Stephen C. Evans
MERIT MEDICAL SYSTEMSAbout Stephen C. Evans
Rear Admiral (Ret.) Stephen C. Evans, age 60, has served as an independent director of Merit Medical Systems (MMSI) since June 2021, with board tenure of 4 years as of the 2025 proxy. He is Founder, Chairman & CEO of Flag Bridge Global Solutions, LLC and previously served as Special Advisor to the Commander, U.S. Navy. Education: M.A. in National Security Affairs (U.S. Naval War College) and B.A. (The Citadel). His current MMSI board term expires in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Special Advisor to the Commander, Naval Operations; Senior Advisor, Deputy U.S. Military, NATO Military Committee; Commander, George H.W. Bush Carrier Strike Group; Commander, Naval Service Training Command | Through retirement in 2020 | Commanded U.S. naval forces in six operational theaters; led diplomatic missions in 64 countries; provided counsel to heads of state; extensive cybersecurity oversight in recent decades |
| Flag Bridge Global Solutions, LLC | Founder, Chairman & CEO | Not disclosed | International partnerships and cybersecurity advisory experience applicable to enterprise risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alarm.com Holdings, Inc. | Director (public company board) | Not disclosed | Not disclosed in MMSI proxy |
Board Governance
- Independence: Designated independent by MMSI’s Governance Committee in 2024; all directors except the CEO were independent.
- Committees: Audit Committee member; Compensation and Talent Development Committee member. Not a committee chair.
- Meeting cadence: Board met 10 times in 2024; Audit Committee met 10 times; Compensation Committee met 5 times. All directors attended at least 75% of Board and applicable committee meetings. Independent directors met in executive session five times in 2024; executive sessions occur at least quarterly.
- Lead Independent Director: F. Ann Millner, with defined duties (agenda approval, calling independent sessions, shareholder availability).
- Annual meeting participation: All ten directors (or nominees) attended the 2024 annual meeting.
- Stock ownership guidelines: Directors must hold MMSI stock equal to at least 5x annual cash retainer within 5 years; Governance Committee determined all current directors and CEO are compliant or within transition periods (as of Dec 2024).
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $86,000 | Paid quarterly to non-employee directors |
| Committee chair fees | N/A (Evans not a chair) | Chair retainers were $20k (Audit), $15k (Comp, Governance, Finance) in 2024; adjusted effective post-2025 meeting to $30k (Audit), $20k (Comp), Lead Ind. Dir. $50k |
| Meeting fees | None disclosed | MMSI reimburses expenses and up to $5k annual education |
| Equity grant (RSUs) | 2,431 units; grant-date fair value $199,974 | 2024 non-employee director annual grant set at $200,000; vests May 16, 2025 (one-year from grant) |
| Total director compensation (Evans) | $285,974 | Cash: $86,000; Stock awards: $199,974 |
Performance Compensation
| Component | FY 2024 | Structure |
|---|---|---|
| Non-equity incentive plan compensation | $0 (none) | No performance-based cash for directors disclosed |
| Equity performance metrics | Not applicable | Director RSUs are time-based; no PSU or options for directors in 2024 |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | Alarm.com Holdings, Inc. |
| Compensation Committee interlocks | None in 2024; no reciprocal board/comp committee relationships disclosed. |
| Related-party transactions tied to Evans | None disclosed. Related-person items involved former President Joseph C. Wright (CEO’s brother-in-law) and SSM Health purchases; Evans not implicated. |
Expertise & Qualifications
- Cybersecurity oversight: Decades of experience anticipating and identifying cyber risks and digital vulnerabilities; provides counsel on IT and cybersecurity risk management.
- Global strategic and diplomatic experience: Represented U.S. in NATO deliberations; extensive geopolitical insight valuable for MMSI’s international operations.
- Board skills matrix: Noted for leadership experience and IT systems & cybersecurity; board tenure listed as 4 years.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (as of March 18, 2025) | 4,657 shares; less than 1% of outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 2,431 units (applies to all current non-employee directors) |
| Options | None disclosed for Evans; only certain directors listed with options (not Evans) |
| Pledged shares (collateral) | No pledging disclosed for Evans; Insider Trading Policy prohibits hedging/short sales, requires pre-clearance and blackout compliance for directors. |
| Ownership guideline compliance | Directors must hold 5x retainer; all current directors in compliance or within 5-year transition. |
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes | Result |
|---|---|---|---|---|---|
| 2024 | 96% approval (shareholder support) | — | — | — | Strong support conveyed in proxy summary |
| 2025 | 50,562,591 | 1,735,892 | 13,384 | 1,847,284 | Majority “FOR” approval |
Governance Assessment
- Alignment and independence: Evans is independent, sits on Audit and Compensation committees, and contributes material cybersecurity and geopolitical expertise beneficial to risk oversight and international expansion. Attendance met MMSI’s threshold; executive sessions held regularly.
- Compensation structure: Director pay emphasizes equity (annual time-based RSUs) plus fixed cash retainer; no performance-based director awards, limiting pay-for-performance leverage at the board level but aligning ownership via RSUs and stock ownership guidelines.
- Conflicts and related-party exposure: No Evans-specific related-party transactions disclosed; Compensation Committee interlocks not present in 2024. Broader governance watchpoint: related-person transaction involving former President Joseph C. Wright (CEO’s brother-in-law) noted in proxy, but unrelated to Evans.
- Risk controls: Insider Trading Policy prohibits hedging/short sales and enforces trading windows and pre-clearance for directors; board has robust evaluation processes and regular enterprise risk oversight through committees.
RED FLAGS: None specific to Evans disclosed (no related-party transactions, no Section 16(a) delinquency). Broader company-level related-person transaction (Wright) is a governance attention point but not linked to Evans.
Overall: Evans’ committee roles, independence, attendance, and cybersecurity/geo-political expertise bolster board effectiveness and risk oversight; his equity holdings and RSUs support alignment, with no conflicts or pledging flagged.