Cynthia L. Feldmann

About Cynthia L. Feldmann

Independent director since June 2017; age 72. Retired CPA with 27+ years in public accounting (Partner at KPMG; National Partner-in-Charge of Life Sciences at Coopers & Lybrand/PricewaterhouseCoopers). Core credentials: audit and capital markets expertise, extensive medical technology governance, and chair-level experience on public company boards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Nominating Committee member. Independent under Nasdaq rules; designated audit committee financial expert by the Board .
• Board/committee activity (FY2024): Board met 4 times; Audit Committee met 7 times; Compensation Committee met 5 times; Nominating Committee met once. Each director attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
• Leadership: Lead Independent Director is Daniel C. Croteau (since July 2021); Board structure combines CEO/Chair with LID oversight and executive sessions .

Fixed Compensation

• Director pay structure (current policy): $155,000 annual retainer ($55,000 cash; $120,000 equity), Audit Committee retainer $9,000 cash plus $20,000 for Audit Chair, Compensation Committee retainer $6,000 cash plus $15,000 for Comp Chair, Lead Independent Director retainer $25,000; reimbursement of expenses for physically attended meetings .

• 2024 actual compensation (Feldmann):

  Component	Amount (USD)
  Fees Earned or Paid in Cash	$79,500
  Stock Awards	$60,000
  Option Awards	$60,000
  Total	$199,500

• 2023 prior year comparison:

  Component	Amount (USD)
  Fees Earned or Paid in Cash	$75,000
  Stock Awards	$50,000
  Option Awards	$50,000
  Total	$175,000

Signals:

• Increase in equity component and chair fees YoY (equity retainer rose from $100,000 to $120,000; Audit Chair stipend increased) strengthens alignment while preserving cash discipline .

Performance Compensation

• Directors typically receive time-based RSUs and options; no performance-linked bonus. 2024 grants to non-employee directors:
  • RSUs: 230 units (~$60,000) granted June 5, 2024; vest May 31, 2025 .
  • Options: 493 options; exercise price $260.92; 10-year life; become exercisable May 31, 2025 .
• Company pay-for-performance framework (executive program—context for governance oversight):

  Metric	FY 2024 Target	FY 2024 Actual	Outcome
  Adjusted Operating Income	$66,309,000	$75,856,022	Target 100% achieved; 96% of Exceptional achieved (PSU payouts scaled accordingly)

Other Directorships & Interlocks

• Concurrent boards in medtech and life sciences (STERIS; ARE) provide sector expertise. No related-party transactions disclosed for Ms. Feldmann; Audit Committee oversees related-party reviews (only CEO’s family employment disclosed) .

Expertise & Qualifications

• Retired CPA; audit committee financial expert designation by UFPT Board. Deep experience across accounting, finance, capital markets, and medtech governance, including multiple audit chair roles .

Equity Ownership

• Beneficial ownership (as of April 11, 2025):

  Holder	Shares	% of Class
  Cynthia L. Feldmann	11,159	<1%

  • Includes options exercisable within 60 days: 7,110; and 230 RSUs vesting within 60 days .
• Director stock ownership guidelines: 3x base cash retainer within five years of joining the Board (applies to independent directors) .
• Outstanding director options (Feldmann) at 12/31/2024: 9,866 .

Insider Trades (Form 4 excerpts)

Governance Assessment

• Strengths:

  • Independent director; Audit Chair with audit committee financial expert designation; robust committee activity and oversight (financial reporting, internal controls, ESG, whistleblower procedures) .
  • Anti-hedging and anti-pledging policies; clawback policy; stock ownership guidelines for directors—shareholder-friendly governance features .
  • Director compensation structure incorporates equity; RSUs/options with standardized vesting; transparent fee schedule .

• Shareholder signals:

  • Say-on-pay support (June 4, 2025): For 5,684,666; Against 799,852; Abstain 11,272—strong approval trend, consistent with >90% support in 2024 .

• RED FLAGS: None disclosed regarding Ms. Feldmann. No related-party transactions, pledging/hedging prohibited; attendance thresholds met at board/committee level .

• Context on Compensation Committee (for completeness): Independent-only membership; Chair Joseph John Hassett; use of independent consultants (Pearl Meyer in 2024; Aon in 2022) and an established peer group for benchmarking executives—indicates disciplined pay governance .