Paul Richins
Director at UTMD
Board
About Paul O. Richins
Paul O. Richins (age 64) is an independent director of Utah Medical Products, Inc. (UTMD) with a term expiring at the 2027 Annual Meeting. He was first elected to the board in 1998 and is retired from UTMD after twenty-eight years, including service as Chief Administrative Officer (1997–2018), Treasurer and Assistant Secretary (1994–2018), and a successful tenure as Principal Financial Officer and Manager of Stockholder Relations; he holds a B.S. in Finance from Weber State University and an MBA from Pepperdine University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utah Medical Products, Inc. | Chief Administrative Officer | 1997–2018 | Senior operations/administrative leadership; principal financial officer; stockholder relations |
| Utah Medical Products, Inc. | Treasurer & Assistant Secretary | 1994–2018 | Corporate finance, treasury, governance support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | None; UTMD discloses that none of its directors served on another public company board in the past five years |
Board Governance
- Independence: The Board determined Richins is independent under Nasdaq Rule 5605(a)(2) .
- Committee memberships: Audit Committee (member) and Governance & Nominating Committee (member) .
- Attendance and engagement: All directors attended all applicable meetings; board held three formal meetings in 2024 and one in 2025 YTD; outside directors met in executive session four times in 2024 and once in 2025 YTD .
- Term and board structure: Richins’ term expires at the 2027 Annual Meeting; board leadership combines Chairman and CEO roles (Cornwell), with Hoyer as Lead Independent Director and Audit Chair .
Committee Activity Detail
| Committee | Role | Meetings (2024) | Meetings (2025 YTD) | Notes |
|---|---|---|---|---|
| Audit | Member | 4 | 1 | Oversees financial reporting, auditors (Haynie & Company) and internal controls |
| Governance & Nominating | Member | 3 | 1 | Oversees governance policies, director nominations, compliance reviews |
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Membership Fees | Chair Fees | Meeting Fees | Equity Grants |
|---|---|---|---|---|---|
| 2024 | $29,400 | — (no specific membership fee disclosed for Richins) | — (Audit Chair fee applies to Hoyer) | — | None |
| 2025 (scheduled) | $30,600 | — | — | — | None disclosed |
Performance Compensation
| Component | 2024 Grant | Terms | Performance Metrics |
|---|---|---|---|
| Stock Options (Director) | None for Richins; 10,000 options awarded to new director Carrie Leigh in 2024 | UTMD options typically vest over 4 years; 10-year exercise period under 2023 plan | Director compensation is not performance-tied; UTMD’s performance bonus plan applies to employees/executives, not outside directors |
Historical note: Richins received a 1,000-share option award in 2014 while an inside director (employee) under the 2013 Plan .
Other Directorships & Interlocks
- Other public company boards: None in past five years for UTMD directors .
- Compensation Committee interlocks: None; no insider participation (members: Hoyer, Payne, Leigh) .
- Third-party payments for board service: None .
Expertise & Qualifications
- Finance and administration expertise from decades at UTMD, including principal financial officer responsibilities .
- Formal education in finance and business (B.S. Finance; MBA) .
- Board skills matrix indicates finance/accounting, risk management, governance/ethics, legal/regulatory, HR/compensation, operations, strategic planning, technology, and medical device industry knowledge are represented across the board; Richins is noted for finance/accounting among others .
Equity Ownership
| Ownership Type | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Direct common stock | 21,236 | 0.6% (as of 12/31/24) | Sole voting/investment power; calculations assume option exercises per table methodology |
| Options | Not listed for Richins in 2025 proxy ownership table | — | Carrie Leigh holds 10,000 options; total group options 15,100; Richins has no current option line item |
Pledging/hedging: UTMD has an insider trading policy filed as Exhibit 19.1 to the 2024 10-K; specific hedging/pledging practices are not detailed in the proxy excerpt provided .
Governance Assessment
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Strengths:
- Independent director with long tenure and deep company finance/administration experience; active Audit and Governance & Nominating Committee member .
- Strong attendance; board and committee cadence is regular and documented; lead independent structure on Audit with independent executive sessions .
- No related-party transactions and no third‑party payments; Compensation Committee discloses no interlocks .
- Meaningful share ownership (0.6%), aligning interests with shareholders .
-
Potential risk indicators and context:
- Board nepotism context: presence of CEO’s daughter as a non‑independent director (Carrie Leigh), which can raise optics concerns despite Richins’ independence .
- Concentrated board leadership (Chairman/CEO combined) mitigated by Lead Independent Director and active committee structure .
-
Compensation alignment:
- Director pay is modest, cash‑focused without equity grants to Richins in 2024; incremental retainer increase planned for 2025 is small, limiting pay inflation risk .
- No performance‑based director compensation, consistent with broader governance practices at small-cap issuers; minimizes incentives misalignment for directors .