Current Report · Items 5.02, 7.01, 9.01 · 8-K
CONMED Corporation
CNMDNYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 17, 2026, CONMED Corporation (the “Company”) announced that John E. Gallagher has been appointed to serve as the Company’s Executive Vice President, Chief Financial Officer beginning July 15, 2026 (the “Effective Date”). Mr.…
Filed Jun 17, 2026Accepted Jun 17, 2026, 4:49 PM EDTCIK 816956Accession 0002077096-26-000203
Company context
CONMED is a medical technology company that provides devices and equipment for surgical procedures. The Company’s products are used by surgeons and other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, and thoracic surgery. For more information, visit www.conmed.com.
Current securities
Disclosure sections
Items 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2026, CONMED Corporation (the “Company”) announced
that John E. Gallagher has been appointed to serve as the Company’s Executive Vice President, Chief Financial Officer beginning
July 15, 2026 (the “Effective Date”). Mr. Gallagher will also be the Company’s principal financial officer and principal
accounting officer.
Mr. Gallagher, age 53, will join the Company from Certara, Inc., a
publicly traded pharmaceutical technology and services company, where he has served as Chief Financial Officer since April 2023. Prior
to joining Certara, Mr. Gallagher served as Chief Financial Officer of Cue Health Inc., a publicly traded healthcare technology company,
from 2021 to 2023. Prior to Cue Health, Mr. Gallagher served as Senior Vice President, CFO of the Medical Segment and Treasurer of Becton,
Dickinson & Co., a multinational medical technology company. Mr. Gallagher joined Becton Dickinson in 2012 as Corporate Treasurer
and also served as Chief Accounting Officer during his time there. Prior to joining Becton Dickinson, Mr. Gallagher served in a variety
of finance leadership positions at NBC Universal, General Electric Company and Ford Motor Company. Mr. Gallagher received his MBA from
the Joseph M. Katz Graduate School of Business at the University of Pittsburgh and a B.S. in Finance from Clemson University.
There are no arrangements or understandings between Mr. Gallagher and
any other person pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Gallagher
and any director or officer of the Company, nor does Mr. Gallagher have any direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Gallagher and the Company entered
into a letter agreement that sets forth the terms and conditions of his employment (the “Letter Agreement”). Mr. Gallagher’s
annual base salary will be $650,000, and he will be eligible for an annual cash bonus targeted at 85% of his base salary, subject to achievement
of certain performance metrics. The Letter Agreement also provides for grants to Mr. Gallagher on the Effective Date pursuant to the Company’s
2025 Long-Term Incentive Plan (the “2025 Long-Term Incentive Plan”) of (a) (i) options to purchase common shares of the Company
with a grant value of $575,000, (ii) restricted stock units with grant value of $1,150,000 and (iii) performance stock units with a grant
value of $575,000 and (b) restricted stock units with a grant value of $1,500,000, subject to the approval of the Company’s Compensation
Committee, as a make-whole in connection with certain equity awards forfeited from a prior employer. In addition, Mr. Gallagher will receive
a one-time cash bonus payment of $34,750 if he remains employed by the Company on December 31, 2026.
Mr. Gallagher will also participate in the CONMED Corporation Executive
Severance Plan (the “Severance Plan”). Under the Severance Plan, if Mr. Gallagher is terminated by the Company other than
for Cause (as defined in the Severance Plan) prior to, or more than two years following, a Change in Control (as defined in the Severance
Plan) and signs a customary release of claims, Mr. Gallagher will receive: (i) a lump sum cash payment equal to 1.5 times his base salary;
(ii) a lump sum cash payment equal to 1.5 times the average of his Annual Incentive Awards (as defined in the Severance Plan) earned for
the two completed fiscal years immediately preceding the year of termination; and (iii) continued participation in the Company’s
group health plans for the maximum period permitted under COBRA. If, during the two-year period following a Change in Control, Mr. Gallagher
is terminated by the Company other than for Cause or Mr. Gallagher resigns for Good Reason (as defined in the Severance Plan) and signs
a customary release of claims, Mr. Gallagher will receive: (i) a lump sum cash payment equal to 2.5 times his base salary; (ii) a lump
sum cash payment equal to 2.5 times the average of his Annual Incentive Awards earned for the three completed fiscal years immediately
preceding the year of termination; and (iii) continued participation in the Company’s group health plans for the maximum period permitted
under COBRA. In the event that any payments or benefits payable to Mr. Gallagher would constitute “parachute payments” within
the meaning of Section 280G of the Internal Revenue Code (the “Code”) and would be subject to the excise tax imposed by Section
4999 of the Code, such payments and benefits will be either delivered in full or reduced to the lesser extent that would result in no
portion being subject to such excise tax, whichever results in the greater after-tax benefit to Mr. Gallagher.
The foregoing description of the Letter Agreement is not
complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Upon the Effective Date, Patrick Beyer will cease to be the Company’s
Interim Principal Financial Officer, but he will continue to serve as the Company’s President and Chief Executive Officer. In addition,
Kimberly Lockwood will cease to be the Company’s Interim Principal Accounting Officer, but she will remain Interim Corporate Controller
and Senior Director, Financial Reporting and Controls.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation
FD Disclosure.
On June 17, 2026, the Company issued a press release announcing the
matters described above, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration
statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ea029501601ex99-1.htmEX-99.1
3
ea029501601ex99-1.htm
PRESS RELEASE ISSUED BY CONMED CORPORATION DATED JUNE 17, 2026
Exhibit 99.1
NEWS RELEASE
CONTACT:
CONMED Corporation
Dalton Henry
Investor Relations Analyst
IR@conmed.com
CONMED Corporation Appoints John E.
Gallagher as Chief Financial Officer
Largo, Fla. - June 17, 2026 - CONMED Corporation (NYSE: CNMD) today announced the appointment of John E. Gallagher as Chief Financial Officer (“CFO”),
effective July 15, 2026. Mr. Gallagher succeeds Todd Garner, who remains with the Company in an advisory capacity through November 2,
2026.
“We are pleased to welcome a talented
and experienced financial executive of John’s caliber to CONMED,” said Patrick J. Beyer, CONMED’s President and
Chief Executive Officer. “John brings deep healthcare and medical technology experience, an extensive history of public
company leadership, and a proven track record of leading global finance organizations and supporting complex strategic initiatives.
His combination of industry expertise, financial leadership, and operational partnership experience make him exceptionally
well-positioned to help CONMED execute its strategic priorities. I am excited to work al…
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