Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses UTMD in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named UTMD in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Kevin Cornwell | $87,000 | $0 | $0 | $0 | $246,750 | $0 | $7,959 | $341,709 |
| CEO | ||||||||
| Brian Koopman | 153,247 | 0 | 0 | 8,368 | 12,009 | 0 | 5,453 | 179,077 |
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Kevin Cornwell | $341,709 | — | — | — |
| Brian Koopman | 179,077 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Brian Koopman | Option | 187 | 82.6 | — |
| Brian Koopman | Option | 219 | 77.07 | — |
| Brian Koopman | Option | 344 | 64.09 | — |
| Brian Koopman | Option | 500 | 58.1 | — |
The Company applies a consistent philosophy to compensation for all employees, including senior management, based on the premise that achievements result from coordinated efforts toward common objectives, aligning employee compensation with stockholder interest in creating longer term stockholder value and consistent profitability.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | — |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-01 | 2,354,919 | 38,451 | 7,603 | 98.39% | Passed |
| 2025 | 2025-05-02 | 2,383,762 | 39,327 | 4,985 | 98.38% | Passed |
| 2024 | 2024-05-03 | 2,662,106 | 72,899 | 6,064 | 97.33% | Passed |
| 2023 | 2023-05-05 | 2,719,953 | 72,499 | 4,781 | 97.4% | Passed |
| 2022 | 2022-05-06 | 2,745,809 | 19,901 | 3,526 | 99.28% | Passed |
| 2021 | 2021-05-07 | 2,827,223 | 41,228 | 10,002 | 98.56% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-01 | 98.39%a |
| 2025 | 2025-05-02 | 98.38%b |
| 2024 | 2024-05-03 | 97.33%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 8 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $43,500 |
| Annual cash retainer | $30,600 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 4,200 |
| Stock ownership guideline | — |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Utah Medical Products | 2025 | Kevin Cornwell | $87,000 | $0 | $0 | $246,750 | $341,709 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Kevin Cornwell | DEF 14A | 2026-04-02 | 0001096906-26-000477 | Section “2025 Summary Compensation Table” · page 6. As printed: 341,709. Filing ↗machine: r1 · c7 · span 128821–128828 |
| 2 | Section 01, Brian Koopman | DEF 14A | 2026-04-02 | 0001096906-26-000477 | Section “2025 Summary Compensation Table” · page 6. As printed: 179,077. Filing ↗machine: r4 · c7 · span 132143–132150 |
| 3 | Section 07, pay ratio | DEF 14A | 2026-04-02 | 0001096906-26-000477 | Section “CEO Pay Ratio”. As printed: 8 : 1. Filing ↗ |
| 4 | Section 06, 2026 vote | Form 8-K | 2026-05-04 | 0001096906-26-000685 | Item 5.07 · say-on-pay result. As reported: 98.39% (votes for as printed: 2,354,919). Filing ↗ |
| 5 | Section 06, 2025 vote | Form 8-K | 2025-05-05 | 0001096906-25-000679 | Item 5.07 · say-on-pay result. As reported: 98.38% (votes for as printed: 2,383,762). Filing ↗ |
| 6 | Section 06, 2024 vote | Form 8-K | 2024-05-06 | 0001096906-24-001026 | Item 5.07 · say-on-pay result. As reported: 97.33% (votes for as printed: 2,662,106). Filing ↗ |
| 7 | Utah Medical Products (subject), Section 10b CEO total | DEF 14A | 2026-04-02 | 0001096906-26-000477 | CEO total compensation as printed in Utah Medical Products's own proxy. As printed: 341,709. Filing ↗machine: r1 · c7 · span 128821–128828 |