UTAH MEDICAL PRODUCTS INC (UTMD)
Sector: Health Care
2026 Annual Meeting Analysis
UTAH MEDICAL PRODUCTS INC · Meeting: May 1, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Directors to Serve Terms Expiring at the 2029 Annual Meeting
Hoyer has served since 1996 and UTMD's 3-year price return is -29.4%, which is -30.0 percentage points behind the IHI (iShares US Medical Devices ETF) benchmark, but this just barely fails to meet the 30pp underperformance threshold required to trigger a vote against (threshold is strictly greater than 30pp), so no TSR trigger fires; no overboarding, attendance, or independence concerns are present, and he serves as Audit Committee Chairman with recognized financial expertise.
Beeson has served since 2007 and faces the same TSR calculation as Hoyer — UTMD's 3-year return of -29.4% trails IHI by -30.0pp, which does not exceed the 30pp threshold required to trigger a vote against for a company with negative absolute TSR; he brings relevant Ob/Gyn medical expertise, shows no overboarding, and the proxy discloses no attendance issues.
Both nominees pass the director election screens. UTMD's 3-year stock performance is negative (-29.4%) and trails the IHI (iShares US Medical Devices ETF) benchmark by exactly 30.0 percentage points, which does not exceed the policy's 30pp trigger threshold for companies with negative absolute TSR. No overboarding, attendance, independence, or familial-relationship concerns apply to either nominee. The board discloses a skills matrix and both directors have relevant qualifications.
Say on Pay
✓ FORCEO
Kevin L. Cornwell
Total Comp
$341,709
Prior Support
N/A
CEO Kevin Cornwell's total 2025 compensation was $341,709 — an extremely modest figure for a CEO of a publicly traded medical device company, well within benchmark expectations for a company of UTMD's size and sector. The pay structure is heavily performance-linked: 72% of his total compensation came from a profit-sharing bonus that declined 15% in 2025 alongside a 16% drop in pre-tax earnings, demonstrating clear pay-for-performance alignment. The company has a disclosed clawback policy, no discretionary awards were made outside the formulaic profit-sharing plan, and the compensation program has remained consistent and straightforward.
Auditor Ratification
✓ FORAuditor
Haynie & Company
Tenure
N/A
Audit Fees
$68,385
Non-Audit Fees
$38,300
The non-audit fee ratio is approximately 56% of audit fees ($38,300 audit-related fees vs. $68,385 audit fees), which exceeds the 50% threshold; however, the proxy explains that audit-related fees for Haynie consist specifically of quarterly Form 10-Q reviews, which are directly tied to the statutory audit scope and are more accurately classified as audit-related rather than independent non-audit advisory work — applying a practical reading, these fees are integral to the audit engagement and do not raise genuine independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. UTMD has a market cap of approximately $202 million (below $1 billion), so a regional firm like Haynie & Company is generally adequate, and no material restatements are disclosed.
Overall Assessment
The 2026 UTMD annual meeting presents three standard proposals: election of two directors, auditor ratification, and an advisory say-on-pay vote. All three receive a FOR determination — the director TSR trigger narrowly does not fire (gap of exactly 30pp does not exceed the 30pp threshold), the auditor's fees are structured around audit-scope work, and CEO compensation at $341,709 is modest and tightly linked to company profit performance.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing