SurModics Institutes Changes to its Board of Directors

SurModics Inc., a provider of surface modification and in-vitro diagnostic technologies, is revamping its Board of Directors.

Ronald Kalich and Timothy Nelson have joined the board, while Mary Brainerd has resigned. 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, SurModics’ board chairman. “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 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 a former executive and board member of numerous companies, including Arizant Inc. board chairman. Most recently he was president and CEO of FastenTech Inc., a manufacturer serving the aerospace, construction, military, power generation, and transportation industries. Through his 40 year career, he previously has held leadership positions with organizations including National-Standard Company, Marmon Group, Danaher Corporation, Forstmann Little Companies and Cooper Industries. He also is currently affiliated with H-E Parts International’s board of directors, and has prior board affiliations with Thomas and Betts Corporation, XOX Corporation, C/G Group and Safelite Corporation, among others.

Nelson is the former president and CEO of MAP Pharmaceuticals Inc., where he advanced clinical trials and led collaboration negotiations with Astra Zeneca and Allergan. Prior to that, he was a senior vice president at Durect Corporation from 1998 to 2005. Previously, he held multiple leadership positions at Medtronic Inc., most recently as a business director in its neurological division. He also holds several U.S. patents and currently has patents pending with MAP Pharmaceuticals, Durect and Medtronic.

In addition to its personnel changes, SurModics’ 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 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 $900,000 pretax, or approximately $0.04 per share, in the second quarter of fiscal 2014.

Headquartered in Eden Prairie, Minn., SurModics provides surface modification technologies and in-vitro diagnostic chemical components to medical device, diagnostic and life science companies. Its core offerings include surface modification coating technologies that impart lubricity, prohealing, and biocompatibility capabilities; and components for in-vitro diagnostic test kits and microarrays.