James Beeson
Director at UTMD
Board
About James H. Beeson
Independent director of Utah Medical Products, Inc. (UTMD) since 2007; age 83, retired Maternal-Fetal Medicine physician at St. Joseph Medical Center (Houston) and Professor of Maternal-Fetal Medicine at McGovern Medical School (UTHealth Houston). Education includes B.S. in Chemistry (Indiana University), Ph.D. in Organic Chemistry (MIT), MBA (Michigan State University), and M.D. (University of Chicago Pritzker). Practiced OB/Gyn for over 35 years; licensed in Utah, Oklahoma, and Texas; prior product development experience in in vitro diagnostics at the Ames Company division of Miles Laboratories (now Bayer); has published numerous articles and technical papers . The Board determined Dr. Beeson is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Joseph Medical Center (Houston, TX) | Maternal-Fetal Medicine Physician | 35+ years of active practice | Brings clinical practice and healthcare delivery insight to UTMD’s board . |
| McGovern Medical School, UTHealth Houston | Professor of Maternal-Fetal Medicine | Not disclosed | Academic leadership; research and teaching background . |
| Ames Company, Miles Laboratories (now Bayer) | Product development (in vitro diagnostics) | Not disclosed | Industry/product development experience relevant to medical devices . |
External Roles
| Category | Current/Past Five Years | Notes |
|---|---|---|
| Public company directorships | None | “None of the directors has served on the board of another public company during the past five years.” |
Board Governance
| Item | Detail |
|---|---|
| UTMD Board service | Director since 2007; current term expires at 2026 Annual Meeting . |
| Independence | Independent under Nasdaq Rule 5605(a)(2) . |
| Committees | Audit Committee member; Governance & Nominating Committee member . |
| Board/committee attendance | All directors attended all applicable meetings during 2024 and to-date in 2025; Board held 3 formal meetings in 2024 and 1 in 2025; Audit met 4 times in 2024 and once in 2025; Governance & Nominating met 3 times in 2024 and once in 2025 . |
| Executive sessions | Independent outside directors met without management 4 times in 2024 and once in 2025 . |
| Lead Independent Director | Ernst G. Hoyer serves as Lead Independent Director . |
| Interlocks/third-party payments | No Compensation Committee interlocks; no third-party payments for board service . |
| Related-party transactions | None disclosed by UTMD . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Committee Fees ($) | Equity/Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 29,400 | 0 | 0 | 0 | 29,400 |
| 2025 (approved schedule) | 30,600 | Audit Chair +4,200 (not applicable to Beeson) | Executive Committee +4,200 (not applicable to Beeson) | None disclosed | 30,600 (expected if role unchanged) |
Notes:
- In 2024, only the Audit Committee Chair and Executive Committee outside director received additional fees; Dr. Beeson is not listed as chair or Executive Committee designee .
- Outside directors did not receive stock awards in 2024; only the newly appointed outside director (Carrie Leigh) received options .
Performance Compensation
| Component | Terms | Metrics/Targets | Status |
|---|---|---|---|
| Director equity grants (2024) | None for outside directors generally; 10,000 options awarded only to new director (Carrie Leigh) under 2023 Plan | None for Beeson | None granted |
| Historical option awards | 10,000 options upon joining the board in 2007; subsequent 10,000 options in 2008 | Vesting/strike/expiration not disclosed in 2025 proxy | Historical awards; no current option line for Beeson in ownership table |
Performance metrics table:
| Performance metrics tied to director compensation | Disclosed? |
|---|---|
| Revenue/EBITDA/EPS/TSR-linked metrics | Not disclosed for directors; director pay is fixed cash retainer |
Other Directorships & Interlocks
| Type | Company | Role | Period | Potential Interlock |
|---|---|---|---|---|
| Public boards | None | — | Past five years | None |
| Compensation Committee interlocks | None | — | Current | None |
Expertise & Qualifications
- Clinical and academic expertise in Maternal-Fetal Medicine; extensive medical practice experience .
- Technical and scientific background (Chemistry B.S., Organic Chemistry Ph.D.); MBA and M.D. credentials .
- Product development experience in diagnostics; publications and technical papers .
- Board skills matrix attributes include Medical Device Industry Knowledge, Governance/Ethics, Academics; matrix outlines broader skills across directors and indicates Beeson’s contributions among those areas .
Equity Ownership
| Holder | Nature of Ownership | Shares | % of Shares Outstanding | Options (Exercisable/Unexercisable) |
|---|---|---|---|---|
| James H. Beeson | Direct | 13,125 | 0.4% (as of 12/31/24) | None listed for Beeson in Security Ownership table |
Additional context:
- All directors and executive officers as a group held 228,766 shares directly (6.9%) and 15,100 options (0.5%), totaling 248,653 (7.4%) .
- No pledging or hedging disclosures specific to directors were provided; UTMD maintains an insider trading policy applicable to directors .
Insider trades:
| Period Queried | Person | Results |
|---|---|---|
| 2022-01-01 to 2025-11-20 | “Beeson” at UTMD | No Form 4 transactions found (insider-trades skill query) |
Governance Assessment
- Independence and attendance: Independent director with 100% attendance reported; active participation on Audit and Governance & Nominating committees supports board oversight quality .
- Committee assignments and engagement: Audit Committee member (committee met 4x in 2024) and Governance & Nominating member (met 3x in 2024); board held 3 meetings in 2024 with additional independent sessions, indicating ongoing engagement .
- Compensation and alignment: Modest, cash-only director compensation ($29,400 in 2024; $30,600 base scheduled for 2025) without variable/performance metrics; holds 13,125 shares (0.4%) directly, providing meaningful alignment relative to company size .
- Conflicts and interlocks: No related-party transactions, no third-party payments for board service, and no public company directorships in past five years; Compensation Committee reports no interlocks .
RED FLAGS: None identified in UTMD disclosures specific to Dr. Beeson (no related-party transactions, no interlocks, full attendance). Note broader board context includes a non-independent director (Carrie Leigh) related to the CEO, but this does not implicate Dr. Beeson directly .