Ronald Kalich and Timothy Nelson Join SurModics Board, Mary Brainerd
Resigns; Company Changes Directors’ Stock Compensation Vesting Period
EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--Feb. 18, 2014--
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 Charge
SurModics
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 Statements
This 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.
Source: SurModics, Inc.
SurModics, Inc.
Andy LaFrence, 952-500-7000
Vice
President of Finance and Chief Financial Officer
