Sector: Health Care
UFP TECHNOLOGIES INC · Meeting: June 4, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-tenured CEO and chairman transitioning to Executive Chairman; UFPT's 3-year price return of +39.5% outpaces the IHI — iShares US Medical Devices ETF by +48.4 percentage points, well below the 65-percentage-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns apply.
Director since 2004 with strong CFO and CEO experience across multiple industries; TSR trigger does not fire given UFPT's +39.5% three-year return outpacing IHI — iShares US Medical Devices ETF by +48.4pp (threshold is 65pp); no attendance, overboarding, or independence issues identified.
Director since 2006 with deep strategic and healthcare industry advisory experience; TSR trigger does not fire (gap vs. IHI — iShares US Medical Devices ETF is +48.4pp, below the 65pp threshold); no overboarding, attendance, or independence concerns.
Director since 2015 and Lead Independent Director with extensive medical device manufacturing experience highly relevant to UFPT's business; TSR trigger does not fire; no overboarding, attendance, or independence issues.
Director since 2017 and Audit Committee Chair; retired CPA and former KPMG partner with deep medical technology accounting expertise meets the financial expert standard; TSR trigger does not fire; no overboarding, attendance, or independence concerns.
Director since June 2022 and Compensation Committee Chair with extensive operational and M&A experience at Analog Devices; joined within the past four years and TSR trigger does not fire regardless; no attendance or independence concerns.
Director since June 2022 with relevant medical products and healthcare operations experience; joined within the past four years and TSR trigger does not fire regardless; no attendance or independence concerns.
All seven directors are recommended FOR. UFPT's three-year stock return of +39.5% outperforms the IHI — iShares US Medical Devices ETF benchmark by +48.4 percentage points, which falls short of the 65-percentage-point threshold required to trigger an against vote for any director. The board is 85.7% independent, all committees are fully independent, attendance was 100% at or above the 75% threshold, no director is overboarded, and the slate brings strong, relevant expertise in medical device manufacturing, finance, and operations.
CEO
R. Jeffrey Bailly
Total Comp
$7,648,440
Prior Support
80%+%
CEO total compensation of $7,648,440 is elevated for a $1.5 billion market cap healthcare company, but compensation was set using an independent peer group benchmarking study by Pearl Meyer targeting the 50th percentile, the company exceeded its adjusted operating income target ($97.8M vs. $93.7M target), and shareholders experienced a strong +39.5% three-year return that significantly outpaces the IHI — iShares US Medical Devices ETF benchmark by +48.4 percentage points, supporting the view that above-benchmark incentive pay was justified by results. Pay mix is appropriately weighted toward variable compensation (base salary was $789,000, or roughly 10% of total pay, with the remainder in performance-based bonuses and equity awards tied to financial targets), a clawback policy is in place, and prior-year say-on-pay support exceeded 80%, reflecting no shareholder concern requiring remediation.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,394,529
Non-Audit Fees
$252,785
Non-audit fees (tax services of $252,785) represent approximately 18% of audit fees ($1,394,529), well below the 50% threshold that would raise independence concerns; no audit-related or other fees were incurred in 2025; Grant Thornton's tenure is not explicitly stated in the proxy so the tenure trigger cannot fire; UFPT's market cap of $1.5 billion warrants a large national firm and Grant Thornton qualifies; no material financial restatements were disclosed.
The 2026 UFP Technologies annual meeting presents a clean ballot with no significant governance concerns: all seven director nominees benefit from strong stock performance relative to the IHI — iShares US Medical Devices ETF benchmark that keeps the TSR trigger from firing, the Say on Pay program is performance-oriented with above-target financial results supporting executive pay levels, and the auditor ratification is straightforward with non-audit fees well within acceptable limits. Shareholders can confidently vote FOR all three management proposals.
