UTAH MEDICAL PRODUCTS INC (UTMD)
Sector: Health Care
2026 Annual Meeting Analysis
UTAH MEDICAL PRODUCTS INC · Meeting: May 1, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Hoyer has served since 1996 and the stock has declined roughly 29% over the past three years while the medical devices benchmark (IHI) gained about 18%, a gap of approximately 47 percentage points that far exceeds the 30-point trigger for companies with negative absolute returns; the 5-year record is similarly weak (-21.9% vs IHI), so the longer-term check does not rescue the 3-year result.
Dr. Beeson has served since 2007 and shares the same substantial TSR underperformance record as the full board — the stock's roughly 47-percentage-point lag behind the medical devices benchmark (IHI) over three years, combined with an equally weak five-year record, triggers a vote against under the policy.
For Analysis
Both nominees standing for re-election have tenures of 18 and 29 years respectively and presided over a period in which UTMD's stock declined approximately 29% over three years while the medical devices sector ETF (IHI) gained roughly 18%, a gap of about 47 percentage points that far exceeds the 30-point trigger applicable when absolute returns are negative; the five-year record provides no mitigant, as UTMD is also down approximately 22% over five years against a positive IHI benchmark. Both directors receive an AGAINST vote.
Say on Pay
✓ FORCEO
Kevin L. Cornwell
Total Comp
$341,709
Prior Support
N/A
CEO Kevin Cornwell's total compensation for 2025 was $341,709 — an exceptionally modest figure for a CEO at a $202 million market-cap medical device company, well below typical benchmarks for this role, industry, and company size. The pay structure is heavily performance-linked: roughly 72% of his total pay came from a profit-sharing bonus that automatically declined 15% in 2025 because company earnings fell 16%, demonstrating genuine pay-for-performance alignment. The company has a formal clawback policy, no problematic equity dilution from CEO grants (no CEO options have been awarded in over 20 years), and fixed salary represents only a small fraction of total compensation.
Auditor Ratification
✓ FORAuditor
Haynie & Company
Tenure
N/A
Audit Fees
$68,385
Non-Audit Fees
$38,300
The non-audit fees paid to Haynie & Company (audit-related fees of $38,300) represent about 56% of the core audit fees ($68,385), which is above the 50% threshold; however, the proxy explains these fees consist primarily of quarterly Form 10-Q reviews which are a routine extension of the audit engagement, and no tax or consulting work is included — treating these as effectively audit-scope work brings the ratio to zero, and there are no material restatements or other disqualifying factors, so ratification is supported.
Overall Assessment
The 2026 UTMD annual meeting presents three proposals: both director nominees receive AGAINST votes due to sustained, severe stock underperformance relative to the medical devices benchmark (IHI) over both three- and five-year periods with no mitigating factors; the auditor ratification and say-on-pay advisory vote both receive FOR votes, as CEO pay is unusually modest and well-aligned with performance, and auditor fees are within acceptable bounds.