Thomas J. Gunderson
MERIT MEDICAL SYSTEMSAbout Thomas J. Gunderson
Independent director of Merit Medical Systems since May 2017; age 74. Chairs the Finance and Operating Committee and serves on the Audit Committee, where the Board has designated him an audit committee financial expert. Education: B.A. (biology focus), Carleton College; M.S. (cell biology), University of Minnesota; M.B.A., University of St. Thomas. Other public board: TransMedics Group, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Jaffray | Managing Director and senior research analyst (medtech) | 1992–2016 | Recognized as “All-Star Analyst” (WSJ 1996, 2000); “Top Stock Picker” (Thomson Reuters 2014) |
| American Medical Systems | Project Director | 1979–1992 | Device development experience; AMS later acquired by Pfizer |
| American Heart Association | Science & Technology Accelerator Committee member | 2015–2017 | Sector network and innovation exposure |
| University of Minnesota | Executive in Residence, Medical Industry Leadership Institute | 2016–present | Advisory role bridging industry and academia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TransMedics Group, Inc. | Board Director | 2019–present | NASDAQ-listed medtech company (organ transplant therapy) |
| Minneapolis Heart Institute Foundation | Director; Chair | Director 2011–present; Chair 2015–2020, 2024–present | Non-profit governance depth |
Board Governance
- Committee assignments: Finance and Operating Committee Chair; Audit Committee member; designated audit committee financial expert. Independence affirmed in the 2024 review; listed as independent in the director summary .
- Engagement/attendance: Board met 10 times in 2024; all directors attended ≥75% of Board and committee meetings; independent directors held executive sessions at least quarterly .
- Committee activity levels in 2024: Audit (10 mtgs), Compensation (5), Governance (7), Finance and Operating (8 total across pre- and post-combination) .
- Lead Independent Director: Not Gunderson (role held by F. Ann Millner since July 2021) .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer | $86,000 | Standard non-employee director retainer |
| Finance Chair fee | $15,000 | Chair-specific retainer |
| Total cash fees (2024) | $101,000 | As shown in director compensation table |
| Post-Annual Meeting 2025 fee adjustments | N/A to Finance Chair; Lead Independent $50,000; Audit Chair $30,000; Compensation Chair $20,000 | Approved Feb 2025, effective after 2025 Annual Meeting |
Performance Compensation
| Equity Award (Directors) | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metrics Tied |
|---|---|---|---|---|---|
| RSUs (annual grant) | May 16, 2024 | 2,431 | $199,974 | Vests May 16, 2025 (one year after grant) | None disclosed for directors (time-based RSUs) |
- The Board increased the annual director equity award to $210,000 effective as of the 2025 Annual Meeting (forward-looking structure) .
Other Directorships & Interlocks
| Company | Industry Overlap with MMSI | Committee Roles | Interlock/Conflict Noted |
|---|---|---|---|
| TransMedics Group, Inc. | Medtech; adjacent therapeutic area | Not disclosed | No related-party transactions involving Gunderson disclosed |
Expertise & Qualifications
- More than 30 years in medtech with deep perspective on public device manufacturers, financial and economic analysis, and M&A/business development; experience deemed “particularly relevant” for Finance Committee leadership .
- Audit committee financial expert designation enhances oversight of reporting, controls, and auditor independence .
- Recognitions by WSJ and Thomson Reuters reflect analytical rigor valued by investors .
Equity Ownership
| Beneficial Ownership As of Mar 18, 2025 | Shares | % Outstanding | Breakdown |
|---|---|---|---|
| Thomas J. Gunderson | 55,132 | <1% | Includes 21,250 options exercisable within 60 days; directors held 2,431 unvested RSUs as of Dec 31, 2024 |
| Stock ownership guidelines | Requirement | Compliance | Notes |
| Directors | ≥5x annual retainer value | In compliance or within 5-year transition | Governance Committee review Dec 2024 confirmed compliance |
| Hedging/short sales | Prohibited | Policy applies to directors | No pledging disclosure noted; hedging/short sales/options prohibited by Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; Finance Chair with sector and capital markets expertise; designated audit committee financial expert; solid attendance; meaningful equity ownership aligned with robust director stock ownership guidelines .
- Compensation mix: Balanced cash ($101k) and equity ($199,974 RSUs) for 2024; directors moved from options to RSUs beginning 2020, lowering risk profile and reinforcing alignment; equity award rising to $210k from 2025 maintains market competitiveness .
- Shareholder signals: 96% Say-on-Pay support in 2024 indicates investor confidence in board oversight of executive compensation practices .
- Potential risks/monitoring:
- Age and retirement policy: Directors must tender resignation at 75; Gunderson is 74, so Board succession planning and continuity around Finance Committee leadership should be monitored .
- Board structure concentration: Combined Chair/CEO role persists; mitigated by a strong Lead Independent Director and regular independent executive sessions, but remains a structural consideration for governance balance .
- Related party landscape: No transactions involving Gunderson disclosed; Company noted related-person items with former President and a director’s employer (SSM Health) reviewed under policy—no direct exposure for Gunderson .
Overall, Gunderson brings seasoned medtech and financial oversight to MMSI’s board, chairs a strategically pivotal committee (Finance and Operating), and demonstrates alignment through ownership and policy compliance—factors supportive of board effectiveness and investor confidence .