SurModics Announces Changes to Board of Directors
February 18 2014 - 7:00PM
Business Wire
Ronald Kalich and Timothy Nelson Join SurModics
Board, Mary Brainerd Resigns; Company Changes Directors’ Stock
Compensation Vesting Period
SurModics, Inc. (Nasdaq:SRDX), a leading provider of surface
modification and in vitro diagnostic technologies to the healthcare
industries, today announced the addition of two independent
members, Ronald Kalich and Timothy Nelson, to its board of
directors, effective immediately. The Company also announced the
resignation of current board member, Mary Brainerd. With these
changes, the SurModics board consists of nine members, eight of
whom are independent.
“We are delighted to add two successful leaders to our board,”
said Scott Ward, chairman of SurModics’ board of directors. “We are
eager to welcome them both, and we know that with Ron’s deep
executive leadership experience, and Tim’s vast healthcare and
medical technology expertise, our board will be an even stronger
strategic resource for SurModics’ management. We look forward to
the contributions they will both make.”
Brainerd’s resignation comes in light of her significant level
of commitments both to HealthPartners and other organizations.
“Mary submitted her resignation with regret, but noted that
SurModics’ strong leadership team and business success position the
Company well for the future,” said Ward. “We owe Mary a debt of
gratitude for her five years of service to SurModics and wish her
success in her endeavors.”
Kalich is the former executive and board member of numerous
companies, including chairman of the board at Arizant, Inc. Most
recently he was president and chief executive officer of
FastenTech, Inc., a manufacturer serving the aerospace,
construction, military, power generation, and transportation
industries. Through his 40 year career, he has previously held
leadership positions with organizations including National-Standard
Company, Marmon Group, Danaher Corporation, Forstmann Little
Companies and Cooper Industries. He is also currently affiliated
with H-E Parts International’s board of directors, and has prior
board affiliations with Thomas and Betts Corporation, XOX
Corporation, C/G Group and Safelite Corporation, among others.
Nelson is the former president and chief executive officer of
MAP Pharmaceuticals, Inc., where he successfully advanced clinical
trials and led collaboration negotiations with Astra Zeneca and
Allergan. Prior to that position at MAP Pharmaceuticals, which was
sold to Allergan in 2013, he was a senior vice president at DURECT
Corporation from 1998-2005. Previously, he held multiple leadership
positions at Medtronic, Inc., most recently as a business director
in its neurological division. He is also the inventor on several
U.S. patents and currently has patents in progress with MAP
Pharmaceuticals, DURECT Corporation and Medtronic, Inc.
Change to Directors’ Compensation Results in Non-cash
ChargeSurModics also announced that its board has approved an
amendment to the Company’s board compensation policy in order to
align its director compensation program with current corporate
governance best practices. Under SurModics’ previous board
compensation policy, directors received equity compensation that
vests over multiple years. Under the amended board compensation
policy, non-employee directors’ equity compensation will vest over
a more typical one-year period. In connection with amending the
policy, the Board also approved amendments that allow the unvested
portions of previously issued and outstanding equity awards to vest
fully if a director’s board service ends after the one-year
anniversary of the grant date of the applicable award. If a
director’s board service ends prior to the one-year anniversary of
the grant date of an applicable award, the unvested portions will
vest on a prorated monthly basis within the one-year period
following the date of grant. All previously issued and fully vested
equity awards remain unchanged. In connection with these
amendments, the Company will take a one-time non-cash charge of
approximately $0.9 million pretax, or approximately $0.04 per
share, in the second quarter of fiscal 2014. SurModics will update
its earnings guidance to reflect this charge in its second quarter
fiscal 2014 earnings release.
About SurModics, Inc.SurModics’ mission is to exceed our
customers’ expectations and enhance the well-being of patients by
providing the world’s foremost, innovative surface modification
technologies and in vitro diagnostic chemical components. The
Company partners with the world’s leading and emerging medical
device, diagnostic and life science companies to develop and
commercialize innovative products designed to improve patient
diagnosis and treatment. Core offerings include surface
modification coating technologies that impart lubricity,
prohealing, and biocompatibility capabilities; and components for
in vitro diagnostic test kits and microarrays. SurModics is
headquartered in Eden Prairie, Minnesota. For more information
about the Company, visit www.surmodics.com. The content of
SurModics’ website is not part of this press release or part of any
filings that the Company makes with the SEC.
Safe Harbor for Forward-Looking StatementsThis press
release contains forward-looking statements. Statements that are
not historical or current facts, including statements about beliefs
and expectations, such as those regarding the Company’s positioning
for the future and anticipated charges associated with the
amendments to the Company’s director compensation policy, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties, and important factors could cause
actual results to differ materially from those anticipated,
including (1) reliance on third parties (including our
customers and licensees) and their failure to successfully develop,
obtain regulatory approval for, market and sell products
incorporating our technologies may adversely affect our business
operations, our ability to realize the full potential of our
pipeline, and our ability to achieve our corporate goals; (2)
possible adverse market conditions and possible adverse impacts on
our cash flows, and (3) the factors identified under “Risk Factors”
in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal
year ended September 30, 2013, and updated in our subsequent
reports filed with the SEC. These reports are available in the
Investors section of our website at www.surmodics.com and at the
SEC website at www.sec.gov. Forward-looking statements speak only
as of the date they are made, and we undertake no obligation to
update them in light of new information or future events.
SurModics, Inc.Andy LaFrence, 952-500-7000Vice President
of Finance and Chief Financial Officer
SurModics (NASDAQ:SRDX)
Historical Stock Chart
From Mar 2024 to Apr 2024
SurModics (NASDAQ:SRDX)
Historical Stock Chart
From Apr 2023 to Apr 2024