Silvia M. Perez
MERIT MEDICAL SYSTEMSAbout Silvia M. Perez
Independent director at Merit Medical Systems since May 2024; age 58. Current external role: President, Commercial Branding & Transportation, 3M Company. Education includes Pharmaceutical Chemist (University of the Republic, Uruguay) and Industrial Pharmacist (Federal University of Parana, Brazil). Board term expires in 2027; she brings 25+ years in healthcare across clinical, regulatory, operations, marketing, and leadership, including Six Sigma Black Belt/Master Black Belt certifications and post-acquisition integration experience (Acelity) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | President, Commercial Branding & Transportation (approx. $2.6B division) | 2023–present | Operational leadership; strategic execution |
| 3M Company | President & GM, Commercial Solutions Division (approx. $1.8B division) | 2020–2023 | P&L oversight; growth initiatives |
| 3M Company | Interim President overseeing Acelity integration | 2019–2020 | Led largest acquisition integration in 3M history |
| 3M Company | Various leadership roles in healthcare (domestic/international) | 1994–2019 | Broad functional leadership; global operations |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| 3M Company | President, Commercial Branding & Transportation | Yes (NYSE: MMM) | Operating executive role; not a board directorship |
| Other public company boards | None | — | No other public board service disclosed |
Board Governance
- Independence: Board determined Ms. Perez is independent under Nasdaq rules; nine of ten directors are independent .
- Committee memberships: Audit Committee member; Governance & Sustainability Committee member .
- Attendance: In 2024, the Board met 10 times; Audit Committee met 10 times; Governance Committee met 7 times. All directors attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director and executive sessions: Lead Independent Director (F. Ann Millner) facilitates agendas and shareholder communication; independent directors met in executive session at least quarterly (five sessions in 2024) .
- Board refreshment: Six new directors since 2020, including Perez in 2024, enhancing diversity and expertise .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $53,750 | Pro-rated from May 15, 2024 start; standard annual retainer is $86,000 . |
| Committee chair fees | $0 | Not a chair; chair retainers disclosed separately . |
| Reimbursements | Up to $5,000 | Annual educational expenses; plus travel reimbursements . |
Performance Compensation
| Equity Award | Number of RSUs | Grant Terms | Vesting |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | 2,431 | 2018 Incentive Plan; time-based (no performance conditions) | Scheduled to vest May 16, 2025 (one year after grant date), subject to continued service . |
| Grant-date fair value | $199,974 | As reported for 2024 director stock awards . |
Note: Directors receive time-based RSUs; company’s executive PSUs are tied to multi-year Free Cash Flow (FCF) targets and relative TSR vs. Russell 2000 (threshold/target/maximum metrics and multipliers shown below for context) .
| PSU Metric | Threshold | Target | Maximum | Multiplier |
|---|---|---|---|---|
| FCF (3-year period) | $320M (80% of target) | $400M (100%) | $480M (120%) | 50% / 100% / 200% |
| rTSR vs. Russell 2000 | ≤25th percentile | 50th percentile | ≥75th percentile | 75% / 100% / 125% |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| SSM Health (related to director Laura Kaiser) | Customer | ~$3.9M product sales in 2024; no personal benefit to Ms. Kaiser | Disclosed; assessed reasonable and fair . |
| 3M Company (Perez employer) | Supplier/industry participant | No related party transactions disclosed involving Perez | Related person policy in place; none reported for Perez . |
Expertise & Qualifications
- Healthcare industry leadership, with breadth across clinical, regulatory, operations, marketing, and business leadership; Six Sigma Black Belt/Master Black Belt .
- M&A integration experience (Acelity), relevant to MMSI’s acquisition strategy and post-merger integration oversight .
- Governance oversight via Audit and Governance committees, including sustainability and reputation topics .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Silvia M. Perez | 2,431 | <1% | Matches unvested director RSUs outstanding as of Dec 31, 2024 . |
- Stock ownership guidelines: Directors must maintain ownership valued at least 5x annual retainer; compliance within five years of appointment. As of Dec 2024, all directors are compliant or within their transition period .
- Trading restrictions: Policy prohibits short-term trading, short sales, derivatives on company stock, and hedging; pre-clearance required during windows; blackout periods enforced .
Governance Assessment
- Committee roles and engagement: Perez’s placement on Audit and Governance aligns with her operational rigor and integration background, enhancing oversight of financial reporting, cybersecurity, sustainability, and corporate governance practices .
- Independence and attendance: Independent status and Board-wide attendance compliance underpin investor confidence in effective oversight; frequent executive sessions support independent challenge .
- Ownership alignment: Time-based RSUs and stock ownership guidelines foster alignment; her beneficial ownership matches her unvested RSUs, with guideline compliance tracked over a five-year window .
- Pay practices and shareholder support: Strong say-on-pay approval (96% in 2024) and rigorous pay-for-performance design for executives suggest disciplined compensation governance, indirectly supporting director oversight credibility .
- Conflicts and related-party exposure: No related person transactions disclosed for Perez; company maintains robust policies (Audit Committee review, Code of Conduct, prohibition on personal loans to directors) .
- Board refreshment and capabilities: Addition of Perez in 2024 contributes healthcare and integration expertise as MMSI executes acquisitions and CGI program; Board skills matrix evidences complementary capabilities across finance, operations, and medical devices .
RED FLAGS
- None disclosed involving Perez. Company-level items to monitor: combined Chair/CEO structure balanced by Lead Independent Director and regular executive sessions; related party transaction with former President (family relation to CEO) is disclosed and governed, but not connected to Perez .
Director Compensation (Summary for 2024)
| Item | Amount |
|---|---|
| Cash fees (pro-rated annual retainer) | $53,750 |
| Stock awards (RSUs grant-date fair value) | $199,974 |
| Total director compensation | $253,724 |
Board Governance Details (Committees & Meetings in 2024)
| Committee | Role | Members | Meetings |
|---|---|---|---|
| Audit | Financial reporting, auditor oversight, internal audit, compliance, cybersecurity risk | Ward (Chair), Evans, Gunderson, McDonnell, Perez | 10 |
| Governance & Sustainability | Governance practices, nominations, sustainability oversight, reputation | Floyd (Chair), Kaiser, Millner, Perez | 7 |
| Board | Strategic oversight | Full Board | 10; all directors ≥75% attendance; 5 executive sessions of independents |
Notes on Policies
- Stock ownership guidelines for directors: 5x annual retainer; five-year window; compliance confirmed or within transition period .
- Clawback: Executive incentive compensation clawback adopted Oct 2, 2023; applies to executives; no recoupments in 2024 .
- Insider trading policy: Prohibits short-term trading (<6 months), short sales, options/derivatives, hedging; pre-clearance and blackout periods apply .