Ernst Hoyer

About Ernst G. Hoyer

Ernst G. Hoyer (age 87) has served on UTMD’s Board since 1996, currently as Lead Independent Director and Audit Committee Chair; he is designated the Board’s Audit Committee Financial Expert under Sarbanes-Oxley . He holds a B.S. in process engineering from UC Berkeley and an MBA from the University of Santa Clara, with 35 years in engineering and general management, including 15 years as General Manager of Petersen Precision Engineering Company . The Board has determined Mr. Hoyer is independent under Nasdaq Rule 5605(a)(2); his current term runs to the 2026 Annual Meeting, and the Board tenure matrix reflects ~28 years of service .

Past Roles

Organization	Role	Tenure	Committees/Impact
Petersen Precision Engineering Company (Redwood City, CA)	General Manager	15 years	Led manufacturing operations; developed accounting/financial expertise
Various technology-based companies	Engineering and general management positions	35-year span	Built deep operations and financial competencies

External Roles

Organization	Role	Tenure	Committees/Impact
Other public company boards	None (past five years)	—	No interlocks via other public boards

Board Governance

Committee assignments: Audit (Chair), Executive Committee (outside director representative), Governance & Nominating, Compensation & Benefits; also serves as Lead Independent Director coordinating independent director meetings .
Independence and leadership: Determined independent under Nasdaq rules; designated Audit Committee Financial Expert; Lead Independent Director .
Attendance and engagement: Board held three formal meetings in 2024 and one to date in 2025; all directors attended all applicable meetings. Audit Committee met four times in 2024 and once to date in 2025. Independent directors met in executive session four times in 2024 and once to date in 2025 .
Committee composition: Current Compensation & Benefits Committee members are Hoyer, Barbara A. Payne, and Carrie Leigh; Audit Committee comprises four independent outside directors and is chaired by Hoyer .
Governance policies: Board/exec Codes of Ethics and Conduct; clawback policy for executive incentive compensation; insider trading policy filed with the 10-K .

Fixed Compensation

Component ($USD)	2024	2025 (scheduled)
Base annual outside director fee	$29,400	$30,600
Audit Committee Chair fee	$4,200	$4,200
Executive Committee member fee	$4,200	$4,200
Total director cash fees (Hoyer)	$37,800	$39,000

No stock or option awards were granted to outside directors in 2024 (new director Carrie Leigh received options; prior exception was Dr. Beeson in 2007–2008) .

Performance Compensation

Outside directors, including Hoyer, do not receive performance-based pay; however, as a member of the Compensation & Benefits Committee, Hoyer oversees executive pay tied to UTMD’s Management Bonus (MB) Plan and long-term options .
MB plan funding and distribution:
- MB pool distributed: $596,000 in 2024; $719,380 in 2023 .
- MB accrual formula: 5% of pretax/prebonus earnings plus 10% of improvements vs prior year; bonus inflating factor applied to employees excluding CEO (7–15% range; 10% in 2024 for those without option awards) .

Executive Performance Metrics Used by Compensation Committee	Description
Net sales	Annual operating plan and actual performance target
Gross profit margin	Financial goal monitored for MB awards
Operating margin	Financial goal monitored for MB awards
EBITDA	Key financial target for long-term value creation
EBT (pretax earnings)	Basis for MB accrual and performance assessment
EPS	Long-term comp objective (historical CAGR targets)
ROE	Long-term objective alongside EPS growth
Inventory turns & asset productivity	Operational financial metrics reviewed
Non-financial goals	Talent development, competitive programs, compliance, risk, IP protection, ESG participation

Other Directorships & Interlocks

Category	Detail
Compensation Committee interlocks	None; no member is a present/former officer; no material related-party transactions by committee members
Third party payments for board service	None

Expertise & Qualifications

Manufacturing operations expertise; finance and accounting experience; designated Audit Committee Financial Expert .
Skills matrix attributes include financial/accounting, risk management, governance/ethics, operations, technology, medical device industry knowledge, and strategic planning oversight; tenure ~28 years .

Equity Ownership

As-of Date	Shares Owned (Direct)	Options Held	Ownership (%)	Notes
12/31/2024	5,000	Not disclosed (none indicated)	0.2%	3,303,494 shares outstanding as of record date 3/3/2025

No pledging or hedging disclosures specific to Hoyer; UTMD maintains an insider trading policy applicable to directors .

Insider Trades

Date	Form	Transaction	Shares	Price	Remarks
—	—	No Hoyer transactions disclosed in proxy	—	—	Section 16 compliance notes one late Form 4 for Brian Koopman; no issues cited for Hoyer

Governance Assessment

Strengths: Independent director with long tenure; Lead Independent Director and Audit Chair; designated Financial Expert; full attendance in 2024; active oversight across Audit, Governance & Nominating, Compensation, and Executive Committees .
Alignment: Holds 5,000 UTMD shares (0.2%); outside director pay is modest and cash-based with no 2024 equity awards, limiting pay complexity .
Policies: Codes of Ethics/Conduct, clawback policy on executive incentives, and insider trading policy in place .
RED FLAGS:
- Compensation Committee includes Carrie Leigh, who is not independent due to being the CEO’s daughter, creating potential perception risk for pay oversight despite the committee’s outside-director composition .
- Long tenure (~28 years) may attract some investor scrutiny on independence and refreshment; the Board recognizes Hoyer’s continued value in manufacturing and financial expertise .
No related-party transactions disclosed for directors; no other public company board interlocks that could create conflicts .