Sector: Health Care
CONMED CORP · Meeting: May 18, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
AGAINST
Election of Directors
Against Analysis
As CEO and director since January 2025, Beyer's tenure overlaps with severe stock price underperformance: CONMED's 3-year return of -65.8% trails the company-disclosed peer group median by 38.0 percentage points, well above the 20-point trigger for companies with negative absolute returns, and the 5-year gap of -25.4 points also exceeds the 20-point threshold, so no long-term mitigant applies.
Bronson has served since 2015, meaning his tenure fully covers the 3-year underperformance period; CONMED's stock has fallen 65.8% over three years versus a peer median decline of 27.8%, a gap of 38.0 percentage points that exceeds the 20-point trigger, and the 5-year gap of 25.4 points also exceeds the threshold, so no mitigant applies.
Council has served since 2019, so her tenure fully covers the 3-year underperformance period; CONMED's 3-year return trails the peer group median by 38.0 percentage points, exceeding the 20-point trigger for companies with negative absolute returns, and the 5-year gap of 25.4 points also exceeds the threshold with no long-term mitigant.
Farkas has served since 2014, fully covering the underperformance period; CONMED's 3-year stock return of -65.8% underperforms the peer group median by 38.0 percentage points, well above the 20-point threshold for companies with negative absolute returns, and the 5-year gap also exceeds the threshold so no mitigant is available.
Schwarzentraub has served since 2019, fully covering the 3-year underperformance period; CONMED's 3-year stock return trails the peer group median by 38.0 percentage points, exceeding the 20-point trigger, and the 5-year gap of 25.4 points also exceeds the threshold so no long-term mitigant reduces the vote to FOR.
For Analysis
Kaye joined the board in February 2025, less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the policy; he also brings strong financial expertise as a sitting CFO of a large public company.
Kelderman joined the board in September 2025, well within the 24-month exemption window, so the TSR trigger does not apply; he is a sitting public company CEO with relevant life sciences and medical device leadership experience.
Five of seven director nominees receive AGAINST votes due to sustained, severe stock price underperformance: CONMED's 3-year return of -65.8% trails the company-disclosed peer group median by 38.0 percentage points, far exceeding the 20-point threshold applicable when a company's absolute return is negative, and the 5-year gap of 25.4 points also exceeds the threshold providing no mitigant. The two newest directors — Kaye (joined February 2025) and Kelderman (joined September 2025) — are exempt from the trigger under the 24-month new-director rule and receive FOR votes. The IHI (iShares US Medical Devices ETF) benchmark also confirms the underperformance picture, with a 65.6-point gap versus IHI's near-flat 3-year return.
CEO
Patrick J. Beyer
Total Comp
$7,634,873
Prior Support
97%%
CEO Patrick Beyer received total compensation of $7.6 million in his first year as CEO, including a $5 million equity grant and a $1.1 million cash bonus payout representing 127% of target, while CONMED's stock fell 65.8% over three years and trails the company-disclosed peer group median by 38 percentage points — one of the clearest pay-for-performance disconnects the policy is designed to flag. Although the performance stock award program uses relative total shareholder return as its metric (a positive design feature), the annual bonus paid out at 127% of target in a year when the stock dropped approximately 34% and long-term shareholders experienced severe losses, representing above-benchmark incentive pay that is not aligned with shareholder experience. The prior Say on Pay vote received 97% support, so no prior-vote concern applies, but the structural misalignment between above-target incentive payouts and deeply negative shareholder returns warrants a NO vote under the pay-for-performance alignment check.
Auditor
PricewaterhouseCoopers LLP
Tenure
44 yrs
Audit Fees
$2,532,800
Non-Audit Fees
$282,746
PricewaterhouseCoopers has audited CONMED since 1982, a tenure of approximately 44 years that well exceeds the policy's 25-year threshold for concern about auditor independence; while the proxy notes a recent lead partner rotation and the Audit Committee's review, these steps do not constitute the specific and compelling rationale required to override the tenure trigger. The non-audit fee ratio is acceptable at approximately 11% of audit fees (tax fees of $280,746 plus other fees of $2,000 against audit fees of $2,532,800), so the only trigger is the excessive tenure.
The 2026 CONMED ballot presents significant governance concerns driven by severe, sustained stock price underperformance: the stock has declined 65.8% over three years, trailing the company's own disclosed peer group by 38 percentage points and the IHI (iShares US Medical Devices ETF) by 65.6 percentage points, triggering AGAINST votes for five of seven director nominees and a NO vote on executive pay due to above-target bonus payouts during a period of deep shareholder losses. The auditor ratification also fails on tenure grounds, as PricewaterhouseCoopers has served for 44 years, far exceeding the 25-year policy threshold, with no sufficiently compelling rationale provided to override the trigger.
13 companies disclosed in 2026 proxy filing
