Kevin Cornwell
About Kevin Cornwell
Kevin L. Cornwell (age 78) has served as UTMD’s President & CEO since December 1992, Chairman since 1996, and Secretary since 1993; he brings decades of senior operating experience and holds a B.S. in Chemical Engineering, an M.S. in Management Science (Stanford School of Engineering), and an MBA (Stanford GSB) . Under UTMD’s long-term framework, the company achieved a 12% compounded EPS growth rate and a 25% average annual ROE over 38 years through 2024; however, 5-year cumulative shareholder return to Dec-24 trailed the Nasdaq and the industry peer index (value of $100 invested in UTMD fell to $68.47) . 2024 net income was $13.9M vs. $16.6M in 2023 and $16.5M in 2022, and pay-versus-performance tables show CEO “compensation actually paid” equaled reported totals in 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Utah Medical Products (UTMD) | President & CEO | Dec 1992–present | Long-tenured chief executive overseeing multi-decade profitability and shareholder return focus . |
| Utah Medical Products (UTMD) | Chairman | 1996–present | Combined Chair/CEO structure; leads strategy and governance, supported by a Lead Independent Director . |
| Utah Medical Products (UTMD) | Secretary | 1993–present | Corporate secretary responsibilities alongside CEO/Chair roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various (not named) | Director (past) | Not disclosed | Served as a past director on seven other company boards (names/years not provided) . |
| Public company boards (past 5 years) | — | — | None during the past five years (applies to all UTMD directors, including Cornwell) . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $84,000 | $152,000 | $156,000 |
| Cash Bonus (Non-Equity Incentive) | $360,150 | $349,650 | $289,800 |
| All Other Compensation | $7,820 | $8,920 | $9,280 |
| Total Compensation | $451,970 | $510,570 | $455,080 |
- Notes: CEO’s base salary was set to half-rate ($78,000 annualized) for the remainder of 2025, further increasing performance leverage to bonus pool outcomes . “All Other Compensation” reflects 401(k) match, Section 125 match, and pet insurance reimbursements; health plan costs are excluded .
Performance Compensation
-
Management Bonus (MB) Plan design
- Pool formula: 5% of pretax, pre-bonus EBT plus 10% of EBT improvement over prior year; CEO is excluded from the “bonus inflating factor” used for employees who do not receive options .
- Company-wide payouts funded $596k for 2024 (vs $719k in 2023) .
- 2024 outcome: UTMD’s pretax/pre-MB EBT decreased 17.1% YoY; CEO’s MB decreased 17.1% YoY. 2023 MB was 2.9% lower vs 2022 consistent with EBT decline .
-
Performance metric framework for executive MB
- Financial metrics considered: net sales, gross profit margin, operating margin, EBITDA, EBT, after-tax profits, ROE, EPS; also inventory turns and asset productivity ratios .
- Non-financial goals include talent development, competitive advantage programs, EPS growth initiatives, regulatory compliance, IP protection, and risk minimization .
- Weightings/targets: not specifically disclosed (plan ties MB units and pool value to operating plan attainment and post-year assessment) .
-
Equity incentives (vesting/structure)
- General employee/director options under the 2023 Non-Statutory Plan vest over four years and have a 10-year term; awards priced at grant date close; no grant-timing around MNPI; 19,000 options at $77.07 were granted in Oct-2023 and 14,600 at $64.09 in Nov-2024 .
- CEO option history: a 50,000-share grant in Jan-2004 at $25.59; no CEO grants in the last 24–26 years beyond that award .
- 2024 director grant: 10,000 options to Carrie Leigh upon appointment as outside director .
-
Clawback: UTMD’s policy recoups erroneously awarded incentive compensation for the three completed fiscal years preceding a restatement (whether “Big R” or “little r”), calculated net of restated amounts; policy applies to executive officers per SEC/Nasdaq rules .
Performance Compensation Detail
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual MB (CEO) | EBT, EPS, net sales, margin, ROE; plus non-financial objectives | Not disclosed | Company operating plan | 2024 EBT −17.1% YoY; 2023 EBT −2.9% YoY | 2024 CEO MB −17.1% YoY; 2023 −2.9% YoY | Paid in early following year after audit |
| Stock Options (employees/directors) | Share-price appreciation | N/A | N/A | Grants in 2023–2024 at $77.07/$64.09 | N/A | 4-yr vest; 10-yr term |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Cornwell) | 188,472 shares (about 5.7% of outstanding at 12/31/24) . |
| Shares Outstanding Reference | 3,303,494 common shares as of Mar 3, 2025 (record date) . |
| Options/Unvested Equity | No CEO awards listed in “Outstanding Equity Awards at FY End” (table shows only PFO awards), implying no outstanding CEO options at 12/31/24 . |
| Ownership Guidelines | Not disclosed in proxy . |
| Pledging/Hedging | Insider trading policy referenced; no disclosure of pledged shares; hedging specifics not detailed in proxy . |
| Section 16 Compliance | No CEO reporting exceptions noted; one late Form 4 was for PFO Brian Koopman (not CEO) . |
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreements | In the U.S., only the CEO has a formal agreement; others (U.S.) do not. Outside the U.S., statutory/contractual notice applies (e.g., 3-month notice or pay in lieu in UK/AUS) . |
| CEO Change-in-Control (CIC) Cash | Lump sum equal to last three years’ salary + bonuses; based on 2022–2024, estimated $1,391,600 . |
| CEO CIC Incentive | ~1.7% of enterprise value paid by acquirer above $14/share; example at $61.47 YE-2024 implies ~$3,560,250; at $84.22 YE-2023 ~$5,266,500 . |
| Equity Treatment at CIC | All optionees receive in-the-money value (stock price minus exercise price) for outstanding options upon CIC; at YE-2024, only 4,575 options were in the money (aggregate ~$13,588) given average exercise price vs $61.47 close . |
| Clawback | Applies to erroneously awarded incentive comp for 3 prior completed fiscal years; aligns with SEC/Nasdaq requirements . |
| Non-Compete/Non-Solicit | Not disclosed in U.S. agreement; overseas statutory terms noted . |
| Tax Gross-Ups | Not disclosed . |
Board Governance
-
Roles and independence
- Dual role: Cornwell serves as Chairman and CEO; Board deems this appropriate given experience and board size; Lead Independent Director (Ernst Hoyer) coordinates independent director meetings and liaison functions .
- Independence: Hoyer, Beeson, and Richins are independent; Carrie Leigh (Cornwell’s daughter) is not independent .
-
Committee memberships and leadership
- Compensation & Benefits Committee (current): Ernst Hoyer, Barbara Payne, and Carrie Leigh; no interlocks; no current or former officers on the committee .
- Audit Committee: chaired by Ernst Hoyer (Financial Expert); met four times in 2024 .
- Governance & Nominating: met three times in 2024 .
- Executive Committee: meets at least monthly; includes an outside director representative; formal actions later ratified by full board .
-
Meetings and attendance; executive sessions
- 2024: Board held three formal meetings; independent outside directors met without management four times; all directors attended all applicable meetings .
-
Director compensation context
- Employee directors receive no fees; outside director base fee was $29,400 in 2024 and $30,600 in 2025; Audit Chair +$4,200; outside director on Executive Committee +$4,200 .
-
Dual-role implications
- Combined Chair/CEO structure with family member (non-independent) on Compensation Committee raises potential independence concerns; mitigations include Lead Independent Director and executive sessions of outside directors .
Compensation Structure Analysis
- Cash vs. equity mix: CEO compensation is dominated by annual MB; no recent CEO option grants (only a legacy 2004 grant), indicating minimal CEO equity refresh; base salary reduced mid-2025 to $78k, increasing performance leverage .
- Performance linkage: MB pool directly tied to pretax/pre-bonus profits and improvements YoY; CEO MB declined in line with EBT in 2024 (−17.1%) and 2023 (−2.9%) .
- Plan governance: Clawback in place; no compensation consultant retained in 2023–2024; committee cites survey references rather than a formal disclosed peer group .
- Equity plan changes: After shareholders did not renew the ISO plan in 2023, board adopted a non-qualified option plan (no shareholder approval required), preserving retention incentives; broad-based 2023–2024 grants continued with 4-year vesting and 10-year term .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (USD ‘000s) | $16,473 | $16,635 | $13,874 |
| 5-Year Cumulative Total Return (Base = 100) | Dec-19 | Dec-20 | Dec-21 | Dec-22 | Dec-23 | Dec-24 |
|---|---|---|---|---|---|---|
| UTMD | 100.0 | 81.78 | 96.82 | 98.20 | 85.94 | 68.47 |
| Nasdaq Composite TR | 100.0 | 144.92 | 177.06 | 119.45 | 172.77 | 223.87 |
| Nasdaq Medical Supplies (ICB: 4537) | 100.0 | 126.91 | 152.33 | 99.88 | 105.67 | 96.08 |
- Long-horizon claim from company: Shareholder value (price plus dividends) grew 1,183% over the last 26 years to YE-2024, outperforming Nasdaq Composite by 50% and more than doubling the DJIA and S&P 500 over that span (management disclosure) .
Say-on-Pay & Shareholder Feedback
- Advisory vote is held annually; 2025 proxy includes say-on-pay proposal; historical approval percentages are not disclosed in the proxy .
Compensation Peer Group (Benchmarking)
- No formal peer group composition disclosed; committee periodically uses survey data from companies used in stock performance comparisons; no independent compensation consultant retained in 2023–2024 .
Related Party Transactions and Other Risks
- Related party transactions: None disclosed .
- Legal proceedings: No director, including Cornwell, is reported as having been party to relevant legal proceedings in the past ten years .
- Option repricing/modifications: Not disclosed; tables show dilution and option plan activity; in-the-money options at YE-2024 were minimal given $61.47 close .
- Section 16 compliance: Only a late Form 4 was noted for PFO; no CEO exceptions .
Director Compensation (for reference)
| Director (2024) | Cash Fees | Stock/Option Awards | Total |
|---|---|---|---|
| Employee director (e.g., Cornwell) | — | — | Employee directors do not receive fees . |
| Outside directors (examples) | $29,400–$37,800 (plus $4,200 each for Audit Chair and Exec Comm member) | Typically none; 2024 exception: 10,000 options to Carrie Leigh upon appointment | $29,400–$37,800; Carrie Leigh $205,650 including option value . |
Board Service History, Committees, and Dual-Role Implications
- Service history: Cornwell has served on UTMD’s board since 1993; term currently expires at the 2027 Annual Meeting .
- Committees: Cornwell is a member of the Executive Committee; Carrie Leigh (his daughter, non-independent) sits on the Compensation & Benefits Committee (alongside Hoyer and Payne) .
- Governance considerations: Combined Chair/CEO structure with a family member on the Compensation Committee is a potential independence red flag despite presence of a Lead Independent Director and regular executive sessions of outside directors .
Investment Implications
- Alignment: Cornwell’s 5.7% ownership supports alignment; no outstanding CEO options suggests minimal near-term forced selling pressure from vesting/exercise; annual MB linked to profit metrics creates a strong cash-performance linkage .
- Retention/transition: CEO has the only U.S. employment agreement with substantial CIC economics (3x salary+bonus plus ~1.7% of EV above $14/share), which may influence strategic optionality in a sale scenario; no broad non-compete/non-solicit details disclosed beyond overseas statutory requirements .
- Governance risk: Compensation Committee membership includes a non-independent director (CEO’s daughter), elevating perceived independence concerns; mitigated by Lead Independent Director and regular executive sessions but still noteworthy for investors focused on pay governance .
- Performance trend: UTMD’s long-horizon value creation is strong by management’s account, but recent 5-year TSR lagged broader markets; executive pay declined with profit trends in 2023–2024, consistent with plan design, and base salary was further cut in 2025 to increase variable emphasis .