Charles R. Kummeth
Orthofix MedicalAbout Charles R. Kummeth
Independent director at Orthofix Medical Inc. since 2023 (age 64), Kummeth is a seasoned life-sciences operator and board member. He previously served as President & CEO of Bio‑Techne, led major divisions at Thermo Fisher Scientific (Mass Spectrometry & Chromatography; Laboratory Consumables), and spent 24 years at 3M culminating as VP of the Medical Division. He holds a BS in Electrical Engineering (University of North Dakota), an MS in Computer Science (University of St. Thomas), and an MBA from the Carlson School of Management (University of Minnesota) .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Bio‑Techne Corporation | President & CEO | Not disclosed in OFIX proxy | Led life-sciences tools growth |
| Thermo Fisher Scientific | President, Mass Spectrometry & Chromatography; President, Laboratory Consumables | Not disclosed | Led global instrument/consumables franchises |
| 3M Corporation | Various roles, most recently VP, Medical Division | 24‑year career (dates not disclosed) | Senior P&L leadership in healthcare |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gentherm Incorporated | Director | Public | Thermal management technology company |
| PerkinElmer (owned by New Mountain Capital) | Director | Private | Instrumentation/consumables/software for food/environmental markets |
| Bio‑Techne | Former Director | Public | Prior board service |
Board Governance
- Independence and service
- Independent under Nasdaq standards; director since 2023 .
- Board met 10 times in 2024; directors averaged 98% attendance; every director met the 75% attendance threshold .
- Independent directors held executive sessions at every regularly scheduled quarterly Board meeting in 2024 .
- Committee assignments and activity (2024)
- Compensation & Talent Development Committee: Chair; 9 meetings .
- Nominating, Governance & Sustainability Committee: Member; 5 meetings .
- 2025 shareholder voting outcomes
- Re‑elected with 29,775,891 FOR / 817,708 AGAINST / 29,746 ABSTAIN .
- Say‑on‑Pay (2025): 30,003,045 FOR / 610,731 AGAINST / 9,569 ABSTAIN .
- Say‑on‑Pay (2024): 97% approval (votes cast) .
- Compensation Committee governance
- No interlocking relationships with other companies’ compensation committees in 2024 .
- Committee report signed by Kummeth as Chair .
Fixed Compensation (Director)
| Component | Amount / Terms | Evidence |
|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 (base); committee chairs receive additional $15,000; Chair of Board typically $150,000 (note: Chair adjustments applied in 2024 for interim CEO period, not applicable to Kummeth) | |
| Kummeth – fees earned (2024) | $64,201 | |
| Program features | Directors may be reimbursed for meeting/training expenses; eligible for the stock purchase plan; customary indemnification |
Performance Compensation (Director)
| Equity Element | 2024 Detail for Kummeth | Vesting/Settlement | Design Notes |
|---|---|---|---|
| Annual deferred stock units (DSUs) | 23,502 DSUs total: 8,350 (1/31/2024) + 15,152 (annual grant) | Vests on earlier of June 30, 2025 or 2025 Annual Meeting; DSUs are deferred and settle only upon board service cessation | Aligns with long‑term shareholder value; not saleable while serving |
| Grant date fair value (2024 equity) | $310,988 | — | ASC 718 grant-date value |
| Initial option grant (program design) | Approx. $300,000 value for new directors upon joining Board | Vests over four years | Applies to non‑employee directors; not necessarily granted in 2024 for all directors |
Other Directorships & Interlocks
| Type | Finding |
|---|---|
| Current public company board(s) | Gentherm – Director |
| Other boards | PerkinElmer (private) – Director; Bio‑Techne – former Director |
| Interlocks/conflicts | No compensation committee interlocks in 2024 |
| Related‑party transactions | No transactions disclosed involving Kummeth; 2024 related‑party item involved a former director (Integra supply agreement) |
Expertise & Qualifications
- Domain and functional strengths: Senior executive leadership; healthcare/MedTech; finance/accounting; global business; R&D; operational management; corporate responsibility; M&A; sales & marketing (per Board skills matrix) .
- Education: BS Electrical Engineering (University of North Dakota); MS Computer Science (University of St. Thomas); MBA (Carlson School of Management, University of Minnesota) .
Equity Ownership
| Measure (as of record/period stated) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (4/21/2025) | 36,358 shares | Less than 1% of outstanding |
| Composition (beneficial ownership) | 943 shares owned directly; 23,502 DSUs vested or potentially issuable within 60 days; 11,913 options currently exercisable or exercisable within 60 days | Footnote (7) detail |
| Outstanding director awards (12/31/2024) | Options outstanding: 47,652; DSUs outstanding: 23,502 | As of year‑end 2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy and Corporate Governance Guidelines | Enhances alignment with shareholders |
| Ownership guidelines | Directors required to hold shares equal to 5x annual cash retainer; DSUs count toward compliance; all directors currently in compliance (subject to phase‑in) | Updated December 2024 |
Governance Assessment
- Positives
- Independent director and active committee leader (Compensation Chair; NG&S member), signaling strong governance emphasis in pay design and board refreshment .
- Strong shareholder support: 2025 re‑election (29.8M FOR vs. 0.8M AGAINST) and robust Say‑on‑Pay approval in 2024 (97%) and 2025 (absolute vote counts) .
- Alignment mechanisms: 5x retainer ownership guideline for directors; DSUs deferred until service ends; strict anti‑hedging/anti‑pledging policy .
- Engagement: Compensation Committee met 9x; Board met 10x; average 98% attendance; executive sessions every quarterly meeting .
- No compensation committee interlocks or related‑party transactions involving Kummeth disclosed for 2024 .
- Watch items / RED FLAGS
- Section 16(a) timeliness: Due to an internal administrative error, Forms 4 for DSU grants to certain directors (including Kummeth) on January 31, 2024 were filed 26 business days late .