stock ownership guidelines and clawback/trading policies: **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:26]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:56]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:57]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:58]**
- Board structure and independence context: **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:17]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:18]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:20]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:21]**
- Say‑on‑Pay and peer group: **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:42]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:41]**
- 2024 performance context: **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:4]** **[856982_0000856982-25-000017_mmsi-20250401xdef14a.htm:37]**
- CEO Employment Agreement filing reference: **[856982_0000856982-25-000056_mmsi-20250930x10q.htm:54]**
- CONMED board resignation timing: **[856982_49cf8d3dff7a44bc9ce147d6ce969f30_0]**
- Transition to Executive Chairman and risk disclosure: **[856982_0000856982-25-000048_mmsi-20251003x8k.htm:1]** **[856982_0000856982-25-000056_mmsi-20250930x10q.htm:51]**