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SurModics Elects Additional Board Members [Health & Beauty Close - Up]
[February 21, 2014]

SurModics Elects Additional Board Members [Health & Beauty Close - Up]


(Health & Beauty Close - Up Via Acquire Media NewsEdge) SurModics, Inc., a provider of surface modification and in vitro diagnostic technologies to the healthcare industries, has announced the addition of two independent members, Ronald Kalich and Timothy Nelson, to its board of directors, effective immediately.



In a release, the Company also announced the resignation of current board member, Mary Brainerd. With these changes, the SurModics board consists of nine members, eight of whom are independent.

"We are delighted to add two successful leaders to our board," said Scott Ward, chairman of SurModics' board of directors. "We are eager to welcome them both, and we know that with Ron's deep executive leadership experience, and Tim's vast healthcare and medical technology expertise, our board will be an even stronger strategic resource for SurModics' management. We look forward to the contributions they will both make." Brainerd's resignation comes in light of her significant level of commitments both to HealthPartners and other organizations. "Mary submitted her resignation with regret, but noted that SurModics' strong leadership team and business success position the Company well for the future," said Ward. "We owe Mary a debt of gratitude for her five years of service to SurModics and wish her success in her endeavors." Kalich is the former executive and board member of numerous companies, including chairman of the board at Arizant, Inc. Most recently he was president and chief executive officer of FastenTech, Inc., a manufacturer serving the aerospace, construction, military, power generation, and transportation industries. Through his 40 year career, he has previously held leadership positions with organizations including National-Standard Company, Marmon Group, Danaher Corp., Forstmann Little Companies and Cooper Industries. He is also currently affiliated with H-E Parts International's board of directors, and has prior board affiliations with Thomas and Betts Corp., XOX Corp., C/G Group and Safelite Corp., among others.


Nelson is the former president and chief executive officer of MAP Pharmaceuticals, Inc., where he successfully advanced clinical trials and led collaboration negotiations with Astra Zeneca and Allergan. Prior to that position at MAP Pharmaceuticals, which was sold to Allergan in 2013, he was a senior vice president at DURECT Corp. from 1998-2005. Previously, he held multiple leadership positions at Medtronic, Inc., most recently as a business director in its neurological division. He is also the inventor on several U.S. patents and currently has patents in progress with MAP Pharmaceuticals, DURECT Corp. and Medtronic, Inc.

SurModics also said that its board has approved an amendment to the Company's board compensation policy in order to align its director compensation program with current corporate governance best practices. Under SurModics' previous board compensation policy, directors received equity compensation that vests over multiple years. Under the amended board compensation policy, non-employee directors' equity compensation will vest over a more typical one- year period. In connection with amending the policy, the Board also approved amendments that allow the unvested portions of previously issued and outstanding equity awards to vest fully if a director's board service ends after the one-year anniversary of the grant date of the applicable award. If a director's board service ends prior to the one-year anniversary of the grant date of an applicable award, the unvested portions will vest on a prorated monthly basis within the one-year period following the date of grant. All previously issued and fully vested equity awards remain unchanged. In connection with these amendments, the Company will take a one-time non-cash charge of approximately $0.9 million pretax, or approximately $0.04 per share, in the second quarter of fiscal 2014. SurModics will update its earnings guidance to reflect this charge in its second quarter fiscal 2014 earnings release.

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