Brian Koopman
About Brian Koopman
Principal Financial Officer (PFO) at Utah Medical Products, Inc. (UTMD); previously served as UTMD’s Controller since 2006 and was appointed to replace the retiring PFO in 2018 . He executes Sarbanes‑Oxley Section 906 certifications on UTMD’s 10‑K (e.g., March 26, 2025) attesting to fair presentation of results . UTMD’s long-run pay-for-performance framework targets EPS compounding and ROE; the company achieved a 12% annually compounded EPS growth rate and 25% average annual ROE (pre-dividends) over 38 years to 2024 . Five-year cumulative shareholder return trailed NASDAQ but tracked sector peers; UTMD’s index-based total return fell from 85.94 at 2023 year-end to 68.47 at 2024 year-end, reflecting a lower stock close ($61.47) into FY2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Utah Medical Products, Inc. | Controller | 2006–2018 | Led financial controls and reporting; prepared to assume PFO responsibilities upon succession . |
| Utah Medical Products, Inc. | Principal Financial Officer | 2018–present | Oversees finance, reporting, certifications; aligned to UTMD’s profit-sharing and option-based incentive framework . |
External Roles
No external board or public company roles disclosed for Brian Koopman .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 113,391 | 120,269 | 131,830 | 140,072 |
| Cash Bonus ($) | — | — | — | — |
| Non-Equity Incentive Plan Compensation ($) | 15,014 | 16,377 | 16,377 | 13,579 |
| All Other Compensation ($) | 3,437 | 4,412 | 4,569 | 4,255 |
| Total ($) | 131,842 | 166,399 | 165,319 | 167,793 |
Perquisites included employer 401(k) match, Section 125 match, and pet insurance reimbursements; eligibility thresholds increased into 2025 (e.g., up to $8,920 401(k) match, $500 pet, $500 Section 125) . UTMD provides group medical/dental/life coverages; there are no defined benefit pensions or nonqualified deferred compensation .
Performance Compensation
UTMD ties annual profit-sharing Management Bonus (MB) pool accrual to pretax/prebonus earnings with an added “inflating factor” for employees who did not receive options (excludes CEO); executive goals include net sales, gross margin, operating margin, EBITDA, EBT, after-tax profits, ROE, EPS, inventory turns, and asset productivity, plus defined nonfinancial objectives .
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MB payout mechanics and achievements | Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting | |---|---|---|---|---|---:|---| | 2024 | Profit‑sharing MB tied to EBT and operating plan | n/a | Board-approved annual operating plan | Achieved objectives for sales, net profits, EPS; pretax/pre-MB EBT −17.1% YoY | 13,579 | Annual cash; paid early Feb following year | | 2023 | Profit‑sharing MB tied to EBT and operating plan | n/a | Board-approved annual operating plan | Exceeded most financial objectives; pretax/pre-MB EBT −2.9% YoY | 16,377 | Annual cash; paid early Feb following year | | 2022 | Profit‑sharing MB tied to EBT and operating plan | n/a | Board-approved annual operating plan | Exceeded all beginning-of-year financial objectives | 16,377 | Annual cash; paid early Feb following year |
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Option awards and vesting schedule | Grant | Shares | Exercise Price ($) | Grant timing | Vesting | Expiration | |---|---:|---:|---|---|---| | 2024 employee grant | 500 | 64.09 | November 2024; approved under 2023 non‑qualified plan | 4-year graded | 11/01/2034 | | 2023 employee grant | 500 | 77.07 | October 2023; 19,000 options awarded Co‑wide | 4-year graded | 10/27/2033 | | 2022 ISO grant | 1,000 | 82.60 | October 2022; 20,600 ISO options awarded Co‑wide | 4-year graded | 10/10/2032 | | Prior grants | 2,000 | 77.05 | March 2020 award Co‑wide | 4-year graded | 03/20/2030 | | Prior grants | 1,100 | 74.64 | Dec 2018 grant (legacy plan context) | 4-year graded | 12/24/2028 |
Koopman did not exercise any options in 2023 or 2024 . At 2024 year-end UTMD closed at $61.47; all of Koopman’s strikes (64.09–82.60) were out-of-the-money, indicating no intrinsic value at year-end .
Equity Ownership & Alignment
| Holder | Direct Shares | Options | Total Beneficial | % of outstanding |
|---|---|---|---|---|
| Brian L. Koopman | 882 | 5,100 | 5,982 | 0.2% |
- Vested vs unvested options at FY2024 year-end:
- Exercisable: 1,100 @ $74.64 (12/24/2028); 2,000 @ $77.05 (3/20/2030); 563 @ $82.60 (10/10/2032); 156 @ $77.07 (10/27/2033) → total 3,819 .
- Unexercisable: 437 @ $82.60 (10/10/2032); 344 @ $77.07 (10/27/2033); 500 @ $64.09 (11/01/2034) → total 1,281 .
- Stock ownership guidelines, pledging/hedging: Insider trading policy adopted and filed (Exhibit 19.1 to 2024 10‑K), but the proxy does not disclose individual pledging or formal stock ownership guidelines; no pledging disclosures for Koopman . Clawback policy applies to executive officers with three-year lookback on erroneously awarded incentive compensation .
Employment Terms
- Employment agreements: “Except for Mr. Cornwell, the Company has no employment agreements in the United States.” No specific employment agreement, severance, or change-of-control terms disclosed for Mr. Koopman .
- Change-of-control economics: Company-wide policy pays optionees the appreciation above exercise price (“in the money”) upon change-of-control; as of 12/31/2024, only 4,575 option shares company-wide were in the money, implying minimal CoC option value at that date; Koopman’s options had strikes ≥64.09 vs $61.47 close, hence no in-the-money value at FY2024 year-end .
- Clawback: Executive incentive clawback adopted per SEC/Nasdaq rules; recovery of excess incentive pay over three completed fiscal years preceding restatement .
Performance & Track Record
| Year | UTMD Net Income ($000) | PFO Certifications | Notes |
|---|---|---|---|
| 2022 | 16,473 | — | Company exceeded all beginning-of-year financial objectives . |
| 2023 | 16,635 | — | Exceeded most objectives; pretax/pre-MB EBT −2.9% YoY . |
| 2024 | 13,874 | SOX 906 certification filed March 26, 2025 | Achieved objectives for sales, net profits, EPS; pretax/pre-MB EBT −17.1% YoY . |
Five-year shareholder return series (index base $100) shows UTMD at 68.47 for 2024, reflecting share price compression through year-end; peers at 96.08 and NASDAQ Composite at 223.87 .
Governance and Compliance Notes
- Section 16 filings: Two late Form 4 disclosures noted for Koopman—due Oct 31, 2023 filed Dec 26, 2023 ; due Nov 4, 2024 filed Nov 8, 2024 (four days late) .
- Compensation governance: Compensation & Benefits Committee comprised of outside directors; no external compensation consultant retained in recent years; salary levels positioned “somewhat below” market with higher leverage to MB and options .
Investment Implications
- Alignment and incentives: Koopman’s pay mix is modest base salary with MB tied to pretax/prebonus results plus multi-year options vesting; with all strikes ≥$64 and FY2024 close at $61.47, options were out-of-the-money at year-end, signaling limited near-term insider selling pressure from exercises and reinforced retention via unvested tranches (1,281 shares) .
- Ownership: Beneficial ownership of 5,982 shares (0.2%) is small; combined with clawback policy and no disclosed pledging, alignment is primarily through ongoing MB and unvested options rather than large stock holdings .
- Contract risk: No U.S. employment agreement, severance, or change-of-control protection disclosed for Koopman; retention relies on culture, MB awards, and vesting schedule rather than contractual economics—a neutral-to-modest retention profile vs larger-cap peers with formal agreements .
- Signals to monitor: Section 16 timeliness improved after 2023; watch for future option grants, vesting milestones, and changes in MB pool accruals alongside UTMD’s profit trajectory to gauge incentive momentum and potential trading windows .