Daniel C. Croteau
About Daniel C. Croteau
Independent director (Lead Independent Director since July 2021), age 59, serving on UFPT’s board since 2015 with deep medical device manufacturing leadership experience. He holds a BS in Mechanical Engineering from the University of Vermont and an MBA from Harvard Business School . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corza Medical | Chief Executive Officer | Jan 2021 – Jan 2023 | Led integration of Surgical Specialties with TachoSil; retired Jan 2023 |
| Vention Medical | Chief Executive Officer | Jan 2011 – Mar 2017 | Resigned upon sale to Nordson and divestiture to MedPlast |
| Flex (FlexMedical division) | President, FlexMedical | Jul 2005 – Dec 2010 | Led medical manufacturing and supply chain services |
| Accellent (now Integer) | EVP & GM, Orthopedics | Jul 2004 – Jun 2005 | Oversaw specialty components/finished medical devices |
| MedSource Technologies (merged into Accellent) | Senior Vice President | Aug 1999 – Jun 2004 | Ran sales, marketing, strategy, M&A |
| GE; Booz & Company | Various roles; Consultant | Pre‑1999 | Global operating and consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corza Medical | Director | Current | Private equity‑backed wound closure/biosurgical; ophthalmic |
| Resonetics | Director | Since May 2019 | Private laser micro‑components for medical devices |
| Inventus Power | Director | Oct 2014 – Mar 2018; Jul 2020 – present | Private global custom battery packs/chargers |
| Zeus Inc. | Director | Since Dec 2024 | Tubing/catheter components; bioabsorbables; aerospace/medical |
No current public company directorships disclosed .
Board Governance
- Committee assignments: Chair, Nominating Committee; Member, Compensation Committee; not on Audit .
- Lead Independent Director responsibilities: preside over executive sessions; coordinate agendas with CEO/Chair; retain independent advisors as needed .
- Independence: Board determined Croteau is independent under Nasdaq rules .
- Board/committee activity: Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting . Nominating met once; Compensation met five times (Hassett Chair); Audit met seven times (Feldmann Chair) .
- Compensation Committee membership and report: 2024 committee comprised of Kozin, Croteau, Hassett; issued CD&A recommendation .
Fixed Compensation
| Component | Details | 2024 Amount |
|---|---|---|
| Board retainer – cash | Standard cash portion of director retainer | $55,000 |
| Compensation Committee member fee | Annual cash retainer for committee membership (not chair) | $6,000 |
| Lead Independent Director fee | Annual cash retainer for Lead Independent Director | $25,000 |
| Total cash fees | Sum of cash retainers/fees | $86,000 |
| Equity – RSUs | 230 RSUs granted June 5, 2024; vest May 31, 2025; grant date value | $60,000 |
| Equity – Options | 493 NQOs granted June 5, 2024; exercisable May 31, 2025; 10‑year term; strike $260.92 | $60,000 |
| Outstanding director options | Options outstanding at 12/31/2024 | 17,828 |
UFPT non‑employee director standard package: $155,000 retainer ($55,000 cash + $120,000 equity, split 50% RSUs/50% options); committee cash retainers (Audit $9,000; Audit Chair +$20,000; Compensation $6,000; Compensation Chair +$15,000); Lead Independent Director +$25,000; no Nominating Committee fees .
Performance Compensation
| Metric | Applied to Director Compensation | Notes |
|---|---|---|
| Performance metrics | None | Non‑employee director RSUs/options are time‑based; no performance linkage |
Other Directorships & Interlocks
| Company | Relationship to UFPT | Potential Interlock/Conflict Consideration |
|---|---|---|
| Corza Medical (private) | Medical products; potential supply chain adjacency | No related‑party transactions with Croteau disclosed; Audit Committee reviews related‑party transactions |
| Resonetics (private) | Laser micro‑components supplier | Same as above |
| Inventus Power (private) | Custom battery packs/chargers | Same as above |
| Zeus Inc. (private) | Catheter/tubing components; aerospace/medical | Same as above |
Expertise & Qualifications
- Medical device manufacturing and design leadership across OEM and component manufacturing; global footprint (US, Central America, Ireland, Israel) .
- Executive leadership in operations, supply chain, strategy, and M&A within medical devices; senior roles at Flex, Accellent/Integer, Vention .
- Education: BS Mechanical Engineering (University of Vermont); MBA (Harvard Business School) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 19,613 | Includes options/RSUs per footnotes |
| % of shares outstanding | <1% | Less than one percent per proxy |
| Options – currently exercisable/within 60 days | 17,828 | Count included in beneficial ownership |
| RSUs vesting within 60 days | 230 | Count included in beneficial ownership |
| Outstanding director options at 12/31/2024 | 17,828 | Director compensation footnote |
| Stock ownership guideline | 3× annual base cash retainer; 5‑year window to comply | Applies to independent directors |
| Hedging/pledging policy | Hedging and pledging prohibited | Insider trading policy prohibits hedging/pledging and margin accounts |
Section 16(a) reporting: Company believes all reports for 2024 were timely filed .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | Not disclosed in proxy | Company states Section 16(a) filings were timely; no transaction details provided in DEF 14A |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role since July 2021; chairs Nominating Committee; active Compensation Committee member; Board/committee engagement with disclosed meeting cadence and attendance; strong anti‑hedging/anti‑pledging policies; director ownership guidelines support alignment .
- Director pay mix: Balanced cash ($86k in 2024) and equity (RSUs $60k; options $60k), with time‑based vesting; no performance‑linked director pay reduces risk of short‑termism but places alignment mainly via time‑vested equity .
- Potential conflicts: Multiple private board roles in medical device supply chain adjacent to UFPT’s business could create perceived interlocks; however, UFPT discloses Audit Committee oversight of related‑party transactions and reports only one related‑party transaction in 2024 (CEO’s brother), none involving Croteau .
- Shareholder signals: Say‑on‑pay support exceeded 90% at 2024 annual meeting; Board proposes triennial say‑on‑pay frequency going forward (subject to shareholder advisory vote) .
RED FLAGS: None disclosed specific to Croteau (no related‑party transactions; compliance with independence standards; Section 16 filings timely). Monitoring suggested for any commercial ties between UFPT and Corza/Resonetics/Inventus/Zeus given overlapping sectors, with Audit Committee oversight as mitigation .