Carrie Leigh
Director at UTMD
Board
About Carrie Leigh
Carrie Leigh (age 42) is UTMD’s nominee elected to a three-year term expiring at the 2028 Annual Meeting; she was appointed to the board on November 1, 2024 and subsequently elected on May 2, 2025 . She holds a B.A. in Communications from Santa Clara University and an MBA from Northwestern University Kellogg School of Management, with prior UTMD experience in global direct sales and current work as a merchandising and eCommerce consultant . She is not independent under Nasdaq Rule 5605(a)(2) due to being the daughter of UTMD’s CEO/Chairman Kevin L. Cornwell .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utah Medical Products (UTMD) | Direct sales roles, including Global Direct Sales Manager | 2004–2016 | — |
| UTMD Board | Director | Appointed Nov 1, 2024; elected May 2, 2025; term to 2028 | Member, Compensation & Benefits Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Consultant | Lean merchandising & eCommerce consultant | 2017–present | Focus on eCommerce and merchandising |
Board Governance
- Independence: Not independent (Nasdaq 5605(a)(2)) due to familial relationship with CEO/Chairman Kevin Cornwell .
- Committee assignment: Compensation & Benefits Committee member; not disclosed as chair of any committee .
- Attendance: “All of the directors attended all applicable meetings during their respective incumbencies” for 2024; board held three formal meetings in 2024 and one to date in 2025; independent directors met without management four times in 2024 and once to date in 2025 .
- Lead Independent Director: Ernst G. Hoyer (also Audit Committee Chair and outside director representative on Executive Committee) .
- Executive sessions: Independent outside directors met without executive management four times in 2024; once to date in 2025 .
- Board committees in operation: Executive; Audit; Governance & Nominating; Compensation & Benefits .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Executive Committee Outside Director Fee ($) | Notes |
|---|---|---|---|---|
| 2024 | 4,900 | — (Audit Chair fee disclosed for Hoyer: 4,200) | — (Exec Committee outside director fee disclosed: 4,200) | Pro-rated after appointment; standard board fee stated as $7,350 per quarter, pro‑rated for Q4 2024 |
| 2025 (scheduled) | 30,600 | Audit Chair: 4,200 | Exec Committee outside director: 4,200 | Base annual outside director fee if she remains on the Board |
Performance Compensation
| Grant Date | Award Type | Shares/Options | Exercise Price ($/sh) | Grant Date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Nov 1, 2024 | Non‑qualified stock options | 10,000 | 64.09 | 200,750 | Vests over 4 years if she remains on the Board | Not disclosed |
- Plan mechanics and change-in-control: Under UTMD’s option plans, optionees are paid the “in‑the‑money” appreciation above the exercise price upon change of control; at year-end 2024 only 4,575 option shares were in the money (average outstanding exercise price $73.772 vs. $61.47 close), implying minimal CIC payment to optionees at that date .
- Clawback: UTMD adopted a clawback policy applicable to executive officers (NEOs); not described as applicable to directors .
Performance Metrics (company compensation framework reference)
| Metric | In UTMD MB/compensation framework | Notes |
|---|---|---|
| Net sales | Yes | Used in annual objectives |
| Gross profit margin | Yes | |
| Operating margin | Yes | |
| EBITDA | Yes | |
| EBT (pre‑bonus) | Yes | MB accrual formula references pretax/prebonus earnings |
| After‑tax profits | Yes | |
| Return on equity (ROE) | Yes | Long‑term targets discussed |
| Earnings per share (EPS) | Yes | |
| Inventory turns & asset productivity ratios | Yes | |
| Non‑financial goals (e.g., regulatory compliance, talent development) | Yes |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards (past 5 years) | None for any UTMD director, including Leigh |
| Compensation Committee interlocks | None; committee members: Ernst G. Hoyer, Barbara A. Payne, Carrie Leigh |
| Third‑party payments for board service | None |
Expertise & Qualifications
- Board skills matrix indicates Leigh contributes in financial/accounting, legal/regulatory, HR/compensation, executive experience, operations, strategic planning/oversight, technology, medical device industry knowledge, and academics; female demographic .
- Education: B.A. (Santa Clara University); MBA (Northwestern Kellogg) .
Equity Ownership
| Holder | Direct Shares | Options | Total Beneficial (shares) | Percent of Shares Outstanding | Reference Dates |
|---|---|---|---|---|---|
| Carrie Leigh | 51 | 10,000 | 10,051 | 0.3% (assumes exercise of options per table methodology) | Ownership as of Mar 3, 2025; percent as of 12/31/2024 |
- Section 16 compliance: No exceptions noted for Leigh; one late Form 4 was attributed to Brian Koopman (non‑CEO NEO) .
- Pledging/hedging: Insider trading policy is adopted and filed; no specific disclosures of pledging or hedging by Leigh .
SAY-ON-PAY & Shareholder Feedback
| Proposal | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Carrie Leigh as director (May 2, 2025) | 665,574 | Withheld 1,762,500 | — | 732,568 |
| Ratify Haynie & Company (auditor) | 3,148,121 | 10,548 | 1,973 | — |
| Advisory vote on executive compensation | 2,383,762 | 39,327 | 4,985 | 732,568 |
- Post‑vote policy applied: As Leigh received less than a majority of votes cast in an uncontested election, she tendered her resignation per company policy; the Board voted not to accept her resignation; under Utah law, she remains elected for a three‑year term .
Governance Assessment
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Strengths:
- Documented attendance (“all directors attended all applicable meetings”) and regular independent executive sessions .
- Established committee structure with a Lead Independent Director (Hoyer) and active Audit governance (quarterly reviews, whistleblower hotline) .
- Clear disclosure of director compensation and option plan mechanics; limited CIC exposure due to options being largely out‑of‑the‑money at 2024 year‑end .
-
Risks and RED FLAGS:
- Not independent; familial relationship to CEO/Chairman (nepotism risk) .
- Significant shareholder opposition to her election (1,762,500 withheld vs. 665,574 for), triggering resignation under policy which the Board did not accept; governance optics may weaken investor confidence about responsiveness to shareholder preferences .
- New director equity grant sizable ($200,750 fair value; 10,000 options at $64.09), creating alignment but also potential perception concerns given independence status .
- Compensation committee membership while not independent may raise scrutiny regarding pay oversight, though committee interlocks are disclosed as none .
-
Related‑party transactions: None disclosed for Leigh or her affiliates; “None” in Certain Relationships and Related Transactions section .
-
Director compensation mix & alignment:
- 2024: Primarily option‑based ($200,750) with small cash retainer ($4,900 pro‑rated) .
- 2025: Scheduled base cash fee $30,600; continued participation as director; committee chair fees apply to Audit Chair and Exec Committee outside director roles, not to her role on Compensation Committee .
- Ownership: 10,051 total shares including options (0.3%), indicating meaningful alignment via options; vesting over four years supports retention .