Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CONMED CORPORATION |
Entity Central Index Key | 0000816956 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | In accordance with the rules adopted by the Securities and Exchange Commission pursuant to the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our CEO and non-CEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Value of Initial Fixed $100 Fiscal Year Summary (1) Compensation (2) Average Non-CEO NEOs (1) Average Non-CEO NEOs (3) Total (4) Peer Group (4) Net (5) Adjusted (6) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 $7,835,495 ($8,291,607) $3,060,984 ($792,325 $81.19 $113.92 ($80.6) $2.65 2021 $9,374,480 $23,174,447 $2,345,015 $5,176,896 $128.81 $140.40 $62.5 $3.21 2020 $6,461,620 $8,417,084 $1,706,722 $2,092,471 $101.14 $117.63 $9.5 $2.18 (1) The CEO and NEOs included in the above compensation reflect the following: Fiscal Year CEO NEOs 2022 Curt R. Hartman Todd W. Garner, Patrick J. Beyer, Heather L. Cohen, Stanley (Bill) W. Peters 2021 Curt R. Hartman Todd W. Garner, Patrick J. Beyer, Daniel S. Jonas, Stanley (Bill) W. Peters 2020 Curt R. Hartman Todd W. Garner, Patrick J. Beyer, John E. (Jed) Kennedy, Stanley (Bill) W. Peters (2) The following table sets forth the adjustments made to the SCT Total for the CEO during each year presented to determine compensation actually paid (CAP) to the CEO in accordance with Item 402(v) of Reg S-K, with “fair value” calculated in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC as of the end of the specified period. Fiscal Year 2020 2021 2022 SCT Total $6,461,620 $9,374,480 $7,835,495 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($4,674,000 ) ($7,376,003 ) ($6,340,000 ) Fair Value at Fiscal Year-End $8,622,686 $9,816,627 $2,905,326 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years $980,642 $9,695,332 ($13,258,089 ) Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $0 $0 $0 Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($2,973,864 ) $1,664,011 $565,661 Fair Value as of Prior Fiscal Year-End $0 $0 $0 Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 Compensation Actually Paid $8,417,084 $23,174,447 ($8,291,607 ) (3) The following table sets forth the adjustments made to the SCT Total for Non-CEO Non-CEO Fiscal Year 2020 2021 2022 SCT Total $ 1,706,722 $ 2,345,015 $ 3,060,984 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($968,563 ) ($1,475,201 ) ($2,257,040 ) Fair Value at Fiscal Year-End $1,701,547 $1,963,325 $1,034,296 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years $184,123 $2,034,891 ($2,739,250 ) Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $0 $0 $0 Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($531,358 ) $308,866 $108,685 Fair Value as of Prior Fiscal Year-End $0 $0 $0 Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 Compensation Actually Paid $2,092,471 $5,176,896 ($792,325 ) (4) In accordance with Item 402(v) of Reg S-K, each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. The Peer Group referenced for purposes of TSR comparisons reflects the group of companies in the S&P 500 Health Care Equipment Index, which is the industry peer group as reflected in our Annual Report on Form 10-K S-K (5) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (6) Adjusted diluted net earnings per share (“EPS”) is a financial measure that the Company believes is an important performance measure to link compensation actually paid to our CEO and other NEOs to the Company’s performance. Adjusted diluted net EPS is a non-GAAP Non-GAAP | ||
Company Selected Measure Name | Adjusted diluted net earnings per share | ||
Named Executive Officers, Footnote [Text Block] | (1) The CEO and NEOs included in the above compensation reflect the following: Fiscal Year CEO NEOs 2022 Curt R. Hartman Todd W. Garner, Patrick J. Beyer, Heather L. Cohen, Stanley (Bill) W. Peters 2021 Curt R. Hartman Todd W. Garner, Patrick J. Beyer, Daniel S. Jonas, Stanley (Bill) W. Peters 2020 Curt R. Hartman Todd W. Garner, Patrick J. Beyer, John E. (Jed) Kennedy, Stanley (Bill) W. Peters | ||
Peer Group Issuers, Footnote [Text Block] | In accordance with Item 402(v) of Reg S-K, each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. The Peer Group referenced for purposes of TSR comparisons reflects the group of companies in the S&P 500 Health Care Equipment Index, which is the industry peer group as reflected in our Annual Report on Form 10-K S-K | ||
PEO Total Compensation Amount | $ 7,835,495 | $ 9,374,480 | $ 6,461,620 |
PEO Actually Paid Compensation Amount | $ (8,291,607) | 23,174,447 | 8,417,084 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The following table sets forth the adjustments made to the SCT Total for the CEO during each year presented to determine compensation actually paid (CAP) to the CEO in accordance with Item 402(v) of Reg S-K, with “fair value” calculated in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC as of the end of the specified period. Fiscal Year 2020 2021 2022 SCT Total $6,461,620 $9,374,480 $7,835,495 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($4,674,000 ) ($7,376,003 ) ($6,340,000 ) Fair Value at Fiscal Year-End $8,622,686 $9,816,627 $2,905,326 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years $980,642 $9,695,332 ($13,258,089 ) Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $0 $0 $0 Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($2,973,864 ) $1,664,011 $565,661 Fair Value as of Prior Fiscal Year-End $0 $0 $0 Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 Compensation Actually Paid $8,417,084 $23,174,447 ($8,291,607 ) | ||
Non-PEO NEO Average Total Compensation Amount | $ 3,060,984 | 2,345,015 | 1,706,722 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (792,325) | 5,176,896 | 2,092,471 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) The following table sets forth the adjustments made to the SCT Total for Non-CEO Non-CEO Fiscal Year 2020 2021 2022 SCT Total $ 1,706,722 $ 2,345,015 $ 3,060,984 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($968,563 ) ($1,475,201 ) ($2,257,040 ) Fair Value at Fiscal Year-End $1,701,547 $1,963,325 $1,034,296 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years $184,123 $2,034,891 ($2,739,250 ) Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $0 $0 $0 Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($531,358 ) $308,866 $108,685 Fair Value as of Prior Fiscal Year-End $0 $0 $0 Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 Compensation Actually Paid $2,092,471 $5,176,896 ($792,325 ) | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the Average Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR, and the Peer Group TSR over the three most recently completed fiscal years. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship of Compensation Actually Paid and Our Net Income The compensation actually paid to our CEO and other NEOs had limited alignment to our reported net income during the three-year period of 2020 to 2022. Reported net income is not used as a performance measure in the pay programs for our CEO and other NEOs, in part due to adjustments made, for example, to account for the impact on Net Income from financing transactions such as when we refinanced the Convertible Notes in 2022. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship of Compensation Actually Paid and our Adjusted Diluted Net Earnings Per Share The compensation actually paid to our CEO and other NEOs aligns with our adjusted diluted net earnings per s h | ||
Total Shareholder Return Vs Peer Group [Text Block] | Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the Average Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR, and the Peer Group TSR over the three most recently completed fiscal years. | ||
Tabular List [Table Text Block] | Most Important Performance Measures The table below lists our most 2022 Most Important Performance Measures (Unranked) • Revenue • Three Year Relative Total Shareholder Return • Adjusted Diluted Net Earnings per Share | ||
Total Shareholder Return Amount | $ 81.19 | 128.81 | 101.14 |
Peer Group Total Shareholder Return Amount | 113.92 | 140.4 | 117.63 |
Net Income (Loss) | $ (80.6) | $ 62.5 | $ 9.5 |
Company Selected Measure Amount | 2.65 | 3.21 | 2.18 |
PEO Name | Curt R. Hartman | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Diluted Net Earnings per Share | ||
Non-GAAP Measure Description [Text Block] | Adjusted diluted net earnings per share (“EPS”) is a financial measure that the Company believes is an important performance measure to link compensation actually paid to our CEO and other NEOs to the Company’s performance. Adjusted diluted net EPS is a non-GAAP Non-GAAP | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Three Year Relative Total Shareholder Return | ||
PEO [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (6,340,000) | $ (7,376,003) | $ (4,674,000) |
PEO [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,905,326 | 9,816,627 | 8,622,686 |
PEO [Member] | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (13,258,089) | 9,695,332 | 980,642 |
PEO [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 565,661 | 1,664,011 | (2,973,864) |
PEO [Member] | Fair Value as of Prior Fiscal Year End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,257,040) | (1,475,201) | (968,563) |
Non-PEO NEO [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,034,296 | 1,963,325 | 1,701,547 |
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,739,250) | 2,034,891 | 184,123 |
Non-PEO NEO [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 108,685 | 308,866 | (531,358) |
Non-PEO NEO [Member] | Fair Value as of Prior Fiscal Year End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |