icui-20240401
ICU MEDICAL INC/DE0000883984DEF 14AFALSE00008839842023-01-012023-12-31iso4217:USDxbrli:pure00008839842022-01-012022-12-3100008839842021-01-012021-12-3100008839842020-01-012020-12-31000088398412023-01-012023-12-310000883984icui:EquityAwardsGrantedDuringTheYearReportedValueMemberecd:PeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedDuringTheYearUnvestedMemberecd:PeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:PeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedDuringTheYearVestedMemberecd:PeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedInPriorYearsVestedMemberecd:PeoMember2023-01-012023-12-310000883984icui:EquityAwardsThatFailedToMeetVestingConditionsMemberecd:PeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedDuringTheYearReportedValueMemberecd:NonPeoNeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedDuringTheYearUnvestedMemberecd:NonPeoNeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:NonPeoNeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedDuringTheYearVestedMemberecd:NonPeoNeoMember2023-01-012023-12-310000883984icui:EquityAwardsGrantedInPriorYearsVestedMemberecd:NonPeoNeoMember2023-01-012023-12-310000883984icui:EquityAwardsThatFailedToMeetVestingConditionsMemberecd:NonPeoNeoMember2023-01-012023-12-31000088398422023-01-012023-12-31000088398432023-01-012023-12-31000088398442023-01-012023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
ICU MEDICAL, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all the boxes that apply):
ý No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.




ICU MEDICAL, INC.
951 Calle Amanecer
San Clemente, California 92673-6213
NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To be held May 15, 2024
    The 2024 Annual Meeting of Stockholders (“Annual Meeting”) of ICU Medical, Inc. (the ''Company'') will be held virtually, exclusively via online live webcast at www.virtualshareholdermeeting.com/ICUI2024 on Wednesday, May 15, 2024 at 9:00 a.m., Pacific Daylight Time.

At the Annual Meeting, stockholders will be asked to:

1.Elect the following seven directors of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified: Vivek Jain, David C. Greenberg, Elisha W. Finney, David F. Hoffmeister, Donald M. Abbey, Laurie Hernandez, and Kolleen T. Kennedy.
2.Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024;
3.Hold an advisory vote to approve our named executive officer compensation; and
4.Transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

    The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We are not aware of any other business to come before the Annual Meeting.    

    The Board of Directors has determined that only holders of common stock of the Company of record as of the close of business on March 19, 2024 will be entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof. A list of such stockholders shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days ending on the day prior to the meeting date, at the Company's principal executive office address listed above.

    All stockholders are invited to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/ICUI2024. For instructions on how to attend the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Virtual Annual Meeting Attendance.”
YOUR VOTE IS IMPORTANT
It is important that your shares be represented regardless of the number of shares you may hold as of the record date. Whether or not you expect to attend the virtual Annual Meeting, we urge you to please vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials under Voting Information. If you received a proxy card by mail, you may sign, date and return in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy vote now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
THANK YOU FOR ACTING PROMPTLY
By Order of the Board of Directors
https://cdn.kscope.io/b7fac6b8523c084301ddb8735a1bb086-virginiaesignaturea10.jpg
Virginia Sanzone, Corporate Vice
President, General Counsel and Secretary
San Clemente, CA
April 2, 2024



TABLE OF CONTENTS
Page
Pay Versus Performance
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Forward-Looking Statements

This proxy statement (this “Proxy Statement”) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding the plans and expectations under its sustainability initiatives of ICU Medical, Inc. (the “Company”). In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘anticipate,’’ ‘‘could,’’ “future,” “outlook,” “guidance,” ‘‘intend,’’ ‘‘target,’’ ‘‘project,’’ ‘‘contemplate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘predict,’’ ‘‘potential,’’ ‘‘continue,’’ or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

These forward-looking statements are based on management’s current expectations and involve known and unknown risks and uncertainties that may cause actual future events to differ materially from the forward-looking statements in this Proxy Statement, including but not limited to the factors, risks and uncertainties included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and as such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website, www.icumed.com. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Proxy Statement. Any such forward-looking statements represent management’s estimates as of the date of this Proxy Statement. While the Company may elect to update such forward-looking statements at some point in the future, unless required by applicable law, the Company disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, one should not assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date of this Proxy Statement.


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ICU Medical, Inc.
951 Calle Amanecer
San Clemente, California 92673-6213

PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

April 2, 2024

    This Proxy Statement is furnished to the stockholders of ICU Medical, Inc. (the “Company” or “ICU”) in connection with the solicitation by the Board of Directors (the “Board”) of the Company of proxies to be voted at the 2024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) and at any continuation, adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. First person pronouns used in this Proxy Statement, such as “we,” “us,” and “our,” refer to ICU and its subsidiaries unless context requires otherwise.

    This Proxy Statement and the Company's Annual Report to Stockholders for the year ended December 31, 2023 (the “2023 Annual Report”) are being made available to stockholders on or about April 2, 2024.

Annual Meeting of Stockholders

Time and Date

    The Annual Meeting will be held virtually on Wednesday May 15, 2024 at 9 a.m. Pacific Time (“PT”). Stockholders may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ICUI2024.

Record Date

    The Board has set March 19, 2024 as the record date (the “Record Date”) for the Annual Meeting. If you were a stockholder of record at the close of business on the record date, then you are entitled to receive notice of, and to vote at, the Annual Meeting.

    As of March 19, 2024, the outstanding voting securities of the Company consisted of 24,365,082 shares of $0.10 par value common stock (the “Common Stock”).

Voting

    Each stockholder of record at the close of business on the Record Date is entitled to one vote for each share held as of that date on each matter submitted to a vote of stockholders. The presence in person or by proxy of holders of a majority of the outstanding shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of such business as shall properly come before the Annual Meeting. There are no cumulative voting rights.

Voting Matters

Elect the seven director nominees named in this Proxy Statement.
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024.
Advisory vote to approve executive compensation paid to our named executive officers.
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

    Additional voting information about voting at the Annual Meeting is detailed below.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ONLINE ON MAY 15, 2024

    This Proxy Statement and the 2023 Annual Report to stockholders are available at http://www.proxyvote.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

    You will be able to attend the Annual Meeting, vote, and submit your questions prior to or during the meeting via the Internet only by visiting www.virtualshareholdermeeting.com/ICUI2024. Access the website at least 10 minutes before the beginning of the meeting to register your attendance and complete the verification procedures to confirm that you were a stockholder of record as of March 19, 2024, the Record Date. To access the virtual Annual Meeting at the above website you will need to enter your unique control number provided to you on your proxy card to verify your identity.

The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. If you encounter any technical difficulties logging onto www.virtualshareholdermeeting.com/ICUI2024 or during the meeting, there will be a 1-800 number and international number available on the website to assist you. Technical support will be available 15 minutes prior to the start time of the meeting and through the conclusion of the meeting.

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS

Voting Information

Why have I received a Notice of Internet Availability of Proxy Materials?

As permitted by SEC rules, we are making this Proxy Statement and our 2023 Annual Report available to certain of our stockholders electronically via the Internet. On or about April 2, 2024, we mailed to these stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”) containing instructions on how to access this Proxy Statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and 2023 Annual Report. We encourage you to access and review the Proxy Statement and 2023 Annual Report in advance of voting. The Internet Notice also instructs you on how you may submit your proxy over the Internet or via telephone. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, follow the instructions for requesting such materials set forth on the Internet Notice.

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is March 19, 2024. You are entitled to vote at the Annual Meeting only if you are a stockholder of record at the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. Each share of our common stock entitles its holder to one vote per share on all matters presented to our stockholders at the Annual Meeting.

How do I submit my proxy?

    You will have the opportunity to attend the virtual Annual Meeting and vote electronically during the virtual Annual Meeting if you choose. Whether or not you attend and vote electronically during the virtual Annual Meeting, it is important that your shares be represented and voted. If you are a stockholder of record, you can give a proxy to have your shares voted at the virtual Annual Meeting in one of the following three ways:

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by signing, dating, and mailing the enclosed proxy card in the enclosed envelope, if you received paper copies of these materials. Proxy cards submitted by mail must be received by the Company no later than May 14, 2024 in order for your shares to be voted;
electronically, via the Internet by accessing www.proxyvote.com using your control number on your proxy card until 11:59 P.M. Eastern Time on May 14, 2024; or
over the telephone by calling toll free number 1-800-690-6903 until 11:59 P.M. Eastern Time on May 14, 2024.

    The Internet and telephone proxy submission procedures are set up for your convenience and are designed to verify your identity, to allow you to give voting instructions, and to confirm that those instructions have been properly recorded.

    If your shares are held in the name of a bank, broker or other holder of record (shares held in “street name”), you may vote by submitting voting instructions in the manner prescribed by your bank, broker or nominee. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares. In most instances, you will be able to do this on the Internet, by telephone or by mail as indicated above.

How can I attend and vote my shares during the virtual Annual Meeting?

The procedures for attending and voting during the Annual Meeting are designed to verify your identity and allow you to vote. You should retain the attachment to the proxy card enclosed with this Proxy Statement on which your unique control number appears. You will need to write this control number on your ballot to verify your identity. Note that if your shares are held in “street name,” you should contact your bank or broker to obtain your control number or otherwise vote through your bank or broker. If you lose your control number, you may join the Annual Meeting as a “Guest,” but you will be in listen-only mode and will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

    To vote during the meeting, visit www.virtualshareholdermeeting.com/ICUI2024 and vote electronically. Electronically submitted ballots must be received before the polls are closed during the Annual Meeting to be counted. We anticipate that the polls will be open from approximately 9:05 to 9:20 A.M. PT on May 15, 2024.

    Even if you currently plan to electronically attend the virtual Annual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. If you vote by proxy and then decide to attend the virtual Annual Meeting, you will be able to vote electronically during the Annual Meeting if you wish to change your vote.

How can I ask questions at the 2024 Annual Meeting?

The 2024 Annual Meeting will include a question and answer session, during which we will answer questions submitted in accordance with the meeting rules posted on the meeting website (www.virtualshareholdermeeting.com/ICUI2024) and that are relevant to the proposals to be voted on. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote my shares during the virtual Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Stockholders will have an opportunity to submit written questions via the Internet at any time during the meeting by following the instructions that will be available on the meeting website. Stockholders may also submit written questions in advance of the Annual Meeting at proxyvote.com before 11.59 P.M Eastern Time on May 14, 2024. In both cases, stockholders must have available their control number.

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted during the meeting and that relate to the matters to be voted on. We intend to reserve up to 10 minutes before the closing of the polls to address questions submitted. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote my shares at the virtual Annual Meeting?” will be able to submit questions during the Annual Meeting. Additionally, our Annual Meeting will follow “Rules of Conduct,” which will be available on our Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”). Under these Rules of Conduct, a stockholder may ask up to two questions, and we will not address questions that are, among other things:

irrelevant to the business of the Company or to the business of the Annual Meeting;
related to information beyond that which is contained in our prior public disclosures;
related to material non-public information of the Company;
related to personal grievances;
derogatory references to individuals or that are otherwise in bad taste;
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substantially repetitious of statements already made by another stockholder;
in furtherance of the stockholder’s personal or business interests; or
out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair of the Annual Meeting or the Corporate Secretary in their reasonable judgment.

Why didn’t I receive a printed copy of the proxy materials?

As permitted by the SEC rules, we have elected to provide access to our proxy materials and 2023 Annual Report online instead of sending all stockholders a full set of printed proxy materials. Stockholders will not receive paper copies of the proxy materials unless they request them. We believe that electronic delivery provides you with prompt access to our proxy materials, lowers our costs of printing and delivering proxy materials, and minimizes the environmental impact of printing paper copies. You should have already received the Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials and vote. If you would like to receive a printed copy of our proxy materials, see below.
    
How can I request a paper or e-mail copy of the proxy materials?

    You may receive a paper or e-mail copy of the proxy materials free of charge by requesting a copy prior to May 1, 2024, to facilitate timely delivery, through one of the following:

By Internet:    www.proxyvote.com
By telephone:    1-800-579-1639
By e-mail:    sendmaterial@proxyvote.com

Where can I find the voting results?

    We will announce the preliminary voting results at the virtual Annual Meeting. We also will report the final voting results on a Form 8-K, which we expect to file with the SEC within four business days after the virtual Annual Meeting has been held.

How will my proxy be voted?
    If you are a record holder and submit your proxy without instructions as to how it is to be voted, the proxy holders identified on the proxy will vote your shares as follows:

FOR proposal 1, the election as directors of the seven director nominees named in this Proxy Statement;
FOR proposal 2, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024; and
FOR proposal 3, the advisory vote to approve executive compensation paid to our named executive officers.
    If you indicate voting instructions when you submit your proxy, the proxy holders will follow your instructions in casting votes. If you hold your shares through a broker and do not instruct the broker on how to vote your shares, your shares will not be voted for proposal 1, or proposal 3, as applicable, and instead will be considered a “broker non-vote” as to each of those proposals. If you do not instruct the broker on how to vote your shares on proposal 2, the broker will be permitted to exercise its discretion to vote your uninstructed shares on proposal 2.

    The Board does not know of any matters that will come before the Annual Meeting other than those described in the Notice of Annual Meeting. If any other matters are properly presented for consideration at the Annual Meeting, then the proxy holders will have discretion to vote on such matters as they see fit.

Your vote is important. Thank you for voting.
Voting Matters and Board Recommendations

    The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.

    Broker Non-Votes. The term “broker non-votes” refers to shares held by a broker in “street name” that are present by proxy but are not voted pursuant to rules prohibiting brokers from voting on non-routine matters without instructions from the beneficial owner of the shares. Broker non-votes on non-routine matters are not counted as entitled to vote on a matter in determining the number of affirmative votes required for approval of the matter but are counted as present for quorum purposes.
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Of the proposals to be considered at the Annual Meeting, only the ratification of the appointment of the independent registered public accounting firm is considered to be a routine matter on which brokers may vote without instructions from beneficial owners. The election of directors and the advisory vote to approve named executive officer compensation are considered non-routine matters on which brokers may not vote without instructions from the beneficial owners.

Votes Withheld and Abstentions. Under our Bylaws, a share present at the meeting but for which there is an abstention or as to which a stockholder gives no authority or direction as to a particular proposal (“votes withheld”), shall be counted as present for purpose of establishing a quorum but shall not be counted as a vote cast for or against the proposal.
    Assuming that a quorum is present, the votes required to approve the matters before the Annual Meeting are as follows:
Proposal 1. Election of Directors: The election of directors will be decided by a plurality of the votes. The seven director nominees receiving the highest number of affirmative “for” votes will be elected. Votes withheld are not considered votes cast and will, therefore, not affect the outcome of this proposal. As brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal, broker non-votes will have no effect on the outcome of the proposal. In addition, under our Bylaws, in an uncontested election of directors (one in which the only nominees are those nominated by the Board), any nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election shall, within 10 days following the certification of the stockholder vote, tender his or her written resignation to the Chairperson of the Board for consideration by the Nominating/Corporate Governance Committee of the Board ("the Nominating Committee"). The Nominating Committee shall consider such tendered resignation and within 60 days following the certification of the stockholder vote, shall make a recommendation to the Board concerning the acceptance or rejection of the resignation.

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm: Stockholder approval of this matter requires the affirmative vote of the holders of a majority of the votes cast on the matter affirmatively or negatively. Abstentions are not counted as votes cast and will not affect the outcome of this proposal. As brokers have the discretionary authority to vote uninstructed shares on this matter, broker non-votes are not expected for this proposal.

Proposal 3. Advisory Vote to Approve our Named Executive Officer Compensation: Stockholder approval of this matter requires the affirmative vote of the holders of a majority of the votes cast on the matter affirmatively or negatively. Abstentions are not counted as votes cast and will not affect the outcome of this proposal. As brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal, broker non-votes will also have no effect on the outcome of this proposal.

Board Recommendations

    The Board recommends that you vote:

FOR the election of the seven nominees for election to the Board to serve until the next annual meeting of stockholders or until their successors have been elected and qualified;

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; and

FOR the approval, on an advisory basis, of our named executive officer compensation.
Virtual Annual Meeting Attendance

    As permitted by Delaware law, the Annual Meeting will be held entirely virtually at www.virtualshareholdermeeting.com/ICUI2024, on Wednesday, May 15, 2024 at 9:00 a.m., Pacific Daylight Time, and at any adjournments thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. There will be no physical location at which stockholders may attend the Annual Meeting, but stockholders may attend and participate in the meeting electronically. Stockholders who participate in the virtual Annual Meeting will be deemed to be present in person and will be able to vote during the Annual Meeting at the times that the polls are open. Stockholders who wish to attend the meeting should go to www.virtualshareholdermeeting.com/ICUI2024, at least 10 minutes before the beginning of
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the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders of record as of March 19, 2024, the record date. Stockholders of record will need to provide the control number on the attachment to the enclosed proxy card to verify their identity.

    Beneficial owners whose stock is held for them in street name by their banks, brokers or other nominees may also attend the Annual Meeting by going to www.virtualshareholdermeeting.com/ICUI2024, at least 10 minutes before the beginning of the meeting to register their attendance and complete the verification procedures to confirm that they were a beneficial owner as of the record date. Beneficial owners will need to provide the name of the broker or other nominee that holds their shares to gain access to the virtual meeting. Such beneficial owners may only cause their shares to be voted by providing voting instructions to the persons who hold the beneficial owners’ shares for them.

Revoking or Changing Your Vote

    A stockholder giving a proxy may revoke its vote at any time before it is voted at the Annual Meeting by filing with the Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if the person executing the proxy is present at the Annual Meeting electronically and elects to vote electronically during the meeting. Subject to such revocation or suspension, all shares represented by each properly executed proxy or electronic vote received by the Company will be voted in accordance with the instructions indicated thereon, and if instructions are not indicated, will be voted in favor of (i) the election of the director nominees named in or otherwise nominated as set forth in this Proxy Statement, (ii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2024, (iii) the approval, on an advisory basis, of our named executive officer compensation, and (iv) in the discretion of the proxy holders on any other business that properly comes before the meeting. Currently, no matter is expected to be considered at the Annual Meeting other than the proposals set forth in the accompanying Notice of Annual Meeting of Stockholders. However, if any other matters are properly brought before the Annual Meeting for action, it is intended that the shares of our Common Stock represented by proxies will be voted by the persons named as proxies on the proxy card in accordance with their discretion on such matters.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    The following table sets forth information as to shares of Common Stock beneficially owned as of March 19, 2024, by (a) each current director and each nominee for director, (b) each named executive officer for fiscal year ended December 31, 2023 and (c) all current directors and executive officers of ICU as a group. Unless otherwise indicated in the footnotes following the table, and subject to community property laws where applicable, the Company believes that the persons as to whom the information is given have sole voting and investment power over the shares listed as beneficially owned. The business address of the Company’s directors and officers is 951 Calle Amanecer, San Clemente, California 92673.
Stock Ownership of Directors and Executive Officers:
Shares of Common Stock OwnedShares AcquirableTotal Shares Beneficially OwnedPercent of Outstanding Shares (1)
George A. Lopez, M.D.1,195,096 — 1,195,096 4.9 %(2)
David C. Greenberg4,589 14,470 19,059 *(3)
Elisha W. Finney1,481 10,417 11,898 *
David F. Hoffmeister2,079 7,367 9,446 *
Donald M. Abbey2,079 7,367 9,446 *
Laurie Hernandez937 3,273 4,210 *
Kolleen T. Kennedy614 2,598 3,212 *
Vivek Jain193,291 61,373 254,664 1.0 %(4)
Brian M. Bonnell24,954 — 24,954 *
Christian B. Voigtlander12,539 66,667 79,206 *
Dan Woolson15,609 — 15,609 *
Virginia Sanzone6,532 — 6,532 *
All directors and executive officers as a group (12 persons)1,459,800 173,532 1,633,332 6.7 %
____________________________
* Represents less than 1% of our outstanding Common Stock
(1)
The beneficial ownership percentage of each stockholder is calculated based on the number of shares of Common Stock outstanding as of March 19, 2024. Shares of our Common Stock that a person has the right to acquire within 60 days of March 19, 2024 (whether under RSUs that vest during that period or under options currently exercisable or that are exercisable during that period) are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.
(2)
Includes 877,343 shares owned by the George A. Lopez, M.D. Second Family Limited Partnership (the “Partnership”), representing 3.6% of the total shares of Common Stock outstanding as of March 19, 2024. Dr. Lopez is the general partner of the Partnership and holds a 1% general partnership interest in the Partnership. As the general partner, he has the power to vote and power to dispose of the 877,343 shares owned by the Partnership and may be deemed to be a beneficial owner of such shares. Trusts for the benefit of Dr. Lopez’s children, the Christopher George Lopez Children’s Trust and the Nicholas George Lopez Children’s Trust (collectively, the “Trusts”), own a 99% limited partnership interest in the Partnership. Dr. Lopez is not a trustee of and has no pecuniary interest in the assets of the Partnership held by his children’s Trusts. Except to the extent of the undivided 1% general partnership interest in the assets of the Partnership, Dr. Lopez disclaims any beneficial ownership of the shares owned by the Partnership.

Includes 4,002 shares owned by the Lopez Family Trust. Dr. Lopez is a trustee and beneficiary of the Lopez Family Trust. Includes shares held by Dr. Lopez as Trustee of the Lopez Charitable Remainder Trust #1 for the benefit of Dr. Lopez.
(3)Includes 500 shares held by David C. Greenberg, TTEE David C. Greenberg, Declaration of Trust.
(4)Includes 88,698 shares held by Vivek Jain Descendant's Trust.



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Beneficial Holders of More than 5%

    As of March 19, 2024, those that beneficially own more than 5% of ICU Common Stock were as follows:
Name and Address of Beneficial OwnerShares of Common Stock OwnedPercent of Outstanding Shares
Janus Henderson Group2,617,933 10.7 %(1)(2)
201 Bishopsgate EC2M 3AE, United Kingdom
 BlackRock Inc.2,558,515 10.5 %(1)(3)
50 Hudson Yards, New York, NY 10001
 The Vanguard Group, Inc.2,440,729 10.0 %(1)(4)
100 Vanguard Blvd, Malvern, PA 19355
Smiths Group plc1,670,000 6.9 %(1)(5)
 Level 10, 255 Blackfriars Road, London, United Kingdom, SE1 9AX.
Wellington Management Group LLP1,575,456 6.5 %(1)(6)
280 Congress Street, Boston, MA 02210
Fuller & Thaler Asset Management, Inc.1,472,050 6.0 %(1)(7)
411 Borel Avenue, Suite 300, San Mateo, CA 94402
____________________________
(1)
Information included solely in reliance on information included in statements filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(d) or Section 13(g) of the Securities Act of 1934, as amended, by the indicated holder.
(2)Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024, Janus Henderson Group plc has shared voting and shared dispositive power over 2,617,933 shares, and Janus Henderson Enterprise Fund has shared voting and shared dispositive power over 1,230,753 shares. Janus Henderson Group plc is a parent holding company of Janus Henderson Enterprise Fund, which is a registered investment company. The address for Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom, and the address for Janus Henderson Enterprise Fund is 151 Detroit Street, Denver, Colorado 80206.
(3)Based solely on a BlackRock, Inc. stated in its Schedule 13G/A filed with the SEC on January 24, 2024, BlackRock, Inc. that, of the 2,558,515 shares beneficially owned, it has sole voting power overwith respect to 2,499,682 shares and sole dispositive power overwith respect to all 2,558,515 shares. The address for BlackRock, Inc.is 50 Hudson Yards, New York, NY 10001.
(4)The Vanguard Group, Inc. stated in its Schedule 13G/A filing with the SEC on January 10, 2024, The Vanguard Group that, of the 2,440,729 shares beneficially owned, it has shared voting power with respect to 6,534 shares, sole dispositive power with respect to 2,412,238 shares and shared dispositive power with respect to 28,491 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(5)Based on a Schedule 13D/A filed by Smiths Group plc with the SEC on February 29, 2024 and other information known to the Company, each of Smiths Group plc and Smiths Group International Holdings Limited (“SGIH”) has shared voting power and shared dispositive power over 1,670,000 shares. These shares are held directly by SGIH, which is a wholly-owned subsidiary of Smiths Group plc. The address of each of the foregoing named beneficial holders Level 10, 255 Blackfriars Road, London, United Kingdom, SE1 9AX.
(6)Based solely on a Schedule 13G filed with the SEC on February 8, 2024, each of Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP that, of the 1,575,456 shares beneficially owned hasve shared voting power overwith respect to 1,256,313 shares and shared dispositive power overwith respect to all 1,575,456 shares. The address of each of the foregoing named beneficial holders is 280 Congress Street, Boston, MA 02210.
(7)Based solely on a Fuller & Thaler Asset Management, Inc. stated in its Schedule 13G filed with the SEC on February 13, 2024, as of December 31, 2023, Fuller & Thaler Asset Management, Inc. that, of the 1,472,050 shares beneficially owned, it has sole voting power overwith respect to 1,444,195 shares and sole dispositive power overwith respect to all 1,472,050 shares. The address for Fuller & Thaler Asset Management, Inc.is 411 Borel Avenue, Suite 300, San Mateo, CA 94402.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Information about our Executive Officers

The following table lists the names, ages, certain positions and offices held by our executive officers as of April 2, 2024:
 AgeOffice Held
Vivek Jain52Chairman of the Board and Chief Executive Officer
Brian Bonnell50Chief Financial Officer and Treasurer
Christian B. Voigtlander56Chief Operating Officer
Daniel Woolson47Corporate Vice President, General Manager - Infusion Systems
Virginia Sanzone49Corporate Vice President, General Counsel
 
Mr. Jain joined the Company in February 2014 as Chairman of the Board and Chief Executive Officer. Mr. Jain served as CareFusion Corporation's (“CareFusion”) President of Procedural Solutions from 2011 to February 2014. Mr. Jain served as President, Medical Technologies and Services of CareFusion from 2009 until 2011. Mr. Jain served as the Executive Vice-President-Strategy and Corporate Development of Cardinal Health from 2007 until 2009. Mr. Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., an electronics company from 2006 to August 2007. Mr. Jain served as an investment banker at J.P. Morgan Securities, Inc., an investment banking firm, from 1994 to 2006. Mr. Jain's last position with J.P. Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006.

Mr. Bonnell has served as our Chief Financial Officer and Treasurer since March 3, 2020. From May 2018 until March 2020, Mr. Bonnell served as the Company’s Corporate Vice President, Finance. Prior to joining the Company, Mr. Bonnell served as Treasurer and Head of Financial Planning and Analysis at Alere Inc. from May 2015 until December 2017. Prior to May 2015, Mr. Bonnell held various roles at CareFusion Corporation in Finance and last served as Senior Vice President, Tax and Treasurer.

Mr. Voigtlander has served as our Chief Operating Officer since January 2018. From February 2017 to January 2018, Mr. Voigtlander served as the Company’s Corporate Vice President, Business Development and General Manager, Infusion Solutions. From June 2015 to February 2017, Mr. Voigtlander served as the Company’s Vice President, Business Development. Prior to May 2015, Mr. Voigtlander held various roles at CareFusion and last served as Senior Vice President, Business Development and Strategy.

Mr. Woolson has served as our Corporate Vice President, General Manager - Infusion Systems since January 2017. Mr. Woolson served as President, Respiratory Solutions for Becton Dickinson from March 2015 to November 2016. Prior to March 2015, Mr. Woolson held various roles at CareFusion and last served as Vice President/General Manager, Specialty Disposables.

    Ms. Sanzone has served as our Corporate Vice President, General Counsel and Secretary since January 2018.  Ms. Sanzone served as the Company’s Vice President, General Counsel from August of 2015 to January 2018. Prior to August of 2015, Ms. Sanzone held various roles at CareFusion and last served as Senior Vice President, Associate General Counsel - Business Segments & Americas.

Our officers hold office until the first meeting of the Board of Directors after the annual meeting of stockholders succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes important information regarding the executive compensation program at ICU Medical, Inc. It describes our compensation philosophy, objectives regarding the compensation of our named executive officers, our policies and practices, and determinations related to executive compensation specific to 2023. For 2023, the term “named executive officers” represents the five executive officers in the compensation tables below:



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Vivek Jain
Chief Executive Officer (“CEO”) and Chairman of the Board
Brian Bonnell
Chief Financial Officer (“CFO”) and Treasurer
Christian Voigtlander
Chief Operating Officer (“COO”)
Daniel WoolsonCorporate Vice President, General Manager - Infusion Systems
Virginia SanzoneCorporate Vice President, General Counsel

Executive Summary

    Our executive compensation program is designed to provide a total compensation package intended to attract and retain high-caliber executive officers and employees, and also to incentivize employee contributions that are consistent with our corporate objectives and stockholder interests. Our Compensation Committee, comprised solely of independent directors, believes it is important to provide a competitive total compensation package and share our success with our named executive officers, as well as our other employees, when our objectives are met. The following is a summary of the aspects of our executive compensation program discussed further in this section.

Pay for Performance. Our compensation program is designed to reward our executive officers and employees when the Company performs or to deliver below target compensation when the Company and/or individuals underperform.
Mix of compensation components and incentives. We target a balanced mix of cash and equity compensation and we focus more on variable and performance-based incentives (such as bonus and equity compensation) and less on fixed compensation (such as base salary). In 2023 base salaries remained the same as 2022 base salaries. Our base salaries remain below the median of our peer group and accordingly performance-based incentive compensation remains important for the retention of our named executive officers.
Performance-based equity. A significant portion of our equity compensation awarded to our executive officers is earned based 100% on financial and individual performance factors rather than solely time-based vesting.

2023 Business Highlights    

(in millions, except per share and stock price amounts)
20232022Change
Revenue$2,259.1 $2,280.0 (0.9)%
Net Loss$(29.7)$(74.3)60.0 %
Adjusted EBITDA(1)
$376.1 $358.7 4.9 %
Diluted (loss) earnings per share (EPS)$(1.23)$(3.11)60.5 %
Adjusted Diluted EPS(2)
$6.75 $6.51 3.7 %
Operating cash flow$166.2 $(62.1)367.6 %
Free Cash Flow(3)
$83.8 $(151.5)155.3 %
Closing Stock Price at Fiscal Year-end$99.74 $157.48 (36.7)%
___________________________
(1) Adjusted EBITDA adjusts from net income certain items as described in Annex A to this proxy statement. Our reconciliation of net loss to Adjusted EBITDA is contained in Annex A to this proxy statement.

(2) Adjusted Diluted EPS represents diluted earnings per share adjusted for certain items as described in Annex A to this proxy statement. Our reconciliation of diluted earnings per share to Adjusted Diluted EPS is contained in Annex A to this proxy statement.

(3) Free Cash Flow represents operating cash flow adjusted for certain items as described in Annex A to this proxy statement. Our reconciliation of net cash provided by (used in) operating activities to free cash flow is contained in Annex A to this proxy statement.

Executive Compensation Program Highlights

Pay for Performance    

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    “Pay for performance” is the underlying tenet of our compensation philosophy. Consistent with this focus, our 2023 executive compensation program includes annual performance-based cash bonuses and long-term incentive compensation, primarily in the form of restricted stock unit (“RSU”) awards, that vest based on continued service and achievement of applicable performance goals. We overemphasize long-term equity opportunities relative to short-term cash opportunities in order to motivate our executives to focus on long-term value creation and accordingly have under-weighted both base salary and annual target bonus relative to equity-based compensation as components of our annual total target compensation. Additionally, our executive compensation program is designed so that a significant portion of compensation is “at risk” based on Company performance, including short-term cash and long-term equity incentives, which also align the interests of our stockholders.

    For 2023, on average, approximately 87% of our named executive officers’ target total direct compensation consisted of “variable” pay (assuming the payout at “target” performance of annual cash bonuses and performance RSU awards) and included the following elements:

Performance-based cash. Our named executive officers participate in an annual cash incentive program which provides for payouts ranging from 0% to 150% of target incentive opportunity based upon achievement of pre-established financial measures, and the Compensation Committee reserves discretion to adjust bonuses up or down based on each named executive's individual performance against pre-set individual performance goals in determining actual bonus payouts.

Multi-year Performance-based RSU awards. The performance-based RSU (“PRSU”) awards granted to our CEO, COO, CFO, and Corporate Vice President, General Counsel ("CVP, GC") are earned and cliff-vest only upon achievement of performance goals over a three-year performance period which, for awards granted in 2023, is based on the achievement of minimum three-year adjusted revenue and Adjusted EBITDA compound annual growth rates, each weighted 50%. Mr. Woolson will earn his long-term PRSU award over a three-year period, consisting of three annual performance periods, if he meets his individual performance goals, as determined by the CEO and our Compensation Committee in their discretion. Our long-term PRSU awards recognize contributions to long-term success, align our executive officers' compensation with Company performance and allow us to retain key employees through long-term vesting and potential wealth creation.

Time-based RSU awards. The time-based RSUs awarded to our CEO, COO, CFO and CVP, GC balance pay-for-performance and retention objectives. Realized value will vary based on stock price performance. Retention is achieved via a three-year vesting period. These vesting periods reinforce the executives' focus on long-term stockholder value.

The following chart shows the mix between “fixed” and “variable” pay for our CEO and other named executive officers in 2023 (on average). Fixed pay included base salaries and other benefits. RSUs are included in variable pay below because the value varies with stock performance.
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73677368
Strong Governance and Other Compensation Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our compensation philosophy and related corporate governance policies and practices are complemented by the following specific compensation practices that are designed to align our executive compensation program with long-term stockholder interests:

Meaningful Stock Ownership Guidelines. We maintain guidelines for the minimum ownership of shares of our Common Stock by our executive officers and the non-employee members of our Board, including a 5x base salary requirement for our CEO and 1x base salary requirement for our other executive officers.

Limited Perquisites. We provide only limited perquisites or other personal benefits to our executive officers, such as a 401(k) plan matching contribution and Company-paid annual physicals.

No Tax Reimbursements. We do not provide any tax reimbursement payments on any perquisites or other personal benefits or on any severance or change-in-control payments or benefits.

Hedging and Pledging Prohibited. We prohibit our executive officers and the non-employee members of our Board from hedging or pledging our securities.

No Defined Benefit Pension. We do not currently offer, nor do we have plans to provide, pension arrangements. At this time, we maintain a defined contribution plan that is intended to satisfy the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code (the “Code”), which is available to our executive officers on the same basis as our other full-time, salaried U.S. employees.

Clawback Policy. We maintain a clawback policy that applies to our executive officers and allows us to recover cash and equity incentive compensation in the event of a financial restatement.

2023 Say-on-Pay Vote

    We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our named executive officers (a “say-on-pay proposal”). Each year, the Compensation Committee considers the say-on-pay vote results from the prior Annual Meeting of Stockholders in its evaluation of the compensation program for our named executive officers. At our 2023 Annual Meeting of Stockholders, approximately 97% of the votes cast were voted in favor of
15


our say-on-pay proposal, which we believe affirms our stockholders’ support of our executive compensation program. In addition, at our 2023 Annual Meeting of Stockholders, our stockholders had the opportunity to cast an advisory vote on the frequency of our say-on-pay proposals, and the majority of our stockholders recommended holding such votes on an annual basis. Our Board considered the outcome of this advisory vote and determined that the Company will hold an annual say-on-pay vote. Our next say-on-pay vote will occur at this 2024 Annual Meeting of Stockholders.

During 2023, our management team met with the majority of our top 20 stockholders who collectively own over 85% of the outstanding shares of the Company, along with a number of other stockholders and potential stockholders. Engagement with our stockholders is important and during such engagement we have discussed numerous relevant topics at the forefront of companies today. These discussions covered topics such as financial performance, executive compensation, and the long-term strategy of the Company. We listened carefully to the views of the stockholders and continue to believe that our compensation program for our named executive officers is aligned with the expectations of the stockholders and investors.

How We Determine Executive Compensation

Compensation Philosophy and Objectives

Our executive compensation program is designed to align our named executive officers’ interests with those of our stockholders by establishing a direct and meaningful link between our business financial results and their compensation. In determining total compensation of our named executive officers, the Compensation Committee has worked with its compensation consultant, as described in greater detail below in “Engagement of Compensation Consultant,” to implement compensation policies based on the following factors:

the overall business and financial performance of the Company;
the individual’s performance, experience and skills;
the terms of employment agreements or other arrangements with the individual;
competitive market data for similar positions based on the Company’s compensation peer group with a focus on performance-based incentive compensation instead of fixed base salaries; and
results from the prior year’s stockholder advisory vote on the compensation of our named executive officers.

The main objectives of our executive compensation program are to:

provide competitive total pay opportunities that help attract, incentivize and retain leadership and key talent while focusing on performance-based incentive cash and equity-based compensation;
establish a direct and meaningful link between business financial results, individual/team performance and rewards;
provide strong incentives to promote the profitability and growth of the Company, create long-term stockholder value and incentivize superior performance; and
encourage the continued attention and dedication of our executives and provide reasonable individual security to enable our executives to focus on our best interests.

    In making compensation decisions, the Compensation Committee believes that a critical factor in ensuring the Company’s ability to attract, retain and motivate its executive officers is ensuring that their compensation is competitive with companies that it considers to be competitors. In determining the appropriate level and form of compensation, the Compensation Committee periodically reviews market data relating to the cash and equity compensation of similarly-sized medical device and life sciences companies that is provided by its compensation consultant, as described in greater detail below in “Engagement of Compensation Consultant.”

Engagement of Compensation Consultant

The Compensation Committee conducts an annual review and approval of our compensation strategy, including the review and approval of our compensation peer group. Since 2007, our Compensation Committee has engaged Compensia, a national compensation consulting firm, to assist in reviewing and making appropriate changes to our executive compensation guiding principles, to review and update our compensation peer group when appropriate, to evaluate the competitiveness of our executive officers' compensation, and to assist it in the course of its deliberations concerning executive compensation decisions. Compensia serves at the discretion of the Compensation Committee.

For 2023, our peer group remained primarily unchanged from 2022, and included the following peer companies:

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CONMEDHologicPatterson Companies
The Cooper CompaniesInteger HoldingsSotera Health Company
DENTSPLY SIRONAIntegra LifeSciences HoldingsSTERIS plc
Envista HoldingsMasimoTeleflex
HaemoneticsNuvasive

This compensation peer group was used by the Compensation Committee during 2023 as a reference for understanding the competitive market for executive positions in our industry sector. The market data used for the Compensation Committee’s comparative analysis was drawn from publicly-available sources for the companies in the compensation peer group. The peer group consists of companies in the publicly-held health care equipment and supply sectors that generally met the following characteristics: positive revenue growth, annual revenues of approximately 0.5-3.0 times our revenues and aggregate market values of approximately 0.5-4.0 times our aggregate market value. We believe these characteristics are relevant because their similarity captures the similarity in the labor market for executives.
    
Elements of Compensation
    
In setting compensation levels for our executive officers, the Compensation Committee considers each element of compensation separately as well as the aggregate value of all elements of compensation for each individual. Amounts realized or realizable from awards under prior bonus or incentive plans, including stock options, do not significantly influence the pay setting process of current compensation levels. The significant compensation components are base salary, annual cash bonuses and equity awards; we also provide severance and change in control payments and benefits. Further, our focus on performance-based incentive cash and equity-based compensation is critical to the retention to our named executive officers, as the Company’s compensation philosophy has kept base salaries lower than the median of our peers and our named executive officers' compensation opportunity has come from performance-based incentive compensation. This underlying philosophy aligns the compensation of our executive officers with long-term shareholder value.

    While the Compensation Committee does not use specific target percentiles to justify compensation decisions, it does consider competitive market data in the course of its deliberations. The Compensation Committee believes that such information is useful in at least two respects. First, the Compensation Committee recognizes that our compensation levels must be competitive to attract, motivate, and retain superior executive talent. Second, the Compensation Committee believes that developing a general understanding of the compensation provided to the executives at our peer companies is useful in assessing the reasonableness and appropriateness of individual executive compensation elements.

    Accordingly, the Compensation Committee considers an analysis of the compensation practices of the companies in the compensation peer group, as well as evolving market practices, to ensure that it remains informed of current practices when making compensation decisions. This information is one of several factors, including the factors that are described above in the “Compensation Philosophy and Objectives” section, that the Compensation Committee considers in making its decisions with respect to the compensation of our executive officers.
    
Base Salaries

    The Compensation Committee initially established the base salaries with our named executive officers as the result of an arms-length negotiation with each individual.

    Base salaries in 2023 remained the same as those in 2022. The following table presents each named executive officer's annual base salary for 2023:
NamePosition2023 Annual Base Salary
Vivek JainChief Executive Officer/ Chairman of the Board$775,000 
Brian BonnellChief Financial Officer and Treasurer$475,000 
Christian VoigtlanderChief Operating Officer$500,000 
Daniel WoolsonCorporate Vice President, General Manager - Infusion Systems$375,000 
Virginia Sanzone Corporate Vice President, General Counsel$430,000 
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Annual Cash Incentives

Overview

    Pursuant to the terms of our Management Incentive Plan (“MIP”), the Compensation Committee sets target bonus opportunities and selects financial measures and related target levels for each year. Cash bonuses under the MIP are based on corporate and individual performance measures for the applicable year and, at the discretion of the Compensation Committee, may be further adjusted.

    The following table presents the 2023 target bonus opportunities and the eligible MIP range (threshold and maximum) for each named executive officer, which were unchanged from 2022.
NameThreshold Bonus (% of Target Bonus)
Target Bonus (% of 2023 Base Salary)Stretch Bonus (% of Target Bonus)
Vivek Jain50%100%150%
Brian Bonnell50%60%150%
Christian Voigtlander50%60%150%
Daniel Woolson50%60%150%
Virginia Sanzone50%60%150%

For 2023, payout under the MIP for our named executive officers and all other employees who participate in the MIP was based on the Company’s achievement of pre-established Adjusted EBITDA and Free Cash Flow ("FCF") goals, each weighted 50%. The Compensation Committee determined to use Adjusted EBITDA as a short-term performance measure under our 2023 MIP because it believes Adjusted EBITDA is a positive indicator of our operating results and increased stockholder value and aligns the executive officer's compensation with a key financial target. The Compensation Committee also determined to use FCF as a short-term performance measure under our 2023 MIP in order to reward executives for efficient deployment and utilization of capital and aligns the executive officer's compensation with a key company objective. For purposes of the 2023 MIP, “Adjusted EBITDA” means net income adjusted for net interest, stock compensation expense, depreciation expense, intangible asset amortization expense, restructuring, strategic transaction and integration expense, change in fair value of contingent earn-out, quality system and product-related remediation charges, gain on disposition of assets, asset write-offs and similar charges and income tax expense, as further described in Annex A to this proxy statement. For purposes of the 2023 MIP, “FCF” means net cash provided by (used in) operating activities minus purchase of property, plant and equipment, plus proceeds from sale of assets, as shown in Annex A to this proxy statement. However, each payout under the MIP may be further adjusted at the discretion of the Compensation Committee based on individual performance factors.

Plan Funding Percentages
    
    Based on a review of current economic conditions, the Compensation Committee set the following Adjusted EBITDA and FCF performance goals (each weighted 50%) under the 2023 MIP:
Threshold GoalTarget GoalStretch Goal
Adjusted EBITDA Performance for Executive Plan (in millions)$375$400$425
Free Cash Flow (in Millions)$50$100$150
MIP % Payout50%100%150%

Performance Against the Plan Targets

Based on the Company's actual Adjusted EBITDA and FCF performance of $376.1 million and $83.8 million for 2023, respectively, the cash incentive payouts under the 2023 MIP were earned at 60%. However, based on a review of each named executive officer's individual performance and contributions to the Company for 2023 with consideration given for work performed in 2023, the Compensation Committee determined that each of the CFO, CVP GC and Mr. Woolson earned cash incentive payouts at approximately 68% of target, while the payouts for the CEO and COO were not adjusted and remained at 60% of target. Specifically, the Compensation Committee considered the named executive officers' contribution toward the continued integration of the Smiths Medical acquisition and the extensive demands on this team during the year. The
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integration of Smiths Medical has been demanding across the Company and this team since 2022 from improving the customer experience for legacy Smiths Medical customers, meeting the needs of the various regulatory bodies and doubling the employee population. Further, this team has led the Company in achieving (i) significant progress during 2023 relating to the supply chain and quality in the Smiths Medical legacy business and (ii) better than expected synergy capture during 2023.

The following table presents the possible threshold, target and stretch bonus payouts for the 2023 MIP, as well as the actual amounts paid under the MIP for each named executive officer for 2023.
NameSalaryPotential Threshold BonusPotential Target BonusPotential Maximum BonusActual Bonus PaidActual Bonus Paid % of Target Bonus
Vivek Jain$775,000 $387,500 $775,000 $1,162,500 $465,000 60 %
Brian Bonnell$475,000 $142,500 $285,000 $427,500 $194,085 68 %
Christian Voigtlander$500,000 $150,000 $300,000 $450,000 $180,000 60 %
Daniel Woolson$375,000 $112,500 $225,000 $337,500 $152,550 68 %
Virginia Sanzone$430,000 $129,000 $258,000 $387,000 $175,698 68 %

Equity Awards

    We grant equity awards to our executive officers to align their interests with the interests of our stockholders and to help achieve our retention objectives. The use of equity awards further promotes our efforts to encourage the profitability and growth of the Company through the establishment of strong incentives to maintain our stock performance.

2023 Equity Awards

    In March 2023, the Compensation Committee continued to approve the grants of PRSUs in lieu of granting stock options to our named executive officers. This decision was based, in part, on the Compensation Committee's continued belief that PRSUs drive performance on specific financial metrics that will translate into long-term stockholder value creation. In 2023, for our CEO, COO, CFO and CVP, GC we believe a combination of performance and time-based RSUs effectively balance pay-for-performance and retention objectives. Mr. Woolson was awarded multi-year PRSUs that vest based on the achievement of individual performance goals.

The below table presents the dollar values of the RSUs and the PRSUs ( at target) approved by the Compensation Committee for each named executive officer during the annual grant process in March.

NameTime-based RSUs Value ($)Performance-based RSUs Target Value ($)
Vivek Jain2,250,000 2,250,000 
Brian Bonnell1,500,000 1,500,000 
Christian Voigtlander1,500,000 1,500,000 
Dan Woolson— 1,350,000 
Virginia Sanzone750,000 750,000 
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These equity award values above were used to determine the number of shares to be issued to each named executive officer. The equity awards approved by our Compensation Committee in March 2023 were subject to shareholder approval of additional shares available for issuance under our Amended and Restated 2011 Stock Incentive Plan at the May 17, 2023 Annual Meeting of Stockholders. As such, the grant of the equity awards was effective on May 17, 2023 and the related grant-date fair value was calculated based on this date.

The following table presents the shares issued and related fair market values of the equity awards to our named executive officers for 2023:

NameTime-Based RSUs (#)
Time-Based RSUs Grant-Date Fair Value ($)(1)
PRSUs (#)(2)
PRSUs Grant-Date Fair Value ($)(1)
Vivek Jain14,615 2,777,142 14,616 2,777,332 
Brian Bonnell9,743 1,851,365 9,744 1,851,555 
Christian Voigtlander9,743 1,851,365 9,744 1,851,555 
Daniel Woolson— — 8,770 1,666,475 
Virginia Sanzone4,872 925,777 4,872 925,777 
____________________________
(1) Reflects the grant-date fair value of the time-based RSUs and PRSUs (at target).
(2) Number of units shown for CEO, COO, CFO and CVP, GC represents the total award to be earned (at target) at the end of a three-year performance period and for Mr. Woolson the total award to be earned (at target) over three annual performance periods.

Consistent with our overall pay philosophy, our Compensation Committee determined the size of the 2023 equity awards so that the target total direct compensation of the named executive officers fell in the competitive market range, as appropriate, after considering factors such as Company and individual performance, experience, longevity with the Company, internal pay parity considerations and unique requirements of the position.

    The RSU and PRSU awards granted to the named executive officers in 2023 were subject to the following provisions:

For the CEO, COO, CFO and CVP, GC the PRSUs have a three-year performance period commencing January 1, 2023 and ending on December 31, 2025. Between 0% and 250% of the target PRSUs will be eligible to vest based upon the achievement of minimum pre-established three-year adjusted revenue and three-year Adjusted EBITDA compound annual growth rates (each weighted 50%) over the performance period. The performance targets shall be included when the performance is actually determined after the close of the performance period given the sensitive nature of the information for the Company.

These performance targets were selected as long-term performance measures as they align future payout under the long-term plan with sustained adjusted revenue and adjusted EBITDA performance. Shares of our Common Stock subject to the PRSUs that are earned will vest in full on March 15, 2026, subject to the executive officer’s continued service through such vesting date. Any unearned PRSUs as of March 15, 2026 shall be forfeited automatically on such date.

For Mr. Woolson, the PRSUs will vest as to one-third of the total number of PRSUs underlying the award on the first, second and third anniversaries of March 15, 2023 subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to the applicable year and continued service through such vesting date. If Mr. Woolson does not meet his pre-established individual performance goals, the unvested PRSUs roll over and become eligible to vest on the following vesting date for the award. Any unearned PRSUs as of March 15, 2026 will be forfeited automatically on such date.

The time-based RSUs granted to our named executive officers vest in equal annual increments over a three-year period from the date of grant, subject to continued service through each vesting date.

We do not pay or accrue dividend equivalents on any RSU or PRSU awards.

Vesting of Equity Awards Granted

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In 2020 and 2021, the named executive officers, other than the CEO, COO, and CFO, and in 2023, Mr. Woolson were granted PRSUs that vest as to one-third of the total number of PRSUs underlying the award on the first, second and third anniversaries of the applicable grant date, subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to the applicable year and continued service through such vesting date. On February 9, 2024, the CEO and Compensation Committee determined that the 2023 individual performance goals had been met for all of the named executive officers, and therefore one-third of the total number of 2020, 2021 and, for Mr. Woolson, 2023 PRSUs vested on the anniversary dates of the respective awards.

In 2021, we granted PRSUs to our CEO, COO and CFO, which had a performance period commencing on January 1, 2021 and ending on December 31, 2023 and would be earned, if at all, subject to the achievement of minimum three-year adjusted revenue compound annual growth rate (CAGR) and two-year Adjusted Diluted EPS CAGR, which when reviewed against a predetermined vesting matrix (as shown below) could result in the vesting of 0% to 250% of the target number of PRSUs, subject to continued service through the vesting date of March 6, 2024. "Adjusted revenue" means revenue excluding contract manufacturing revenue to Pfizer.
3-Year Adjusted Revenue CAGR (Base Year = 2020 Actual Results)
1%2%3%4%5%
2-Year EPS CAGR (Base Year = 2021 Annual Operating Plan )0%0.0x0.25x0.5x0.75x1.0x
3%0.25x0.5x0.75x1.0x1.25x
6%0.5x0.75x1.0x1.25x1.75x
9%0.75x1.0x1.25x1.75x2.25x
12%1.0x1.25x1.75x2.25x2.5x

Based on the Company's actual three-year adjusted revenue CAGR and two-year Adjusted Diluted EPS CAGR for the relevant performance period ending on December 31, 2023 of over 5% and 1.18%, respectively, the 2021 PRSUs were earned at 1.1x target.

In 2022, we granted PRSUs to our named executive officers which had a performance period commencing on January 1, 2022 and ending on December 31, 2023 and would be earned, it at all, subject to the achievement of net synergy savings targets related to the Smiths Medical acquisition achieved during the performance period, which when reviewed against the predetermined targets (shown below) could result in the vesting of 0% to 200% of the target number of PRSUs, subject to continued service of the vesting date of March 7, 2024. Based on the Company's actual net synergies achieved over the performance period of $52 million, the 2022 PRSUs were earned at 200% of target.

"Net Synergy Savings" TargetVesting Percentage
Less than $25,000,000— %
$35,000,000100 %
$45,000,000 or over200 %

Severance and Change in Control Payments and Benefits

Severance and Change in Control Arrangements with our Named Executive Officers

We have entered into an amended and restated employment agreement with our CEO that provides for severance and change in control benefits, and maintain a Severance Plan, in which the remaining named executive officers participate. These arrangements provide for severance payment and benefits upon a qualifying termination of employment, both outside and in the change in control context, as described in greater detail below in “Potential Payments upon Termination or Change in Control.” We believe that these payments and benefits are essential for us to fulfill our objective of attracting and retaining key managerial talent.

Equity Plan

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    In addition, under our Amended and Restated 2011 Stock Incentive Plan, equity awards granted to the named executive officers will accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control). If PRSUs are assumed or replaced then they will be deemed earned in accordance with the award agreement and will remain outstanding and eligible to vest on the same vesting schedule, subject to the grantee’s continued service.

Health and Welfare Benefits; Perquisites
    
All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans. The Company does not provide pension or other post-retirement benefits, other than matching contributions under the Company’s 401(k) retirement plan. The Company does not provide perquisites or other personal benefits to our executive officers.

Stock Ownership Guidelines     

    We maintain established stock ownership guidelines for our CEO and the non-employee members of our Board discussed below in “Compensation of Directors.” Our CEO has up to five years from the time of appointment to acquire and retain shares of our Common Stock that equal or exceed five times his annual base salary pursuant to the terms of such guidelines. We also maintain stock ownership guidelines for our remaining executive officers pursuant to the terms of such guidelines. These executive officers have up to five years to acquire and retain shares of our Common Stock that equal the annual base salary of the executive officer. Shares beneficially owned by our CEO, our other executive officers, directly or indirectly, such as shares held by an immediate family member living in the same household or shares in a trust, and vested restricted shares and shares represented by vested RSUs, count toward meeting the stock ownership guidelines. All of our executive officers who have met the five year mark are in compliance with the stock ownership guidelines.

Anti-Pledging / Hedging Policies

All executive officers and non-employee members of our Board are prohibited from engaging in any speculative transactions in Company securities, including share pledging, engaging in short sales, engaging in transactions in put options, call options or other derivative securities, or engaging in any other forms of hedging transactions.

Clawback Policy

We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and NASDAQ Listing Rules implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).

Tax and Accounting Considerations

Section 280G of the Code

    Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment.

    Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, and will include the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.
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Accounting Considerations

    ASC Topic 718, Compensation-Stock Compensation, or ASC Topic 718, requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options and RSUs under our equity incentive award plans are accounted for under ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

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Summary Compensation Table

The following table shows all compensation awarded to, earned by or paid to each of our principal executive officer, principal financial officer, and the next three most highly compensated executive officers in 2023. “Non-equity incentive plan compensation” and “bonus” amounts in the table below are included in the year earned rather than the year actually paid; a portion of certain amounts may be paid in the year following the year earned.

Name and principal positionYear Salary ($) Bonus ($)(1)Stock Awards ($) (2) Non-equity incentive plan compensation ($)(3) All other compensation ($) (4) Total ($)
Vivek Jain, Chairman of the Board and Chief Executive Officer2023775,000 — 5,554,475 465,000 16,500 6,810,975 
2022755,769 387,500 4,500,075 — 13,725 5,657,069 
2021650,000 — 3,757,858 650,000 13,500 5,071,358 
Brian Bonnell, Chief Financial Officer2023475,000 23,085 3,702,920 171,000 16,500 4,388,505 
2022462,692 142,500 3,000,206 — 13,725 3,619,123 
2021395,000 — 3,288,295 237,000 13,500 3,933,795 
Christian Voigtlander, Chief Operating Officer2023500,000 — 3,702,920 180,000 16,500 4,399,420 
2022487,692 150,000 3,000,206 — 13,725 3,651,623 
2021420,000 — 3,288,295 252,000 13,500 3,973,795 
Dan Woolson, Corporate Vice President, General Manager - Infusion Systems2023375,000 17,550 1,666,475 135,000 16,500 2,210,525 
2022363,462 112,500 1,350,233 — 13,725 1,839,920 
2021300,000 — 1,200,183 180,000 13,500 1,693,683 
Virginia Sanzone, Corporate Vice President, General Counsel2023430,000 20,898 1,851,555 154,800 16,500 2,473,753 
2022410,000 129,000 1,500,102 — 13,725 2,052,827 
2021300,000 30,000 1,350,107 180,000 13,500 1,873,607 
____________________________
(1)    The amounts for all named executive officers represent the discretionary cash bonuses earned by the named executive officers for fiscal years 2023, 2022 and 2021 under our MIP.

(2)    Consistent with our historical timing for annual equity grants, on March 8, 2023, our Compensation Committee approved the value of the 2023 equity awards for all eligible employees of the Company, including our named executive officers, whose equity award values are disclosed in the table below. The number of equity award shares issued to all employees, including our named executive officers, was determined based on the closing stock price of $156.17 on March 8, 2023. However, the grants for our named executive officers were subject to shareholder approval of additional shares available for issuance under our Amended and Restated 2011 Stock Incentive Plan at the May 17, 2023 Annual Meeting of Stockholders and was approved at the meeting. As a result, the stock award values reflected in the Summary Compensation Table above are calculated using the closing stock price on May 17, 2023 of $190.02 in accordance with ASC Topic 718. The difference between the stock award values in the table below and the Summary Compensation Table above reflects the change in the stock price between the date the number of shares were determined on March 8, 2023 and the actual grant date which occurred on May 17, 2023 when the additional shares available for issuance were approved by the stockholders.

NameTime-based RSUs Value ($)Performance-based RSUs Target Value ($)Total Stock Award
Vivek Jain2,250,000 2,250,000 4,500,000 
Brian Bonnell1,500,000 1,500,000 3,000,000 
Christian Voigtlander1,500,000 1,500,000 3,000,000 
Dan Woolson— 1,350,000 1,350,000 
Virginia Sanzone750,000 750,000 1,500,000 

The grant date fair value of PRSUs is based on the closing stock price on the date of grant and the probable outcome of the applicable performance conditions, which is the target value. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2024. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). The following table presents the grant-date fair values of the 2023 PRSUs (target and maximum) for each named executive officer.
Performance-Based RSUs
NameTarget ($)Maximum ($)
Vivek Jain2,777,332 6,943,330 
Brian Bonnell1,851,555 4,628,888 
Christian Voigtlander1,851,555 4,628,888 
Dan Woolson1,666,475 1,666,475 
Virginia Sanzone925,777 2,314,443 
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(3)     The amounts for all named executive officers represent the cash bonuses earned by the named executive officers for the respective fiscal years based on the achievement of Adjusted EBITDA and, for 2023, FCF goals under our Performance-Based Incentive Plan and MIP.

(4)    Other compensation includes our match on the officer’s 401(k) contributions.


Grants of Plan-Based Awards in 2023

    The following table presents awards in 2023 under the Company’s various incentive award plans.
Estimated Possible Payouts Under non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or UnitsGrant date fair value of stock and option awards ($)(1)
NameGrant DateThreshold
($)
Target
($)
Maximum
($)
Threshold (#)Target (#)Maximum (#)
Vivek Jain
Performance bonus (2)02/16/23387,500 775,000 1,162,500 
Performance RSUs (3)05/17/233,654 14,616 36,540 2,777,332 
RSUs (4)05/17/2314,615 2,777,142 
Brian Bonnell
Performance bonus (2)02/16/23142,500 285,000 427,500 
Performance RSUs (3)05/17/232,436 9,744 24,360 1,851,555 
RSUs (4)05/17/239,743 1,851,365 
Christian Voigtlander
Performance bonus (2)02/16/23150,000 300,000 450,000 
Performance RSUs (3)05/17/232,436 9,744 24,360 1,851,555 
RSUs (4)05/17/239,743 1,851,365 
Daniel Woolson
Performance bonus (2)02/16/23112,500 225,000 337,500 
Performance RSUs (3)05/17/238,770 8,770 8,770 1,666,475 
Virginia Sanzone
Performance bonus (2)02/16/23129,000 258,000 387,000 
Performance RSUs (3)05/17/231,218 4,872 12,180 925,777 
RSUs (4)05/17/234,872 925,777 
____________________________
(1)Amounts represent the grant date fair value of performance-based RSUs and time-based RSUs granted during the period, each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The grant date fair value of performance-based RSUs is based on the closing stock price on the date of grant and the probable outcome of the applicable performance conditions, which is the target value. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2024.
(2)Company performance bonuses are payable under the Performance-Based Incentive Plan and 2023 MIP if certain annual financial performance goals are met or exceeded. The amounts actually earned by our named executive officers from this bonus arrangement in 2023 are reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The material terms of the Performance-Based Incentive Plan are discussed above under the caption “Annual Cash Incentive.”
(3)Performance RSUs are granted under our Amended and Restated 2011 Stock Incentive Plan and, for the named executive officers, other than Mr. Woolson, have a performance period of three years from January 1, 2023 to December 31, 2025. For the named executive officers, the PRSUs will be earned, if at all, upon the achievement of minimum pre-established three-year adjusted revenue and three-year Adjusted EBITDA compound annual growth rates (each weighted 50%) over the performance period. If the Company does not achieve the threshold performance metric, then none of the performance RSUs will be earned and the performance RSUs will be forfeited. The performance shares will vest, if earned, subject to continued service
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through the March 15, 2026 vesting date. For Mr. Woolson, the PRSUs vest on the first, second and third anniversaries of March 15, 2023, subject to continued service through the applicable vesting date and the achievement of pre-established individual performance goals.
(4)Amounts reflect the number of RSUs granted under our Amended and Restated 2011 Stock Incentive Plan and vest ratably on the anniversary of the grant over three years.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table

Executive Employment Agreements

    The Company and Vivek Jain have entered into an Amended and Restated Executive Employment Agreement (the “Agreement”), under which Mr. Jain serves as the Chief Executive Officer of the Company. The Agreement is effective as of March 1, 2022 and will continue until March 1, 2025, unless earlier terminated, and supersedes the employment agreement with Mr. Jain, dated May 8, 2017, as amended. The term of the Agreement is subject to automatic one-year renewal terms unless either the Company or Mr. Jain gives written notice of termination at least 60 days prior to the end of the applicable term.

    The Agreement provides for the following compensation in respect of Mr. Jain’s services as Chief Executive Officer of the Company:

an annual base salary $775,000;

participation in the annual bonus plan of the Company, pursuant to which Mr. Jain’s target bonus opportunity will not be less than 100% of his base salary;

Mr. Jain will be considered for annual equity incentive awards under any applicable plans adopted by the Company during the period of employment for which executives are generally eligible;

up to $10,000 in reimbursed legal fees and expenses incurred in connection with the negotiation of the Agreement; and

certain other benefits and reimbursements.

    The Agreement also provides for certain payments and benefits upon a qualifying termination of employment or upon a change in control, as described under “Potential Payments upon Termination or Change in Control” below.


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Outstanding Equity Awards at December 31, 2023

The following table contains information about stock and option awards held at December 31, 2023, by our named executive officers. Stock awards and options were granted pursuant to our Amended and Restated 2011 Stock Incentive Plan.
Option AwardsStock Awards
NameNumber
of
Securities
Underlying Unexercised
Options
(#)
Exercisable
Number
of
Securities
Underlying Unexercised
Options
(#)
Unexercisable
Option Exercise Price
($)
Option Expiration DateNumber
of Shares
or Units
of Stock
That Have
Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
Vivek Jain11,607 — $58.79 02/24/24
134,759 — $58.79 02/24/24
61,373 — $88.76 02/11/25
2,525 $251,844 (1)
6,436 $641,927 (2)
14,615 $1,457,700 (3)
7,574 $775,431 (4)
19,306 $1,925,580 (5)
3,654 $364,450 (6)
Brian Bonnell2,210 $220,425 (1)
4,291 $427,984 (2)
9,743 $971,767 (3)
6,627 $660,997 (4)
12,872 $1,283,853 (5)
2,436 $242,967 (6)
Christian Voigtlander66,667 — $96.83 06/04/25
2,210 $220,425 (1)
4,291 $427,984 (2)
9,743 $971,767 (3)
6,627 $660,997 (4)
12,872 $1,283,853 (5)
2,436 $242,967 (6)
Daniel Woolson1,932 $192,698 (2)
5,792 $577,694 (5)
2,020 $201,475 (7)
2,923 $291,540 (8)5,847 $583,180 (8)
Virginia Sanzone2,146 $214,042 (2)
4,872 $485,933 (3)
6,436 $641,927 (5)
2,273 $226,709 (7)
1,218 $121,483 (6)
___________________________
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(1)RSU award granted on 03/08/2021 and vests one-third annually. Market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74.
(2)RSU award granted on 03/07/2022 and vests one-third annually. Market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74.
(3)RSU award granted on 05/17/2023 and vests one-third annually. Market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74.
(4)Performance RSUs granted on 03/08/2021 vested on March 8, 2024, subject to continuous service through such date. The performance period for the 2021 PRSUs ended on December 31, 2023. The PRSUs were awarded with a potential to earn up to a 250% maximum upon the achievement of a minimum pre-established three-year cumulative adjusted revenue compound annual growth rate and two-year Adjusted Diluted EPS compound annual growth rate (each weighted 50%) over a three-year performance period ending on December 31, 2023. Based on the actual results of the Company over the performance period, the shares were earned at 1.1x the target number of shares awarded. Market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74.
(5)Performance RSUs granted on 03/07/2022 vested on March 7, 2024, subject to continuous service through such date. The performance period for the PRSUs ended on December 31, 2023. The PRSUs were awarded with a potential to earn up to a 200% maximum upon the achievement of net synergy savings achieved by the Company from January 1, 2022 through December 31, 2023 related to the Smiths Medical transaction. Based on the actual results of the Company over the performance period, the shares were earned at 200% of the target number of shares awarded. Market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74.
(6)Performance RSUs granted on 05/17/2023 will vest, if at all, up to a 250% maximum upon the achievement of a minimum pre-established three-year cumulative adjusted revenue growth rate and cumulative Adjusted EBITDA compound annual growth rate (each weighted 50%) over a three-year performance period ending on December 31, 2025. If the Company does not achieve the threshold performance metric, zero shares will be earned and the performance RSUs will be forfeited. Shares of our Common Stock subject to the performance RSUs that are earned will vest in full on March 15, 2026, subject to continued service on such date. Unearned shares and market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74 and assumes the threshold achievement level was reached. In calculating the number of performance shares and their value, we are required by SEC rules to compare the Company’s performance through 2023 under each outstanding performance award against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts.
(7)Performance RSUs granted on 03/08/2021 vested in thirds on March 8th on each of 2022, 2023 and 2024, subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to each applicable year and continued service through such vesting date. If the Compensation Committee determines that the named executive officers' individual performance goals have not been met then zero shares will be earned and the performance RSUs will remain outstanding and eligible to vest at the subsequent vesting dates with forfeiture at the final vesting date if the performance requirements were never met. Unearned shares and market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74 and assumes the maximum achievement level was reached.
(8)Performance RSUs granted on 05/17/2023 shall vest in thirds on March 15th on each of 2024, 2025 and 2026, subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to each applicable year and continued service through such vesting date. If the Compensation Committee determines that the named executive officers' individual performance goals have not been met then zero shares will be earned and the performance RSUs will remain outstanding and eligible to vest at the subsequent vesting dates with forfeiture at the final vesting date if the performance requirements were never met. Unearned shares and market value is determined based on the closing price of our stock at December 29, 2023 (the last trading day of the year) of $99.74 and assumes the maximum achievement level was reached.


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Options Exercised and Stock Vested

The following table contains information about stock options exercised and vesting of RSUs during 2023 by the named executive officers of the Company.
Option awardsStock Awards
NameGrant TypeNumber of shares acquired on exercise (#)
 Value realized on exercise(1) ($)
Number of shares acquired on vesting (#)
 Value realized on vesting(2) ($)
Vivek JainOption60,000 $7,533,405 
PRSU9,994 $1,611,533 
RSU7,516 $1,186,964 
Brian BonnellPRSU8,745 $1,410,131 
RSU5,905 $932,851 
Christian VoigtlanderPRSU8,745 $1,410,131 
RSU5,905 $932,851 
Daniel WoolsonPRSU3,437 $543,955 
RSU965 $151,959 
Virginia SanzonePRSU3,867 $612,012 
RSU1,072 $168,808 
____________________________
(1)Represents the difference between the fair market value of our stock underlying the options at exercise and the exercise price of the option.
(2)Represents the amounts realized based on the fair market value of our stock on the vesting date.

Potential Payments upon Termination or Change in Control

    Amended and Restated Employment Agreement with Mr. Jain

    In the event that Mr. Jain’s employment terminates as a result termination by the Company without “cause”, by Mr. Jain for “good reason”, by reason of a non-renewal of the term by the Company and Mr. Jain is willing and able, at the time of such non-renewal, to continue performing services under the Agreement, or due to “disability” or death, he will receive, subject to delivery and non-revocation of a general release of claims in favor of the Company:

if such termination occurs not in connection with or following a change in control, (i) a lump sum payment in cash equal to one and a half times the sum of (x) his base salary and (y) target bonus for the year of termination; and (ii) full vesting of the shares subject to any then-outstanding Company equity-based awards (with all performance goals or other vesting criteria deemed to be achieved at 100%) granted to Mr. Jain between January 1, 2020 to December 31, 2021;

if such termination occurs during the period beginning on and including 60 days prior to a change in control and ending on and including the two-year anniversary of the date of a change in control, a lump sum payment in cash equal to (i) two times the sum of (x) his base salary and (y) target bonus for the year of termination; and (ii) full vesting of the shares subject to any then-outstanding Company time-based equity-based awards and each other equity award granted to Mr. Jain between January 1, 2020 and December 31, 2021, (with all performance goals or other vesting criteria deemed to be achieved at 100%);

Company-paid healthcare continuation coverage for Mr. Jain and his dependents for up to eighteen months after the termination date;

a pro-rated lump-sum cash performance bonus for the year of termination, calculated based on the achievement of applicable performance goals or objectives for the year of termination; and

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extension of the exercise period for all of Mr. Jain’s outstanding Company stock options, to the extent vested, for a period of three years following the termination date, but in no event later the ten year term/expiration date of the applicable option.

    In addition, in the event that any of the payments or benefits under the Agreement or otherwise would become subject to excise taxes imposed by Section 4999 of the Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for Mr. Jain.
    
    Severance Plan

We adopted the Severance Plan for our named executive officers, other than the CEO. Under the Severance Plan, in the event of a termination of employment by the Company without “cause” or by the named executive officer for “good reason” (each, as defined in the Severance Plan), in either case outside the change in control context, the named executive officer will be eligible to receive:

a lump-sum cash payment in an amount equal to 12 months’ salary;
Company-paid COBRA premium payments for the named executive officer and the named executive officer’s covered dependents for up to 12 months; and
a pro-rated lump-sum cash performance bonus, calculated based on the achievement of applicable performance goals or objectives for the year of termination.

In the event of a termination of employment by the Company without “cause” or by the named executive officer for “good reason”, in either case, within the period beginning 60 days prior to a “change in control” (as defined in the Severance Plan) and ending on the one-year anniversary of such change in control, the Severance Plan provides that the named executive officer will be eligible to receive:

a lump-sum cash payment in an amount equal to 18 months’ salary, plus 150% of the named executive officer’s target annual cash performance bonus for the year of termination;
Company-paid COBRA premium payments for the named executive officer and the named executive officer’s covered dependents for up to 18 months;
a pro-rated lump-sum cash performance bonus, calculated based on the achievement of applicable performance goals or objectives for the year of termination; and
full accelerated vesting of each outstanding time-based equity award held by the named executive officer as of his or her termination date.

The named executive officer’s right to receive the severance payments and benefits described above is subject to his or her delivery and non-revocation of a general release of claims in favor of the Company, and his or her continued compliance with non-solicitation covenants.

    In addition, in the event that any payment under the Severance Plan, together with any other amounts paid to the named executive officer by the Company, would subject the named executive officer to an excise tax under Section 4999 of the Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the named executive officer.

    Equity Plan

    Under our Amended and Restated 2011 Stock Incentive Plan, all equity awards granted to our named executive officers under the plan will only accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control).

    Definitions

    For the purposes of the arrangements in place in 2021 (e.g., Mr. Jain's employment agreement, the Amended and Restated 2011 Stock Incentive Plan and the Severance Plan), a change in control generally means the following:

30


the acquisition by an individual, entity or group of beneficial ownership of 50% or more of either the outstanding Common Stock or voting securities of the Company; or a change in the composition of the majority of the Board, which is not supported by a majority of the current Board; or
a major corporate transaction, such as a reorganization, merger or consolidation or sale or disposition of all or substantially all of the Company’s assets (unless certain conditions are met); or
approval of the stockholders of the Company of a complete liquidation or dissolution of the Company.
    
    For the purposes of Mr. Jain's employment agreement, cause generally means the following:

his gross neglect and willful and repeated failure to substantially perform his assigned duties, which failure is not cured within 30 days after a written demand for substantial performance is received by him from the Board which identifies the manner in which the Board believes he has not substantially performed his duties; or
his engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or
his conviction of, or plea of no contest to, a felony or a crime involving fraud, embezzlement, or theft; or
his improper and willful disclosure of the Company’s confidential or proprietary information where such disclosure causes (or should reasonably be expected to cause) significant harm to the Company.
    
    For the purposes of the Severance Plan, cause generally means the following:

the employee’s intentional, willful and continuous failure to substantially perform his or her reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the employee gives notice of termination for good reason), which failure is materially and demonstrably injurious to the Company, and which failure is not cured within 30 days after a written demand for substantial performance and is received by the employee from the Board which specifically identifies the manner in which the Board believes the employee has not substantially performed the employee’s duties; or
the employee’s intentional and willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or is intended to result in substantial personal enrichment; or
the employee’s conviction for a felony or the employee’s plea of nolo contendere in connection with a felony indictment.

    For the purposes of Mr. Jain's employment agreement, good reason generally means the following and occurs without the employee's written consent and is not due to a circumstance applied by the Company to a group of similarly situated employees:

any material diminution in his duties, responsibilities or authority; or
a material reduction in his annual base salary; or
a requirement that he reports to a corporate officer or employee instead of reporting directly to the Board; or
a material change in the location that he performs his principal duties, resulting in a material increase in the daily commuting distance; or
a material breach by the Company.

    For the purposes of the Severance Plan, good reason generally means the following and occurs without the employee's written consent and is not due to a circumstance applied by the Company to a group of similarly situated employees:
    
any significant diminution in the employee’s duties, responsibilities or authority; or
a material reduction in the employee’s annual base salary; or
a material change in the location the employee performs their principal duties, resulting in a material increase in the daily commuting distance.
    
    The following table summarizes the payments and benefits that would have been made if the employment of a named executive officer had been terminated without cause by the Company or for good reason by the named executive officer (or, with respect to Mr. Jain, upon a non-renewal of the term by the Company and Mr. Jain is willing and able, at the time of such non-renewal, to continue performing services under the Agreement or his death or disability) in connection with a change in control of the Company on December 31, 2023:
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Change in Control Termination
Vivek
Jain
Brian BonnellChristian VoigtlanderDaniel WoolsonVirginia Sanzone
Number of PRSU/RSUs that would accelerate80,446 55,894 55,894 18,514 25,471 
Intrinsic value of accelerated equity awards$8,023,684 $5,574,868 $5,574,868 $1,846,587 $2,540,477 
Salary$1,550,000 $712,500 $750,000 $562,500 $645,000 
Bonus$2,015,000 $621,585 $630,000 $490,050 $562,698 
Benefits$36,298 $36,459 $36,459 $36,459 $44,856 
Total$11,624,982 $6,945,412 $6,991,327 $2,935,596 $3,793,031 


    The following table summarizes the payments and benefits that would have been made if the employment of a named executive officer had been terminated without cause by the Company or for good reason by the named executive officer (or, with respect to Mr. Jain, upon his death or disability) on December 31, 2023 and not in connection with a change in control:
Termination not in Connection with a Change in Control
Vivek
Jain
Brian BonnellChristian VoigtlanderDaniel WoolsonVirginia Sanzone
Number of PRSU/RSUs that would accelerate10,099 
Intrinsic value of accelerated equity awards$1,007,274 
Salary$1,162,500 $475,000 $500,000 $375,000 $430,000 
Bonus$1,627,500 $194,085 $180,000 $152,550 $175,698 
Benefits$36,298 $24,306 $24,306 $24,306 $29,904 
Total$3,833,572 $693,391 $704,306 $551,856 $635,602 

    At December 31, 2023, there would be no payments made to any of our named executive officers upon a change in control with no termination of employment.



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Director Compensation

In 2023, our non-employee directors received an annual cash retainer paid on a quarterly basis as follows:
BoardLead DirectorAudit CommitteeCompensation CommitteeNominating/Corporate Governance Committee
Annual Retainer - chairperson— $98,500 $102,000 $92,500 $85,000 
Annual Retainer - member$75,000 — — — 

In 2023, our non-employee directors also received equity awards of RSUs valued at approximately $180,000. As a result, in May 2023, each non-employee director received 948 RSUs which fully vest on the earlier to occur of (i) the first anniversary of the grant date and (ii) the date of the next annual meeting following the grant date, subject to such director’s continued service through the applicable vesting date..

    While Dr. Lopez remains a member of the Board, Dr. Lopez has waived any annual retainer, meeting fees and equity payments made to non-employee members of the Board for their service. Dr. Lopez formerly served as an employee in our Research and Development Department, and terminated his employment with us effective September 30, 2015.

Pursuant to the Shareholder's Agreement between the Company and Smiths Group International Holdings Limited (“Smiths Group") a wholly owned subsidiary of Smiths Group plc., Smiths Group has the right to designate one individual for election to the Board so long as Smiths Group beneficially owns at least 5% of the total outstanding shares of Company Common Stock. Such Smiths Group designated director nominee will not be compensated for his or her service on the Board. In 2023, Mr. Seeger was the Smiths Group designated director nominee and on February 28, 2024, Mr. Seeger resigned as a member of our Board.

    The following table shows all compensation awarded to, earned by or paid to our non-employee directors for service as a director in 2023.

2023 Director Compensation Table        


Name (1)

Fees earned or
paid in cash ($)
Stock awards ($) (2)


Total ($)
George A. Lopez, M.D.$— $— $— 
David C. Greenberg$116,000 $180,139 $296,139 
Elisha Finney$85,000 $180,139 $265,139 
David Hoffmeister$102,000 $180,139 $282,139 
Donald Abbey$75,000 $180,139 $255,139 
Laurie Hernandez$75,000 $180,139 $255,139 
Kolleen T. Kennedy$75,000 $180,139 $255,139 
William Seeger(3)
$— $— $— 
____________________________
(1) Mr. Jain, our CEO, is not included in this table as he was an employee of the Company in 2023 and did not receive compensation for his services as a director. All compensation paid to Mr. Jain for the services he provided to us in 2023 is reflected in the Summary Compensation Table.
(2) On May 17, 2023, each non-employee director who was then in service was granted 948 RSUs of the Company with a grant date fair value of $180,139. The fair value of the RSUs is based on the market price of our Common Stock on the date of the grant, or $190.02 per share. We provide information regarding the assumptions used to calculate the value of all stock awards made to directors in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2024. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). As of December 31, 2023, each of Messrs. Greenberg, Hoffmeister, and Abbey and Mses. Finney, Hernandez and Kennedy had 948 RSUs outstanding and each held options to purchase shares of our common Stock as follows: Mr. Greenberg 13,522; Mr. Hoffmeister 6,419; Mr. Abbey 6,419; Ms. Finney 9,469; Ms Hernandez 2,325 and Ms. Kennedy1,650.
(3) Mr. Seeger was resigned as a member of our Board of Directors on February 28, 2024.

Stock Ownership Guidelines     

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    In 2011, we established stock ownership guidelines for the members of our Board. Our non-employee directors have up to five years from the adoption of the guidelines or within five years of joining the Board, if appointed or elected after 2011, to acquire and retain shares of our Common Stock that equal or exceed three times their annual base retainer pursuant to the terms of such guidelines. Shares beneficially owned by our non-employee directors, directly or indirectly, such as shares held by an immediate family member living in the same household or shares in a trust, and vested restricted shares and shares represented by vested RSUs, count toward meeting the stock ownership guidelines.

CEO Pay Ratio

    As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of Vivek Jain, our CEO, to the annual total compensation of our median compensated employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K.

    We have a globally diverse workforce with more than half of our employees located outside the United States (“U.S.") in locations where the cost of living is significantly below the U.S., including developing and emerging markets such as Mexico, Costa Rica, and India. The compensation elements and pay levels of our employees can vary dramatically by country based on the cost of living and the cost of labor, which impacts the median employee compensation and resulting CEO pay ratio.

For 2023, our last completed fiscal year:

the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was approximately $19,123; and

the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $6,810,975

    Based on this information, for 2023, our CEO’s annual total compensation was approximately 356 times that of the median compensated employee (other than the CEO).

Determining the Median Employee

Employee Population

    We used our employee population data as of December 31, 2023, as the reference date for identifying our median employee. As of such date, our employee population consisted of approximately 14,000 individuals.

Methodology for Determining Our Median Employee

    To identify the median employee from our employee population, we selected annual base pay as the most appropriate measure of compensation. We believe the use of annual base pay for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Currently less than 3% of our employees receive annual equity awards.

Annual Total Compensation of Median Compensated Employee

    With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of approximately $19,123.

Annual Total Compensation of CEO

    With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement.    

Pay Versus Performance

Disclosure of Compensation Actually Paid versus Performance
34



Year
Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1)
Compensation Actually Paid to PEO(3)
Average Summary Compensation Table for Non-PEO NEOs(1)(2)
Average Compensation Actually Paid to Non-PEO NEOs(3)
Value of Initial Fixed $100 Investment Based On:Net Income
('000s)
Adjusted EBITDA
('000s)(5)
Total Shareholder Return(4)
Peer Group Total Shareholder Return(4)
20236,810,975 $(8,069,662)$3,368,051 $161,322 $53.30 $105.67 $(29,655)$376,115 
2022$5,657,069 $(11,280,427)$2,790,873 $978,391 $84.16 $99.88 $(74,286)$358,653 
2021$5,071,358 $13,341,251 $2,648,345 $3,791,063 $126.84 $152.33 $103,135 $260,699 
2020$3,312,999 $14,340,707 $1,556,685 $2,226,976 $114.63 $126.91 $86,870 $243,023 
_________________________________
(1) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for the Company's PEO, Vivek Jain and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO named executive officers (NEOs).
(2) The Company's non-PEO NEOs for the applicable years 2023, 2022 and 2021 were Brian Bonnell, Christian Voigtlander, Dan Woolson and Virginia Sanzone. The Company's non-PEO NEOs for 2020 were Brian Bonnell, Christian Voigtlander, Scott Lamb, Dan Woolson and Virginia Sanzone.
(3) Amounts reported in the applicable column represent (i) the compensation actually paid to the PEO and (ii) the average compensation actually paid to the non-PEO NEOs. The valuation assumptions used to determine the change in the fair market value of the respective PEO and non-PEO NEO equity awards for each respective year use the stock price as of year-end or as of the applicable exercise/vesting date. See the tables below for additional information with respect to the equity award adjustments.
(4) Assumes $100 invested on December 31, 2019 in ICU Medical Inc.'s common stock and the NASDAQ Medical Supplies Index and that all dividends, if any, were reinvested. As permitted by SEC Rules, the peer group referenced for purpose of the TSR Comparison is the industry peer group used for purposes in Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 14.
(5) As noted in the CD&A, for 2023, the Compensation Committee determined that Adjusted EBITDA serves as one of the most important financial measurements of the Company's performance and shareholder value creation and, accordingly, was utilized as a component in the 2023 LTI Program. Adjusted EBITDA is a non-GAAP measure. Our reconciliation of net income to Adjusted EBITDA is included in Annex A to this proxy statement.

Compensation Actually Paid to PEO
2023
Summary Compensation Table - Total Compensation(a)$6,810,975 
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year as Reported in the Summary Compensation Table for 2023.(b)$(5,554,475)
+Fair Value at 2023 Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2023(c)$2,915,500 
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years That Remain Outstanding At 2023 Fiscal Year End(d)$(13,811,708)
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During 2023(e)$ 
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During 2023(f)$1,570,046 
-Fair Value as of 2022 Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal years That Failed to Meet Applicable Vesting Conditions During 2023(g)$ 
=Compensation Actually Paid$(8,069,662)
__________________________
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated 2023.
(b) Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during 2023, computed in accordance with FASB ASC 718, as reported in the Summary Compensation Table for the indicated fiscal year.
(c) Represents the aggregate fair value as of the 2023 year-end of the PEO's outstanding and unvested stock awards and option awards granted during 2023, computed in accordance with FASB ASC 718.
(d) Represents the aggregate change in fair value during 2023 of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of 2023, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, as of 2023 fiscal year end, based on the probable outcome of such performance-based vesting conditions as of the last day of 2023, and for performance-based awards with performance periods ending on in 2023, based on actual attainment as of the end of the applicable performance period.
(e) Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during 2023, computed in accordance with FASB ASC 718.
35


(f) Represents the aggregate change in fair value, measured from 2022 fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during 2023, computed in accordance with FASB ASC 718.
(g) Represents the aggregate fair value as of the last day of 2022 of the PEO's stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in 2023, computed in accordance with FASB ASC 718.

Compensation Actually Paid to non-PEO NEOs
2023
Summary Compensation Table - Total Compensation(a)$3,368,051 
-Grant Date Fair Value of Stock Awards and Option Awards Granted in 2023 as Reported in the Summary Compensation Table for 2023(b)$(2,730,967)
+Fair Value at 2023 Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2023(c)$1,433,463 
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years That Remain Outstanding At 2023 Fiscal year End(d)$(1,955,940)
+Fair Value at Vesting of Stock Awards and Option Awards Granted in 2023 That Vested During 2023(e)$ 
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During 2023(f)$46,715 
-Fair Value as of 2022 Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal years That Failed to Meet Applicable Vesting Conditions During 2023(g)$ 
=Compensation Actually Paid$161,322 
__________________________
(a) Represents the average Total Compensation as reported in the Summary Compensation Table for the 2023.
(b) Represents the average aggregate grant date fair value of the stock awards and option awards granted to the non-PEO NEOs during 2023, computed in accordance with FASB ASC 718, as reported in the Summary Compensation Table for 2023.
(c) Represents the average aggregate fair value as of 2023 fiscal year-end of the non-PEO NEO's outstanding and unvested stock awards and option awards granted during 2023, computed in accordance with FASB ASC 718.
(d) Represents the average aggregate change in fair value during 2023 of the outstanding and unvested stock awards and option awards held by the non-PEO NEOs as of the last day of 2023, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions as of 2023 fiscal year end, based on the probable outcome of such performance-based vesting conditions as of the last day of 2023, and for performance-based awards with performance periods ending in 2023, based on actual attainment as of the end of the applicable performance period.
(e) Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the non-PEO NEOs and vested during 2023, computed in accordance with FASB ASC 718.
(f) Represents the average aggregate change in fair value, measured from 2022 fiscal year-end to the vesting date, of each stock award and option award held by the non-PEO NEOs that was granted in a prior fiscal year and which vested during 2023, computed in accordance with FASB ASC 718.
(g) Represents the average aggregate fair value as of the last day of 2022 of the non-PEO NEOs stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in 2023, computed in accordance with FASB ASC 718.

Relationship Between Compensation Actually Paid and Financial Performance Measures

The following graphs illustrate the relationship between the pay and performance figures that are included in the pay versus performance tables above.

36


https://cdn.kscope.io/b7fac6b8523c084301ddb8735a1bb086-Relationship Between Pay and Performance_TSR.jpg
https://cdn.kscope.io/b7fac6b8523c084301ddb8735a1bb086-Relationship Between Pay and Performance_Net Income.jpg
https://cdn.kscope.io/b7fac6b8523c084301ddb8735a1bb086-Relationship Between Pay and Performance_Adjusted EBITDA.jpg

Tabular List of Most Important Financial Performance Measures

37


The following list of financial performance measures were used by the Company to link executive compensation actually paid to company performance for 2023:

Adjusted EBITDA
Adjusted Revenue
Adjusted Diluted EPS
Free Cash Flow

COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT

    Our Compensation Committee considers potential risks when reviewing and approving the compensation programs for our executive officers and other employees. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our programs available for our executive officers:

A balanced mix of compensation components - The target compensation mix for our executive officers is composed of base salary, annual cash bonus incentives, and long-term equity awards.
Performance factor - Our incentive compensation plan uses a Company-wide metric for all executive officers to establish funding of our MIP which encourages focus on the achievement of objectives for the overall benefit of the Company.
Capped cash incentive awards - MIP awards are capped at 150% of target of the individual named executive officer. We overemphasize equity opportunities relative to cash opportunities in order to motivate our executives to focus on long-term value creation and accordingly have under-weighted both salary and cash incentive awards relative to equity-based compensation.
Multi-year vesting - Equity awards vest over multiple years requiring long-term commitment on the part of employees.
Competitive positioning - The Compensation Committee has compared our executive compensation to our peers to ensure our compensation program is consistent with industry practice.
Corporate governance programs - We have implemented corporate governance guidelines, a code of conduct and other corporate governance measures and internal controls.    
    
    The Compensation Committee also reviews the key design elements of our compensation programs in relation to industry practices, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the Board. Based on this review, our Compensation Committee concluded that based on a combination of factors, our compensation policies and practices do not incentivize excessive risk-taking that could have a material adverse effect on our Company.                                        
38




EQUITY COMPENSATION PLAN INFORMATION

    We maintain our Amended and Restated 2011 Stock Incentive Plan under which we may grant RSUs and other equity awards to our employees, directors and consultants. We also have a 2014 Inducement Stock Incentive Plan under which we have granted 250,405 RSUs and options to purchase our Common Stock. We also have an Employee Stock Purchase Plan, however this plan was suspended in 2017 and the remaining shares available for issuance under the plan expired during 2022. Further information about the plans is in Note 6 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 

    Information about the plans at December 31, 2023 is as follows:
Number of shares to be issued
 upon exercise of outstanding
 options, warrants and rights
Weighted-average exercise
price of outstanding
options, warrants and rights
Number of shares remaining
available for future issuance
under equity compensation
plans (excluding shares
reflected in column (a))
Plan Category
 (2)
(a)(b)(c)(3)
Equity compensation plans approved by stockholders861,630(1)$82.951,857,752
Equity compensation plans not approved by stockholders
Total861,6301,857,752
 ____________________________
(1)This number includes the following: 861,630 shares subject to outstanding awards granted under our Amended and Restated 2011 Stock Incentive Plan, of which 459,828 shares were outstanding stock options, 242,811 were outstanding RSU awards and 158,991 were outstanding performance RSU awards (performance RSU awards are based on target performance).
(2)The weighted average exercise price in column (b) does not take into account the outstanding RSUs and PRSUs, which do not have an exercise price.
(3)This number includes 1,857,752 shares of Common Stock available for issuance under our Amended and Restated 2011 Stock Incentive Plan. The number of shares remaining available for future issuance is based upon the vesting of the issued performance RSU awards if the target performance metric is achieved.

In 2014 we adopted our 2014 Inducement Stock Incentive Plan. Pursuant to applicable stock exchange rules, stockholder approval of the 2014 Plan is not required as a condition of the effectiveness of the 2014 Plan. A description of the principal features of the 2014 Plan is set forth below.

The 2014 Plan is administered by our independent compensation committee which can authorize the issuance of any type of arrangement that is not inconsistent with the provisions of the 2014 Plan and can be granted to individuals who have not previously been an employee or director of the Company or a related entity. The maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Plan is 250,405 shares. The administrator determines the provisions, terms, and conditions of each award including, but not limited to, the award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, shares, or other consideration) upon settlement of the award, payment contingencies, and satisfaction of any performance criteria. The term of each award shall be the term stated in the award agreement, provided, however, that the term of any award shall be no more than ten years from the date of grant. As of December 31, 2023, there were no remaining shares issuable or exercisable under this plan.

CORPORATE GOVERNANCE

Board of Directors Structure

Board Diversity

In addition to selecting highly qualified candidates, the Board believes in creating a Board of Directors with varied backgrounds, experiences and cultures who bring a diverse range of perspectives that fosters enhanced decision making and promotes better corporate governance. Over half of the Company's current Board members self-identify as women or as racially/ethnically diverse individuals. The more detailed Board diversity matrix can be found at www.icumed.com under Corporate Governance - Board of Directors:

39



Board Diversity As of March 19, 2024
Total Number of Directors8
Female3
Racially/Ethnically Diverse3

Board Tenure

We also believe that a variety of tenures on our Board helps to provide an effective mix of in depth knowledge and new perspectives. Although we do not limit the time a director can serve on the Board, our director retirement policy requires a director to retire upon their 76th birthday. While we do value Board refreshment we also value the deeper knowledge gained from being a long-term director. The current tenure of our Board is as follows:

https://cdn.kscope.io/b7fac6b8523c084301ddb8735a1bb086-Board Tenure.jpg

Director Independence

The Board has determined that directors Messrs. Greenberg, Abbey, and Hoffmeister, Ms. Finney, Ms. Hernandez and Ms. Kennedy qualify as "independent" as defined under Nasdaq Listing Rules. In determining director independence, the Board considers transactions and relationships between each director or director nominee (and such director’s immediate family) and the Company and its affiliates against the independence requirements of Nasdaq.

Board Meetings and Committees and Attendance at Meetings

    Our Board currently consists of eight directors who we believe contribute the breadth of knowledge and experience necessary for the advancement of our business strategies and objectives. Additionally, our Board has three standing committees the Audit Committee and Compliance Committee (the "Audit Committee"), the Nominating Committee and the Compensation Committee, each of which operates under a written charter and which are available on the investor section of our website, www.icumed.com, under Committee Composition. The current chairs and members of these committees are identified in the following table:
Membership on Standing Committees
IndependentLead
Independent
Director
NCGCACCC
Vivek Jain
George A. Lopez, M.D.(1)
David C. GreenbergXXXX,C
Elisha W. FinneyXX,CX
David F. HoffmeisterXX,CX
Donald M. AbbeyXXX
Laurie HernandezXX
Kolleen T. KennedyXX
40


____________________________
(1)     George A. Lopez, M.D.will not be nominated for reelection at the 2024 Annual Meeting of Stockholders.
NCGC    Nominating Committee
AC    Audit Committee
CC    Compensation Committee
C    Committee Chairperson

During 2023, the Board met four times, the Nominating Committee met three times, the Compensation Committee met four times and the Audit Committee met four times. All of our directors attended more than 75% of the total of all meetings of the Board and committees on which they served during 2023.

It is the policy of the Company to invite and encourage all members of the Board to attend each annual meeting of stockholders, which are generally held by remote communication. Six of our directors attended the 2023 Annual Meeting of Stockholders.

Board Leadership Structure

    Vivek Jain is our CEO and Chairman of the Board. The Board believes that Mr. Jain is best situated to serve as Chairman of the Board based upon his significant leadership position with the Company and his extensive knowledge about the industry. In addition, the Board believes that Mr. Jain's combined roles as Chairman and CEO position him to effectively identify strategic priorities for the Company and to lead Board discussions on the execution of Company strategy. The Board believes that the combined role of Chairman and CEO helps promote the Company’s overall strategic development and facilitates the efficient flow of information between management and the Board.

    The Board also believes that strong, independent Board leadership is a critical component of effective corporate governance, therefore, the Board established the position of Lead Independent Director and adopted a Lead Independent Director Charter. During 2023, David C. Greenberg was appointed to serve in the Lead Independent Director position.

    The Lead Independent Director is elected annually by a majority of the independent directors upon receiving a recommendation from the Nominating Committee. The Lead Independent Director’s responsibilities are set forth in the Lead Independent Director Charter adopted by the Board and Nominating Committee, and include, among others:

presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
consulting with the Chairman as to an appropriate schedule of Board meetings;
approving meeting agendas for the Board;
advising the Chairman as to the quality, quantity, and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
serving as principal liaison between the Chairman and the independent directors; and
performing other duties specified in the Lead Independent Director Charter.

    Our Lead Independent Director Charter can be found on our website at www.icumed.com. The independent directors regularly meet in executive sessions in connection with regular meetings of the Board.

Board Oversight of Risk

    The Board is responsible for oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee the most critical risks relating to our business, allocate responsibilities for the oversight of risks among the full Board and its committees, including its Audit, Nominating, and Compensation Committees, and see that management has in place effective systems and processes for managing risks facing us. Overseeing risk is an ongoing process and risk is inherently tied to our strategy and to strategic decisions. Accordingly, the Board considers risk throughout the year and with respect to specific proposed actions. While the Board is responsible for oversight and direction, management is charged with identifying risk and establishing appropriate internal processes and an effective internal control environment to identify and manage risks and to communicate information about risk to the Board. Committees of the Board also play an important role in risk oversight, including the Audit Committee, which oversees our processes for assessing risks and the effectiveness of our internal controls and our cybersecurity and other information technology risks, including management’s implementation of our
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cybersecurity risk management program, as well as major financial and compliance risk exposures and the steps management has taken to monitor and control such exposures. In fulfilling its duties, the Audit Committee considers information from our independent registered public accounting firm, Deloitte & Touche LLP, and our internal auditors and, with respect to our cybersecurity risk management, information from our Chief Information Officer. Additionally, the Compensation Committee reviews the Company’s incentive, equity-based and other compensatory plans of the Company to determine whether they encourage excessive risk-taking, review and discusses at least annually the relationship between risk management policies and practices and compensation and evaluate compensation policies and practices that could mitigate any such risk. The oversight of the Company’s compensation policies and profile with management are designed to confirm that compensation supports the Company’s goals and strategic objectives without creating risks that may have a material adverse effect on the Company. See “Executive Officer and Director Compensation-Compensation Policies and Practices and Risk Management” for further information about our risk management policies.


Code of Ethics

The Company has adopted a Code Conduct and Business Ethics for Directors and Officers, which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy is available on the Company’s website, www.icumed.com under the About Us section within Corporate Policies and Disclosures. The Company intends to make any required disclosures regarding amendments to, or waivers of, provisions of its Code of Business Conduct and Ethics for Directors and Officers on its website rather than by filing a Current Report on Form 8-K.

Nominating Committee

The Nominating Committee currently consists of Ms. Finney (Chairperson), Mr. Abbey, Ms. Hernandez and Ms. Kennedy, each of whom the Board has determined is independent as defined by the NASDAQ Listing Rules. The Nominating Committee operates pursuant to a written charter adopted by the Board, a copy of which can be found under the Investors Relations section of the Company’s website, www.icumed.com. The Nominating Committee’s role is to recommend to the Board policies on Board composition and criteria for Board membership, to identify individuals qualified to serve as directors and approve candidates for director and to recommend directors for appointment to committees of the Board. The Nominating Committee also makes recommendations to the Board concerning the nomination of the Lead Independent Director, the Company’s Corporate Governance Guidelines and Codes of Ethics and Business Conduct, oversees internal investigations of conduct of senior executives, if necessary, and conducts evaluations of the performance of the Board.

In evaluating and determining whether to recommend a person as a candidate for election as a director, the Nominating Committee considers, among other things, relevant management and/or industry experience; values such as integrity, accountability, judgment and adherence to high performance standards; independence pursuant to the guidelines set forth in the Nasdaq Listing Rules; diversity; ability and willingness to undertake the requisite time commitment to Board service; and an absence of conflicts of interest with the Company. Pursuant to our director retirement policy that was adopted on April 30, 2015, no person may stand for election following his or her 76th birthday, and each serving director must resign upon his or her 76th birthday. The policy also requires that as a condition for the nomination of any director who would reach the age of 76 before the end of his or her term, he or she must submit an advance irrevocable resignation that becomes effective on the director's 76th birthday.

While the Nominating Committee does not have a specific policy in place, it believes that diversity brings different perspectives to a board of directors, which leads to a more varied approach to board issues. The Company has a general non-discrimination policy, which the Nominating Committee observes when considering candidates for the Board. While not giving specific weight to any aspect of diversity, the Board believes that its current composition has an appropriate level of diversity with respect to ethnicity and professional experience.

The Nominating Committee may employ a variety of methods for identifying and evaluating nominees for director. The Nominating Committee will assess the need for particular expertise on the Board, the upcoming election cycle of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating Committee will consider various potential candidates for director that may come to the Nominating Committee’s attention through current directors, the Company’s professional advisors, stockholders or others.

    The Nominating Committee will consider candidates recommended by stockholders. The deadlines and procedures for stockholder recommendations of director candidates are discussed below under “Nomination of Directors and Submission of
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Stockholder Proposals.” Following verification of the stockholder status of persons proposing candidates, the Nominating Committee will make an initial analysis of the qualifications of any candidate recommended by stockholders or others pursuant to the criteria summarized above to determine whether the candidate is qualified for service on the Board before deciding to undertake a complete evaluation of the candidate. Other than the verification of compliance with procedures and stockholder status, and the initial analysis performed by the Nominating Committee, a potential candidate nominated by a stockholder will be treated like any other potential candidate during the review process by the Nominating Committee.

The Board, upon recommendation of our Nominating Committee, has approved and recommended to the Board the nominations of Vivek Jain, David C. Greenberg, Elisha W. Finney, David F. Hoffmeister, Donald M. Abbey, Laurie Hernandez, and Kolleen T. Kennedy for election as directors at the Annual Meeting. The Nominating Committee considered the candidates’ qualifications and experience, past contributions to the Board, their willingness to continue to serve and the benefits of continuity in the membership of the Board and determined that the re-election and initial election of these candidates was appropriate.

Pursuant to our director retirement policy that was adopted on April 30, 2015, no person may stand for election following his or her 76th birthday. In accordance with this policy, the Board has not nominated George Lopez, M.D.'s for election as a director at the Annual Meeting.

On January 6, 2022, in connection with the Company’s acquisition of Smiths Medical 2020 Limited, the holding company of Smiths Group plc's global medical device business, a portion of the purchase consideration for this acquisition was satisfied by the delivery of 2.5 million of the Company's newly issued shares of Common Stock to Smiths Group a wholly owned subsidiary of Smiths Group plc. In connection with the Company's issuance of stock consideration, the Company and Smiths Group entered into a Shareholder's Agreement which gives Smiths Group the right to designate one individual for election to the Board so long as Smiths Group beneficially owns at least 5% of the total outstanding shares of the Company stock. Mr. William Seeger was appointed to the Board in 2022 as Smiths Group’s designated board member. On February 28, 2024, Mr William Seeger notified the Company of his May 2024 resignation from the Board of Smiths Group plc. Smiths Group plc has not subsequently nominated a replacement designated board member to stand for election at the ICU Medical, Inc. May 2024 Annual Meeting. Smiths Group retains the right to designate a board member as long as Smiths Group beneficially owns at least 5% of the outstanding shares of common stock of the Company as more fully described in the Shareholders Agreement dated January 6, 2022 between the Company and Smiths Group.

Audit Committee

The Audit Committee currently consists of three directors, Messrs. Hoffmeister (Chairperson), Greenberg and Ms. Finney. The Board has determined that each of Mr. Hoffmeister and Greenberg and Ms. Finney qualify as independent under the Nasdaq Listing Rules applicable to audit committee members and under Rule 10A(3)(b)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”) applicable to audit committee members. As more fully described in the Audit Committee Charter, the Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of its financial statements. The Audit Committee's responsibilities include, but are not limited to, the appointment, compensation, retention and termination of our independent registered public accounting firm, reviewing with management and our independent registered public accounting firm the adequacy of our internal control over financial reporting and disclosure controls and procedures and reviewing, approving our critical accounting policies based on independent auditor recommendations and overseeing our cybersecurity and other information technology risks.

The Board adopted a revised written Audit Committee Charter, a copy of which can be found on the Company’s web site, www.icumed.com under he Investor Relations section.

The Board has determined that each of Messrs. Greenberg and Hoffmeister and Ms. Finney meet the requirements for financial literacy under the applicable Nasdaq rules and regulations and is an “audit committee financial expert” as defined by applicable Nasdaq Listing Rules and SEC regulations.

Audit Committee Report

The Audit Committee has reviewed and discussed the Company's financial statements for the year ended December 31, 2023 with management and has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. Further, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence, and has discussed the independent auditor’s independence with them. Based on these reviews and discussions, the Audit Committee
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has recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements for the year ended December 31, 2023 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

AUDIT COMMITTEE

David F. Hoffmeister, Chairperson
David C. Greenberg
Elisha W. Finney
William Seeger

Compensation Committee

    The Board has a Compensation Committee, currently consisting of Messrs. Greenberg (Chairperson), Abbey and Hoffmeister. The Board has determined that each of members of the Compensation Committee qualifies as "independent" under Nasdaq's additional standards applicable to compensation committee members and is a "non-employee director" as defined in Section 16b-3 of the Exchange Act. The Compensation Committee operates pursuant to a written charter adopted by the Board, a copy of which can be found on the Company’s website, www.icumed.com under the Investor Relations section.

Our Compensation Committee discharges the responsibilities of the Board relating to executive and director compensation. It reviews the performance of the Company and our CEO, sets performance objectives, establishes the compensation of the CEO, recommends to the Board the compensation of the other executive officers and authorizes the grant of options to employees, and awards under our bonus and incentive plans.

Our Compensation Committee engaged Compensia, a national compensation consulting firm in January, to advise on the performance-based compensation structure and awards, including the 2023 MIP and Performance-Based Incentive Plan, and to provide market data and other analysis for compensation of executive officers and members of our Board. Prior to making its decisions for executive officers other than the CEO, the Compensation Committee receives recommendations from the CEO as to the amounts and types of compensation and other awards for those executive officers.

In 2017, our Compensation Committee approved, pursuant to the provisions of the Company's Equity Plan, an aggregate number of RSUs which the CEO can grant in off-cycle to employees, typically related to new hires, subject to certain limitations.

Compensation Committee Report

The Company’s Compensation Discussion and Analysis (“CD&A”) is included elsewhere in this Proxy Statement. Our Compensation Committee has reviewed and discussed the CD&A with management of the Company. Based on these reviews and discussions, our Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement and be incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

COMPENSATION COMMITTEE
David Greenberg, Chairperson
David F. Hoffmeister
Donald M. Abbey

Stockholder Communications

The Board has an established process for stockholder communications and it can be found on the Company’s website at http://ir.icumed.com/corporate-governance/governance-contacts.


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Compensation Committee Interlocks and Insider Participation

    During 2023, the members of our Compensation Committee were Mr. Greenberg (Chairperson), Mr. Hoffmeister, and Mr. Abbey, none of whom was a current or former employee or officer of the Company. During 2023, none of our executive officers served as a member of the board of directors or Compensation Committee (or other committee performing equivalent functions) of any entity that had one or more executive officers serving on our Board of Directors or Compensation Committee. Related person transactions pursuant to Item 404(a) of Regulation S-K involving those who served on the Compensation Committee during 2023 are described in “Transactions with Related Persons.”

Compensation Consultant Conflict of Interest Analysis

    In 2023, Compensia, the compensation consultant engaged by our Compensation Committee, did not provide any services to us other than its consulting services to the Compensation Committee described above. The Compensation Committee regularly reviews the objectivity and independence of the advice provided by its compensation advisors on executive and non-employee director compensation and believes that the work of Compensia during 2023, raised no conflict of interest. In reaching this conclusion, our Compensation Committee has assessed the independence of Compensia taking into account, among other things, the six factors set forth in Exchange Act Rule 10C-1 and the applicable Nasdaq listing standards.

Family Relationships

    There are no other relationships among the executive officers or directors of the Company.

Transactions with Related Persons

    Item 404 of Regulation S-K requires that we disclose any transactions, since the beginning of our last fiscal year, between us and any related parties, as defined by Item 404, in which the amount involved exceeds $120,000 and in which any related party had or will have a direct or indirect material interest.

    Mr. Nicholas Lopez is the son of Dr. Lopez, a director and the founder of the Company and is the Product Manager, Specialty Infusion Consumables. For 2023, Mr. Nicholas Lopez received approximately $178,000 as compensation for his services as an employee of the Company.

Policies and Procedures Regarding Transactions with Related Persons

We attempt to review all related person transactions to ensure fairness to the Company and proper disclosure under SEC rules. Pursuant to the Audit Committee Charter, our Audit Committee is responsible for reviewing and approving all related person transactions. We also require each of our executive officers and directors to complete a questionnaire that is intended to identify transactions or potential transactions that require disclosure under SEC rules or create a potential conflict of interest. In determining whether to approve a related party transaction, our Audit Committee considers the general fairness of the transaction to the Company, including the material terms and conditions of the proposed transaction, the related party’s interest, the amount involved in the transaction and whether the transaction is on terms comparable to terms available in a transaction involving an unrelated third party.

Pursuant to our written Code of Business Conduct and Ethics, each executive officer or director must receive approval of the Nominating Committee or the Board prior to engaging in certain transactions that are likely to involve a conflict of interest.

Sustainability

We are committed to operating our global business in a manner that enhances not only the well-being of our employees but also their communities. We tie our sustainability strategy to our business strategy, and we evaluate and prioritize the environmental, social and governance factors most relevant to our business and stakeholders.

Our Community

At the local level, our employees are volunteers, community service leaders, members of teams who promote environmental responsibility, and board members of nonprofit organizations. We support our employees’ good works in their communities by promoting activities that include:

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Encouraging employees to bring recycled waste from their homes each month, with proceeds from those recyclables benefiting local charities;
Organizing cleaning days at neighborhood green areas and public areas, such as beaches and parks;
Contributing to the world’s leading nonprofits of donated medicines and medical supplies to help bring much-needed healthcare to children and families in regions of the world struck by natural disasters;
Celebrating World Environment Day and National Green Week; and
Inspiring youth of today to become better citizens through various activities to protect nature and the planet.

Our People

We encourage, value, and leverage the differences in people and perspectives to make healthcare better. Employee engagement is extremely important to us. By listening to our employees, we hear directly from them and what they feel is important—allowing us to continually improve our culture.

Diversity and inclusion is an imperative supported and driven by leadership. Our Employee Resource Groups act as strategic partners to the business by promoting a culture of diversity and inclusion. Additionally, we strive to support our employees by providing professional development opportunities and competitive compensation and benefit packages.

Environmental Sustainability

As responsible stewards, we endeavor to protect our environment by minimizing waste, reducing energy consumption, and promoting water conservation. Our work to preserve and protect the environment has led to clean industry certification, recognition by state and federal governments and environmental management system verifications. We have also invested in Environmental, Health and Safety Management Information Systems in order to streamline reporting, increase transparency, improve performance, and leverage system intelligence.

We understand the consequences of waste generation and our responsibility to reduce waste as much as possible, making it a point to establish relationships with suppliers and service providers who offer, and guarantee, a waste management plan. Our everyday strategy to reduce waste includes measure to:

Safely dispose of hazardous waste products, including PVC, HDPE, film regrind, oil, oil absorbents, antifreeze, and oil filters;
Appropriately recycle paper, plastic, glass, metal, electronics, and wooden pallets; and
Establish paperless manufacturing facilities, conserving environmental resources, and increasing operational efficiencies with new digital technologies.

We have initiated conservation and technology upgrade programs to improve energy efficiency at our facilities, including investing more than $1 million to install electric transformers with energy-saving technology, reducing energy consumption by 10 percent. We are also:

Using a grid-tiered solar system to provide more efficient clean energy and reduce power consumption;
Incorporating technology such as HVAC environmental controls, compressors, plant boilers, and cooling towers with more energy-efficient products; and
Replacing traditional incandescent lighting with energy-efficient lighting solutions, including installing automatic lighting sensors in offices and conference rooms and implementing building designs to take advantage of natural light.

We have invested in water sustainability programs, including a rainwater capture system that uses rainwater in facility cooling and diverts any unused water to a rainwater retention lagoon for later use. Other water conservation programs include:

Wastewater treatment systems that use treated water for restrooms (not for handwashing) and irrigation of green areas;
Replacement of grass and trees in more drought-prone areas with drought-tolerant landscaping to reduce the need for irrigation; and
Installation of water-saving devices, such as photocell sensors on faucets in dining rooms and restrooms.

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PROPOSALS REQUIRING YOUR VOTE

Proposal 1- Election of Directors

    Nominees and Directors

    Our Board currently consists of eight directors. Seven of the eight directors currently constituting the Board, whose terms expire in 2024, are standing for reelection at the Annual Meeting to serve until the next annual meeting of stockholders or until such directors' successors are elected and qualified or until the earlier of such director's resignation, removal, death, retirement or disqualification. Dr. George Lopez is not standing for reelection, accordingly, is not included as nominees for election at the Annual Meeting. Effective as of the Annual Meeting, our authorized number of directors of the Company will be reduced to seven.

    Based on the recommendation of the Nominating Committee, the Board nominated and recommends that you vote FOR Vivek Jain, David C. Greenberg, Elisha W. Finney, David F. Hoffmeister, Donald M. Abbey, Laurie Hernandez, and Kolleen Kennedy who are currently members of the Board and whose current terms of office will expire at the Annual Meeting.

    It is not anticipated that the nominees will decline or be unable to serve as directors. If, however, that should occur, the proxy holders will vote the proxies in their discretion for any nominee designated to fill the vacancy by the Company’s Nominating Committee.

    The following are summaries of the background, business experience and descriptions of the principal occupations of our directors. Directors’ ages are as of April 2, 2024.

Vivek Jain

Mr. Jain, 52, joined the Company as CEO and Chairman of the Board in February 2014. The Board believes that including the CEO as a director is an efficient way of ensuring continuity between the development and execution of the Company’s business strategies. Mr. Jain served as CareFusion Corporation's (“CareFusion”) President of Procedural Solutions from 2011 to February 2014. Mr. Jain served as President, Medical Technologies and Services of CareFusion from 2009 until 2011. Mr. Jain served as the Executive Vice-President-Strategy and Corporate Development of Cardinal Health from 2007 until 2009. Mr. Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., an electronics company from 2006 to August 2007. Mr. Jain served as an investment banker at J.P. Morgan Securities, Inc., an investment banking firm, from 1994 to 2006. Mr. Jain's last position with J.P. Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006. Mr. Jain currently serves on the Board of Directors for Envista Holdings Corporation since 2020.

David C. Greenberg

    Mr. Greenberg, 57, has been a director since 2015, serves as Lead Independent Director and Chair of the Compensation Committee and is a member of the Audit Committee. Mr. Greenberg is currently serves as Chief Executive Officer of HomeThrive, Inc since he co-founded the company in October 2018. Mr. Greenberg was a senior executive Medline Industries, Inc. (“Medline”) from June 2008 to October 2018. Medline is a privately held manufacturer and distributor of medical supplies across the continuum of care. In that capacity, Mr. Greenberg was a member of Medline’s Executive Board and advised top leadership/ownership on all aspects of the business and served as Group President and Executive Vice President, Strategy. Previously, Mr. Greenberg spent thirteen years in a variety of leadership positions within Aon Corporation, including Chief Financial Officer of its Aon Global subsidiary. Currently Mr. Greenberg serves on the board of directors of HomeThrive, Inc. since October 2018, Canadian Hospital Specialties, a privately held medical device manufacturer and specialty distributor, since April 2021 and Access & Integrated Practice Holdings, LLC a comprehensive variable access medical services platform since 2023. The Board believes Mr. Greenberg should serve as a director due to his extensive knowledge and experience in the medical industry, demonstrated executive leadership in business and insight into financial matters.

Elisha W. Finney

    Ms. Finney, 62, has been a director since January 2016, and serves as Chair of the Nominating Committee and is a member of the Audit Committee. Ms. Finney, now retired, was named Vice President, Finance and CFO of Varian Medical Systems in April 1999. In January 2005, she was promoted to Senior Vice President and given additional management responsibility for the Corporate Information Systems group. She was named Executive Vice President in February 2012. Varian
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Medical Systems is a leading manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, proton therapy and brachytherapy. Ms. Finney managed a worldwide staff of 400. Her management responsibilities included corporate accounting; corporate communications and investor relations; internal financial and compliance audit; risk management; tax and treasury, and corporate information systems. Ms. Finney joined Varian as risk manager in 1988 and has assumed a wide variety of finance functions over her last 29 years with the company. Prior to joining Varian, Ms. Finney was with the Fox Group in Foster City, CA, and Beatrice Foods, a major food processing company, in Chicago, IL. Ms. Finney has served on the boards of: NanoString Technologies, a company that specializes in development of cancer diagnostics tools, since May 2017; Mettler Toledo, a multinational manufacturer of scales and analytical instruments, since November 2017; and Viatris, a global pharmaceutical and healthcare corporation, since December 2022. Ms. Finney previously served on the boards of directors of: Laserscope from August 2005 until July 2006 when Laserscope was sold to American Medical Systems; Thoratec, a developer, manufacturer and marketer of proprietary medical devices for mechanical circulatory support from July 2007 to May 2013; Altera Corporation, a manufacturer of programmable logic devices from September 2011 until December 2015, when Altera was sold to Intel; Cutera, Inc. a global provider of laser and other energy-based aesthetic systems, from November 2017 to May 2019; and iRobot Corporation, a robotics technology company, from January 2017 to November 2021. The Board believes Ms. Finney should serve as a director due to her extensive knowledge and experience in the medical industry and her financial knowledge and experience, particularly with respect to her service on the Audit Committee.

David F. Hoffmeister

    Mr. Hoffmeister, 69, has been director since January 2018 and serves as Chair of the Audit Committee and a member of the Compensation Committee. Mr. Hoffmeister served as Senior Vice President and Chief Financial Officer of Life Technologies Corp. from 2004 to 2014. Prior to joining Life Technologies, Mr. Hoffmeister was a senior partner with McKinsey & Co., focusing on health care, private equity and chemicals industries. Before joining McKinsey, Mr. Hoffmeister held financial positions at GTE Corp. and W.R. Grace and Co. Mr. Hoffmeister currently serves on the boards of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals and has since November of 2014. Mr. Hoffmeister currently serves on the Board of Directors of Glaukos Corp. and has since 2014; Celanese Corp., since 2005; and Stepstone Group, Inc. since 2020. Mr. Hoffmeister received a bachelor’s of science degree from University of Minnesota and a M.B.A. from University of Chicago. The Board believes Mr. Hoffmeister should serve as a director due to his strong finance background and extensive experience as a chief financial officer of a global biotechnology company.

Donald M. Abbey

    Mr. Abbey, 57, has been a director since January 2018 and is a member of the Nominating Committee and the Compensation Committee. Mr. Abbey is currently serving as Executive Vice President, Global Business Services, IT, Quality and Regulatory Affairs at Dexcom, Inc. (“Dexcom”). Mr. Abbey joined Dexcom in May of 2016. Prior to joining Dexcom, Mr. Abbey was with Becton Dickinson (who acquired CareFusion Corporation in 2015 and which was spun out of Cardinal Health in 2009 (collectively, “BD”) from 2007. Mr. Abbey served in many roles over his years at BD including most recently as the Senior Vice President, Quality and Regulatory. Prior to his time at BD, Mr. Abbey held senior quality and regulatory affairs and general management positions with Respironics, Welch Allyn and Philips Healthcare. Mr. Abbey began his career at Varian Medical and Boston Scientific holding positions with increasing responsibility in research and development and quality. Mr. Abbey received a B.S.E.E from Washington State University and a M.B.A from University of Washington. The Board believes Mr. Abbey should serve as a director due to his extensive knowledge and experience in the medical industry and particularly, his knowledge of compliance and regulatory requirements.

Laurie Hernandez

Ms. Hernandez, 66, has been a director since July 2021 and is a member of the Nominating Committee. Ms. Hernandez is a retired healthcare executive with over 25 years of strategic healthcare experience. Ms. Hernandez joined Baxter Healthcare Corporation (“Baxter”) in November of 2007 and has assumed a wide variety of strategic positions over her 10 years with that company. Prior to joining Baxter, Ms. Hernandez was with Hospira Inc. in Lake Forest, Illinois. Ms. Hernandez previously served on the boards of Sinai Health System in Chicago, Illinois and Lambs Farm in Libertyville, Illinois. The Board believes Ms. Hernandez should serve as a director due to her extensive experience in the medical industry.

Kolleen T. Kennedy

Ms. Kennedy, 64, has been a director since December 2021 and recently retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems (“Varian”) in December 2021. Ms. Kennedy joined Varian in 1997 as Marketing
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Manager for radiation therapy delivery systems, and assumed other strategic roles over 24 years including Executive Vice President of Varian Oncology Systems, the market leading radiation therapy business division with nearly 7,000 employees worldwide. Prior to joining Varian, Ms. Kennedy was with Siemens Medical Systems and Radiation Oncology Computer Systems in oncology product sales and marketing. Ms. Kennedy received BS degrees in Radiation Oncology and Psychology from Wayne State University as well as an MS degree in Medical Physics from the University of Colorado. Ms. Kennedy currently serves on the board of IPG Photonics since 2023 and Wayne State University Foundation since 2018, served on the board of the City Cancer Challenge Foundation from 2018 to 2022, and served on the board of the Radiation Oncology Institute from 2018 to 2021. The Board believes Ms. Kennedy should serve as a director due to her relevant knowledge and history in the medical industry.
    
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
    Deloitte & Touche LLP (“Deloitte”) has been the Company’s independent registered public accounting firm since its selection by the Audit Committee on March 19, 2008. Deloitte was most recently ratified by the stockholders at the 2023 Annual Meeting of Stockholders as the independent registered public accounting firm of the Company for the year ended December 31, 2023.

    The Audit Committee has appointed Deloitte to continue as the independent registered accounting firm of the Company for the year ending December 31, 2024. Representatives of Deloitte are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and respond to appropriate questions. Although the ratification by stockholders is not required by our bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
    
    The Board recommends that you vote FOR the ratification of the appointment of Deloitte.

Fees Paid to Auditors
    
    It is the policy of our Audit Committee to have the engagement of our independent registered public accounting firm to perform any audit or non-audit services approved in advance by the Audit Committee. Such approval authority is delegated to the Chairman of the Audit Committee on behalf of the Audit Committee as permitted by the Audit Committee Charter. In 2022 and 2023, all fees to our auditors were pre-approved by the Audit Committee.

    Deloitte was our independent registered public accounting firm in 2022 and 2023. Fees billed by Deloitte for 2022 and 2023 were as follows:
20222023
Audit fees$6,206,800 $6,322,159 
Tax fees$810,433 $779,243 
All other fees *$3,992,758 $48,305 
____________________________
* The 2022 other fees were primarily for advisory services performed by Deloitte with regards to the integration of the Smiths Medical business acquired on January 6th, 2022.


Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended, our Board is requesting that stockholders approve, on a non-binding, advisory basis, the compensation of our named executive officers for 2023 as described in the CD&A and Executive Compensation tables on pages 9 through 19 of this Proxy Statement.

    The Board believes that the information provided above in the CD&A and Executive Compensation sections of this Proxy Statement demonstrates that our executive compensation programs are designed to emphasize pay for performance and are directed toward aligning management’s interests with our stockholders’ interests. Accordingly, our Board recommends that stockholders approve the following resolution:
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RESOLVED, that the stockholders of ICU Medical, Inc. approve, on an advisory basis, the compensation paid to the Company's named executive officers as described in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.

    This advisory Say-On-Pay vote is non-binding on the Board. Although the vote is non-binding, the Board and our Compensation Committee will review and thoughtfully consider the voting results when making future decisions concerning the compensation of the Company's named executive officers.
    
The Board recommends a vote FOR approval of the compensation of the Company's named executive officers.

ANNUAL REPORT

    Accompanying this Proxy Statement for those stockholders receiving the Proxy Statement in mail is the Company's 2023 Annual Report. The 2023 Annual Report is available free of charge on the Company's website at https://ir.icumed.com/financial-information or you can request a copy free of charge by internet at www.proxyvote.com, by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com.

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov.
NOMINATION OF DIRECTORS AND SUBMISSION OF STOCKHOLDER PROPOSALS

    Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to the Company at its principal executive offices no later than December 3, 2024 .

Stockholders intending to present a proposal (including a director nomination) at the 2025 Annual Meeting, which proposal would not be included in next year’s proxy materials, must comply with the requirements set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not less than ninety (90) days or more than one hundred twenty (120) days prior to the on-year anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or director nomination for the 2025 Annual Meeting of Stockholders not later than February 14, 2025 and not earlier than January 15, 2024. The notice must contain the information required by the Amended and Restated Bylaws, a copy of which is available upon request to our Secretary. In the event that the date of the 2025 Annual Meeting is more than 30 days before or more than 60 days after May 15, 2025 (the one year anniversary of this year’s Annual Meeting), then our Secretary must receive such written notice not more than the hundred twentieth (120th) day prior to the 2025 Annual Meeting and not later than (i) the ninetieth (90th) day prior to the 2025 Annual Meeting or, (ii) if later, the tenth (10th) day following the day on which public disclosure of the date of the 2025 Annual Meeting is first made by us.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

In connection with our 2025 Annual Meeting, we intend to file a proxy statement and a WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2025 Annual Meeting.
OTHER MATTERS

    The Company knows of no other matters to be brought before the Annual Meeting. If any other matters are properly presented for action, the persons named in the accompanying proxy intend to vote on such matters in their discretion.

SOLICITATION OF PROXIES

    The cost of this solicitation of proxies will be borne by the Company. Solicitations will be made on our behalf by mail, telephone, electronic transmission or in person by directors, officers and other employees of the Company, but such persons will not receive compensation for such services over and above their regular salaries. The Company will reimburse brokers,
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banks, custodians, nominees and fiduciaries holding stock in their names or in the names of beneficial owners for their reasonable charges and expenses in forwarding proxies and proxy materials to the beneficial owners of such stock.

HOUSEHOLDING
    
The SEC has adopted rules that allow a company to deliver a single proxy statement and annual report to two or more stockholders sharing the same address. This method of delivery, known as “householding," permits us to realize cost savings, reduces the amount of duplicate information stockholders receive, and reduces the environmental impact of printing and mailing documents to you. Under this process, certain stockholders will receive only one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Any stockholders who object to or wish to begin householding may notify Broadridge by calling toll-free at 800-542-1061, or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. We will send an individual copy of the proxy statement to any stockholder who revokes their consent to householding within 30 days of our receipt of such revocation.

                    BY ORDER OF THE BOARD OF DIRECTORS
                    https://cdn.kscope.io/b7fac6b8523c084301ddb8735a1bb086-virginiaesignaturea09.jpg
                    Virginia Sanzone, Corporate Vice President General Counsel and Secretary

ANNEX A
Use of Non-GAAP Financial Information

    This Proxy Statement contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Our management believes that the non-GAAP data provides useful supplemental information to management and investors regarding our performance and facilitates a more meaningful comparison of results of operations between current and prior periods. The non-GAAP financial measures included in this Proxy Statement are Adjusted EBITDA, adjusted diluted earnings per share ("Adjusted Diluted EPS") and Free Cash Flow ("FCF"). Adjusted EBITDA excludes from net loss: interest, net; stock compensation expense; depreciation and amortization expense; restructuring, strategic transaction and integration expense; adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value; change in fair value of contingent earn-out; quality system and product-related remediation charges; asset write-offs and similar charges and provision for income taxes. Adjusted Diluted EPS excludes, net of tax from diluted earnings per share: stock compensation expense; intangible asset amortization expense; restructuring, strategic transaction and integration expense; adjustments to reverse the cost recognition related to the purchase accounting write-up of inventory to fair value; change in the fair value of contingent earn-out; quality system and product-related remediation; asset write-offs and similar charges; the estimated income tax impact from the adjustments calculated using the specific tax rate applied to each adjustment based on the nature of the item/or the tax jurisdiction in which the item was recorded; and earnings per share impact on net loss due to use of basic versus diluted weighted average shares. FCF means net cash provided by (used in ) operating activities minus purchase of property, plant and equipment, plus proceeds from sale of assets.

    The non-GAAP financial measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. There are limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies.

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Reconciliations of GAAP to non-GAAP Financial Measures
(in thousands, except per share data)
Adjusted EBITDA
Year Ended
December 31,
20232022
 GAAP net loss$(29,655)$(74,286)
 Non-GAAP adjustments:
Interest, net (a)95,219 66,375 
   Stock compensation expense (b)40,563 36,025 
   Depreciation and amortization expense (c)228,774 235,151 
   Restructuring, strategic transaction and integration expense (d)41,258 71,421 
Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair value (e)— 26,519 
Change in fair value of contingent earn-out (f)(16,247)(32,091)
Quality system and product-related remediation charges (g)58,243 70,036 
Asset write-offs and similar charges (h)6,604 (374)
   Provision for income taxes (i)(48,644)(40,123)
     Total non-GAAP adjustments 405,770 432,939 
 Adjusted EBITDA $376,115 $358,653 
Adjusted Diluted Earnings Per Share
20232022
 GAAP diluted loss earnings per share $(1.23)$(3.11)
 Non-GAAP adjustments:
   Stock compensation expense (b)1.66 1.48 
   Amortization expense (c)5.41 5.74 
   Restructuring, strategic transaction and integration expense (d)1.69 2.94 
Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair value (e)— 1.09 
Change in fair value of contingent earn-out (f)(0.66)(1.32)
Quality system and product-related remediation charges (g)2.38 2.89 
Asset write-offs and similar charges (h)0.27 (0.02)
   Estimated income tax impact from adjustments (j)(2.79)(3.25)
Earnings per share impact on net loss due to use of basic versus diluted weighted average shares0.02 0.07 
 Adjusted diluted earnings per share $6.75 $6.51 
__________________________________
(a) We exclude interest in deriving Adjusted EBITDA as interest can vary significantly among companies depending on a company's level of income generating instruments and/or level of debt.
(b) We exclude stock-based compensation in deriving Adjusted EBITDA and adjusted diluted earnings per share as stock-based compensation is generally fixed at the time the stock-based instrument is granted and amortized over a period of several years. The value of stock options is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. The value of our restricted stock awards is determined using the grant date stock price, which may not be indicative of our operational performance over the expense period. Additionally, in order to establish the fair value of performance-based stock awards, which are currently an element of our ongoing stock-based compensation, we are required to apply judgment to estimate the probability of the extent to which performance objectives will be achieved. Based on the above factors, we believe it is useful to exclude stock-based compensation in order to better understand our operating performance.
(c) We exclude depreciation expense in deriving Adjusted EBITDA because companies utilize productive assets of different ages and the depreciable lives can vary significantly resulting in considerable variability in depreciation expense among companies. We exclude intangible asset amortization expense in deriving Adjusted EBITDA and adjusted diluted earnings per share because we do not acquire businesses or capitalize certain patent costs on a predictable cycle. The amount of purchase price allocated to intangible assets and the term of amortization
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can vary significantly and are unique to each acquisition. Capitalized patent costs can vary significantly based on our current level of development activities. We believe that excluding amortization of intangible assets provides the users of our financial statements with a consistent basis for comparison across accounting periods.

(d) We exclude restructuring and strategic transaction charges in deriving Adjusted EBITDA and adjusted diluted earnings per share as they result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financial statements, these unusual transactions may limit the comparability of our ongoing operations with prior and future periods.

(e) We exclude adjustments to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value in deriving Adjusted EBITDA and adjusted diluted earnings per share as the inventory step-up represents the expense recognition of fair value adjustments in excess of the historical cost basis of inventory obtained through acquisition, these charges are outside of our normal operations and so are excluded.

(f) We exclude changes in fair value of contingent earn-outs in deriving Adjusted EBITDA and adjusted diluted earnings per share as they are recorded in connection with business combinations. We exclude items that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts, and lack of predictability as to occurrence and/or timing.

(g) We exclude quality system product-related remediation charges in deriving Adjusted EBITDA and adjusted diluted earnings per share as they may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.

(h) We may write-off certain assets or we may sell certain assets. We exclude the non-cash gain/loss on the write-off/sale of these assets in determining our non-GAAP financial measures as they may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.

(i) We exclude taxes in deriving Adjusted EBITDA as taxes are deemed to be non-core to the business and may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.

(j) Non-GAAP income tax provision includes the tax impact of the following adjustments: stock compensation expense; intangible asset amortization expense; restructuring, strategic transaction and integration; adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair value; contract settlement; and quality system product-related remediation charges. The non-GAAP effective income tax rate includes the tax rate effect of the above adjustments calculated using the specific tax rate applied to each adjustment based on the nature of the item/or the tax jurisdiction in which the item has been recorded.

Free Cash Flow
Twelve months ended
December 31
20232022
Net cash provided by (used in) operating activities