Michael R. McDonnell
MERIT MEDICAL SYSTEMSAbout Michael R. McDonnell
Independent Director at Merit Medical Systems (MMSI). Age 61; director since May 2022; committees: Audit and Finance; education: B.S. in Accounting, Georgetown University; term set to expire in 2025 (nominated for a new three-year term at the 2025 meeting). Former Chief Financial Officer of Biogen Inc. through February 28, 2025, with over 35 years in finance and over 24 years as a public company CFO; designated an audit committee financial expert under Item 407(d) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Inc. | Chief Financial Officer | 2020 – Feb 28, 2025 | Led finance for large-cap life sciences company |
| IQVIA Holdings Inc. | EVP & Chief Financial Officer | 2015 – 2020 | Finance leadership for global analytics/CRS leader |
| Intelsat | EVP & Chief Financial Officer | 2008 – 2015 | Oversaw finance at global satellite services firm |
| MCG Capital Corporation | Chief Operating Officer; Chief Financial Officer | 2006 – 2008 (COO); 2004 – 2008 (CFO) | Publicly-held commercial finance company |
| EchoStar Communications (DISH Network) | Chief Financial Officer | 2000 – 2004 | CFO of satellite TV provider |
| PricewaterhouseCoopers, LLP | Partner; prior positions | Partner 1996 – 2000; other roles 1986 – 1996 | CPA; audit/accounting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Health Solutions, Inc. | Director (public company) | 2005 – 2012 | Prior public company directorship |
| Other public company boards | None (current) | — | No current public board interlocks disclosed |
Board Governance
- Independence: Listed as Independent Director; the Company states directors on Audit, Compensation, Finance, and Governance committees are independent under Nasdaq rules .
- Committees: Audit Committee member (committee met 10 times in 2024); Finance and Operating Committee member (combined committee held 8 meetings in 2024) .
- Audit expertise: Designated Audit Committee Financial Expert (Ward, Gunderson, McDonnell) under Item 407(d) .
- Board engagement: Board met 10 times in 2024; independent directors held 5 executive sessions; all directors attended at least 75% of the Board/committee meetings on which they served .
- Board structure: Classified board; McDonnell’s term scheduled to expire in 2025 with nomination for a new three-year term to 2028 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 86,000 | Paid quarterly to non-employee directors |
| Committee Chair Fees (reference) | Audit: 20,000; Compensation: 15,000; Governance: 15,000; Finance: 15,000; Operating: 15,000 | Applies to chairs; McDonnell is not listed as a chair |
| Lead Independent Director Fee (reference) | 30,000 | Chair-specific retainer |
| Adjustments approved Feb 2025 (effective post-2025 AGM) | LID: 50,000; Audit Chair: 30,000; Compensation Chair: 20,000 | Effective after Annual Meeting |
| McDonnell – Fees Earned (2024) | 86,000 | As reported in director compensation table |
| McDonnell – Total Compensation (2024) | 285,974 | Sum of cash and stock award fair value |
Performance Compensation
| Equity Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting | Plan/Notes |
|---|---|---|---|---|
| Restricted Stock Units (annual director grant) | 2,431 | 199,974 | Scheduled to vest May 16, 2025 (one year after grant), subject to continued service | 2018 Incentive Plan; director equity moved to RSUs beginning 2020; annual director equity set at $200,000 for 2024; increased to $210,000 effective as of the Annual Meeting |
- No director-specific performance metrics are disclosed; director RSUs vest based on service, not financial/TSR targets (performance-based awards described in proxy apply to executives, not directors) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Catalyst Health Solutions, Inc. (Director, 2005–2012) |
| Compensation committee interlocks (Company disclosure) | Company disclosed no compensation committee interlocks or insider participation for 2024 (committee composed solely of independent directors; no related person transactions requiring disclosure among members) |
Expertise & Qualifications
- CPA; extensive CFO experience (over 24 years) and more than 35 years in financial management, capital markets, and M&A; supports Board oversight of finance, accounting, and investor relations .
- Audit Committee Financial Expert designation enhances audit oversight credibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael R. McDonnell | 5,312 | <1% | Beneficial ownership as of March 18, 2025; table includes options exercisable within 60 days, none listed for McDonnell |
| Unvested RSUs (as of Dec 31, 2024) | 2,431 | — | RSUs scheduled to vest May 16, 2025 for all current non-employee directors who served in 2024, including McDonnell |
| Stock Ownership Guidelines | Directors must hold stock equal to at least 5x annual retainer within 5 years of appointment; Governance Committee determined in Dec 2024 that all current directors/CEO are in compliance or within transition periods |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert designation; relevant CFO background across life sciences and technology; active committee participation (Audit; Finance & Operating); attendance at least 75%; no current public board interlocks; alignment via annual RSU grant and stock ownership guidelines .
- Alignment: 2024 director compensation mix ($86k cash; ~$200k equity) is consistent with market and designed to align interests; RSU vesting requires continued service; Board increased annual director equity to $210k effective as of the Annual Meeting, maintaining equity-heavy mix .
- Oversight environment: Board held 10 meetings with 5 independent executive sessions; robust committee activity (Audit 10; Finance & Operating 8); ongoing board evaluations by independent advisor since 2022; strong say‑on‑pay support (96% in 2024) suggests investor confidence in compensation governance .
- Conflicts/Related Party: Company code and governance guidelines outline conflict-of-interest controls and prohibit personal loans; proxy discusses related person policies, but no director-specific related-party transactions for McDonnell are disclosed in the cited sections .