Kevin Timken
About Kevin Timken
Kevin C. Timken is an independent director appointed to UTMD’s Board on October 31, 2025, after retiring from a 25-year legal career advising UTMD on SEC matters. He was Partner and Co-Leader of Securities and Capital Markets at Michael Best & Friedrich, LLP (2017–2025) and a Partner at Kruse Land Maycock & Ricks, LLC (2000–2017). He holds a J.D. from the University of Utah College of Law (1997) and a B.A. cum laude in English from the University of Northern Colorado (1987) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michael Best & Friedrich, LLP | Partner; Co-Leader, Securities & Capital Markets | 2017–2025 | Advised UTMD on SEC matters, providing deep governance and disclosure expertise |
| Kruse Land Maycock & Ricks, LLC | Partner | 2000–2017 | Advised UTMD on SEC matters; long-term familiarity with UTMD’s regulatory posture |
| Utah Medical Products, Inc. (outside counsel) | Outside Legal Counsel (advisor) | ~2000–2025 | Multi-decade advisory relationship on SEC matters; strong context for Audit and Compensation work |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Not disclosed | — | — | — | No other public company directorships disclosed in appointment materials |
Board Governance
- Committee assignments: Audit Committee member; Compensation and Benefits Committee member .
- Chair roles: None disclosed for Timken; Audit Chair and Board-designated Financial Expert is Ernst G. Hoyer .
- Board leadership and independence context: CEO is also Chair (Kevin L. Cornwell); lead independent director is Ernst G. Hoyer . Prior to the 2024/2025 transition, independent directors comprised the majority of the board .
- Board meeting cadence and attendance: In 2024 the Board held three formal meetings; all directors attended applicable meetings during incumbency; independent directors also met in executive session four times . Timken joined on Oct 31, 2025; specific attendance data for him is not yet disclosed .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Standard Board member cash retainer | $7,650 per quarter | Pro-rated for Q4’25 due to October 31 appointment |
| Annualized outside director cash retainer (2025 policy) | $30,600 | Policy rate for 2025 outside directors |
| Committee chair fees (policy) | $4,200 for Audit Chair; $4,200 for Executive Committee outside member | Timken is not disclosed as a chair; these fees indicate governance pay structure |
| Meeting fees | Not disclosed | No per-meeting fees disclosed in proxy/8-K |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Grant Price | Vesting | Term/Other |
|---|---|---|---|---|---|
| Non-qualified stock options | Oct 31, 2025 | 10,000 | $58.10 per share | Vests over 4 years, contingent on continued Board service | Term not disclosed in 8-K; award under Board member arrangements |
Performance Metric Table (for director pay)
| Metric | Target | Actual/Structure | Applicability |
|---|---|---|---|
| Performance metrics tied to director compensation | Not disclosed | UTMD’s detailed performance metrics apply to executive/employee MB plan (e.g., EBITDA, EPS, ROE), not to routine director pay | Not applicable to director compensation |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Notes |
|---|---|---|---|
| None disclosed | — | — | Appointment disclosures contain no other public company boards or interlocks |
Expertise & Qualifications
- Securities law and capital markets specialist with 25 years advising UTMD on SEC compliance; immediately additive to Audit and Compensation governance .
- J.D. (University of Utah) and prior partner leadership roles; enhances oversight of disclosure controls and executive pay structures .
- Familiarity with UTMD’s risk oversight and governance framework via prior advisory role .
Equity Ownership
| Category | Shares/Options | Status | Notes |
|---|---|---|---|
| Common shares beneficially owned | Not disclosed | — | No Form 3/Proxy entry available for Timken due to late-2025 appointment timing |
| Options granted (director) | 10,000 | Unvested; 4-year vesting | Strike price $58.10; granted on appointment |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure for Timken in appointment materials |
| Change-in-control treatment (plan-wide) | In-the-money value paid to optionees upon change of control | Plan-wide policy | UTMD policy pays appreciation above exercise price to all optionees on change of control |
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 2,383,762 | 39,327 | 4,985 | 732,568 |
| Auditor ratification (Haynie & Co.) | 3,148,121 | 10,548 | 1,973 | — |
| Director election (Carrie Leigh) | 665,574 For; 1,762,500 Withheld | — | — | 732,568 |
Insider Trades
- Insider-trades check: No Form 4 transactions found for “Timken” in UTMD between 2025-10-01 and 2025-11-20 (post-appointment window), suggesting no immediate open-market trades or additional grants beyond the disclosed option award in the 8-K.
Governance Assessment
- Strengths: Timken’s securities law expertise is well-aligned with Audit Committee needs and compensation oversight, likely improving disclosure rigor and pay governance. His appointment expands the Board to six, potentially improving committee bandwidth .
- Alignment: Director compensation is modest (annualized $30,600 cash retainer) and supplemented with multi-year vesting stock options, aligning incentives with long-term shareholder value .
- Independence and potential conflicts: Timken served as UTMD’s outside counsel for over 20 years, which enhances institutional knowledge but may raise perceived independence concerns; no related-party transactions are disclosed for 2024 in the latest proxy (“None”), but this predates his appointment . Monitoring for any continuing financial ties to prior firms is prudent.
- Attendance/engagement: The Board reported full attendance for 2024, but Timken’s attendance is not yet disclosed given his late-2025 appointment; future proxy disclosure will be informative .
- RED FLAGS: Potential independence optics due to prior legal advisory relationship; ensure clear recusal protocols for any matters involving prior engagements, and verify absence of ongoing fee arrangements or third-party payments for board service (company states none) .