DEF 14A of Icu Medical Inc/De, Apr 2, 2024

DEF 14A of Icu Medical Inc/De

Filed Apr 2, 2024 · FY20230000883984-24-000010

Open on EDGAR

  1. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  2. Executive Compensation Program Highlights

    Executive Compensation Program Highlights Pay for Performance “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.

  3. Strong Governance and Other Compensation Practices

    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.

  4. 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:

  5. Engagement of Compensation Consultant

    | CONMED | Hologic | Patterson Companies | | The Cooper Companies | Integer Holdings | Sotera Health Company | | DENTSPLY SIRONA | Integra LifeSciences Holdings | STERIS plc | | Envista Holdings | Masimo | Teleflex | | Haemonetics | Nuvasive | |

  6. Engagement of Compensation Consultant

    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.

  7. Annual Cash Incentives

    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.

  8. Annual Cash Incentives

    | Name | Threshold Bonus (% of Target Bonus) | Target Bonus (% of 2023 Base Salary) | Stretch Bonus (% of Target Bonus) | | Vivek Jain | 50% | 100% | 150% | | Brian Bonnell | 50% | 60% | 150% | | Christian Voigtlander | 50% | 60% | 150% | | Daniel Woolson | 50% | 60% | 150% | | Virginia Sanzone | 50% | 60% | 150% |

  9. Annual Cash Incentives

    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:

  10. Annual Cash Incentives

    | | Threshold Goal | Target Goal | Stretch Goal | | Adjusted EBITDA Performance for Executive Plan (in millions) | $375 | $400 | $425 | | Free Cash Flow (in Millions) | $50 | $100 | $150 | | MIP % Payout | 50% | 100% | 150% |

  11. Annual Cash Incentives

    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 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.

  12. Annual Cash Incentives

    | Name | Salary | Potential Threshold Bonus | Potential Target Bonus | Potential Maximum Bonus | Actual Bonus Paid | Actual 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% |

  13. Equity Awards

    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.

  14. Equity Awards

    | Name | Time-based RSUs Value ($) | Performance-based RSUs Target Value ($) | | Vivek Jain | 2,250,000 | 2,250,000 | | Brian Bonnell | 1,500,000 | 1,500,000 | | Christian Voigtlander | 1,500,000 | 1,500,000 | | Dan Woolson | — | 1,350,000 | | Virginia Sanzone | 750,000 | 750,000 |

  15. Equity Awards

    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:

  16. Equity Awards

    | Name | Time-Based RSUs (#) | Time-Based RSUs Grant-Date Fair Value ($)(1) | PRSUs (#)(2) | PRSUs Grant-Date Fair Value ($)(1) | | Vivek Jain | 14,615 | 2,777,142 | 14,616 | 2,777,332 | | Brian Bonnell | 9,743 | 1,851,365 | 9,744 | 1,851,555 | | Christian Voigtlander | 9,743 | 1,851,365 | 9,744 | 1,851,555 | | Daniel Woolson | — | — | 8,770 | 1,666,475 | | Virginia Sanzone | 4,872 | 925,777 | 4,872 | 925,777 |

  17. Equity Awards

    ____________________________ (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 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.

  18. Equity Awards

    | | | 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% | 0.0x | 0.25x | 0.5x | 0.75x | 1.0x | | | 3% | 0.25x | 0.5x | 0.75x | 1.0x | 1.25x | | | 6% | 0.5x | 0.75x | 1.0x | 1.25x | 1.75x | | | 9% | 0.75x | 1.0x | 1.25x | 1.75x | 2.25x | | | 12% | 1.0x | 1.25x | 1.75x | 2.25x | 2.5x |

  19. Equity Awards

    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.

  20. Equity Awards

    | "Net Synergy Savings" Target | Vesting Percentage | | Less than $25,000,000 | —% | | $35,000,000 | 100% | | $45,000,000 or over | 200% |

  21. Severance and Change in Control Payments and Benefits

    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 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.

  22. Clawback Policy

    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).

  23. Section 280G of the Code

    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.

  24. Accounting Considerations

    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.

  25. Summary Compensation Table

    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.

  26. Summary Compensation Table

    | Name and principal position | Year | 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 Officer | 2023 | 775,000 | — | 5,554,475 | 465,000 | 16,500 | 6,810,975 | | | 2022 | 755,769 | 387,500 | 4,500,075 | — | 13,725 | 5,657,069 | | | 2021 | 650,000 | — | 3,757,858 | 650,000 | 13,500 | 5,071,358 | | Brian Bonnell, Chief Financial Officer | 2023 | 475,000 | 23,085 | 3,702,920 | 171,000 | 16,500 | 4,388,505 | | | 2022 | 462,692 | 142,500 | 3,000,206 | — | 13,725 | 3,619,123 | | | 2021 | 395,000 | — | 3,288,295 | 237,000 | 13,500 | 3,933,795 | | Christian Voigtlander, Chief Operating Officer | 2023 | 500,000 | — | 3,702,920 | 180,000 | 16,500 | 4,399,420 | | | 2022 | 487,692 | 150,000 | 3,000,206 | — | 13,725 | 3,651,623 | | | 2021 | 420,000 | — | 3,288,295 | 252,000 | 13,500 | 3,973,795 | | Dan Woolson, Corporate Vice President, General Manager - Infusion Systems | 2023 | 375,000 | 17,550 | 1,666,475 | 135,000 | 16,500 | 2,210,525 | | | 2022 | 363,462 | 112,500 | 1,350,233 | — | 13,725 | 1,839,920 | | | 2021 | 300,000 | — | 1,200,183 | 180,000 | 13,500 | 1,693,683 | | Virginia Sanzone, Corporate Vice President, General Counsel | 2023 | 430,000 | 20,898 | 1,851,555 | 154,800 | 16,500 | 2,473,753 | | | 2022 | 410,000 | 129,000 | 1,500,102 | — | 13,725 | 2,052,827 | | | 2021 | 300,000 | 30,000 | 1,350,107 | 180,000 | 13,500 | 1,873,607 |

  27. Summary Compensation Table

    ____________________________ (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.

  28. Summary Compensation Table

    | Name | Time-based RSUs Value ($) | Performance-based RSUs Target Value ($) | Total Stock Award | | Vivek Jain | 2,250,000 | 2,250,000 | 4,500,000 | | Brian Bonnell | 1,500,000 | 1,500,000 | 3,000,000 | | Christian Voigtlander | 1,500,000 | 1,500,000 | 3,000,000 | | Dan Woolson | — | 1,350,000 | 1,350,000 | | Virginia Sanzone | 750,000 | 750,000 | 1,500,000 |

  29. Summary Compensation Table

    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.

  30. Summary Compensation Table

    | | Performance-Based RSUs | | | Name | Target ($) | Maximum ($) | | Vivek Jain | 2,777,332 | 6,943,330 | | Brian Bonnell | 1,851,555 | 4,628,888 | | Christian Voigtlander | 1,851,555 | 4,628,888 | | Dan Woolson | 1,666,475 | 1,666,475 | | Virginia Sanzone | 925,777 | 2,314,443 |

  31. Summary Compensation Table

    (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.

  32. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table presents awards in 2023 under the Company’s various incentive award plans.

  33. Grants of Plan-Based Awards in 2023

    | | | | Estimated Possible Payouts Under non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant date fair value of stock and option awards ($)(1) | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vivek Jain | | | | | | | | | | | | | Performance bonus (2) | 02/16/23 | 387,500 | 775,000 | 1,162,500 | | | | | | | | Performance RSUs (3) | 05/17/23 | | | | 3,654 | 14,616 | 36,540 | | 2,777,332 | | | RSUs (4) | 05/17/23 | | | | | | | 14,615 | 2,777,142 | | Brian Bonnell | | | | | | | | | | | | | Performance bonus (2) | 02/16/23 | 142,500 | 285,000 | 427,500 | | | | | | | | Performance RSUs (3) | 05/17/23 | | | | 2,436 | 9,744 | 24,360 | | 1,851,555 | | | RSUs (4) | 05/17/23 | | | | | | | 9,743 | 1,851,365 | | Christian Voigtlander | | | | | | | | | | | | | Performance bonus (2) | 02/16/23 | 150,000 | 300,000 | 450,000 | | | | | | | | Performance RSUs (3) | 05/17/23 | | | | 2,436 | 9,744 | 24,360 | | 1,851,555 | | | RSUs (4) | 05/17/23 | | | | | | | 9,743 | 1,851,365 | | Daniel Woolson | | | | | | | | | | | | | Performance bonus (2) | 02/16/23 | 112,500 | 225,000 | 337,500 | | | | | | | | Performance RSUs (3) | 05/17/23 | | | | 8,770 | 8,770 | 8,770 | | 1,666,475 | | Virginia Sanzone | | | | | | | | | | | | | Performance bonus (2) | 02/16/23 | 129,000 | 258,000 | 387,000 | | | | | | | | Performance RSUs (3) | 05/17/23 | | | | 1,218 | 4,872 | 12,180 | | 925,777 | | | RSUs (4) | 05/17/23 | | | | | | | 4,872 | 925,777 |

  34. Grants of Plan-Based Awards in 2023

    ____________________________ (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 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.

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

    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.

  36. Outstanding Equity Awards at December 31, 2023

    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.

  37. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 Jain | 11,607 | — | $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 Bonnell | | | | | 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) | | Christian Voigtlander | 66,667 | — | $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 Woolson | | | | | 1,932 | $192,698(2) | | | | | | | | | 5,792 | $577,694(5) | | | | | | | | | 2,020 | $201,475(7) | | | | | | | | | 2,923 | $291,540(8) | 5,847 | $583,180(8) | | Virginia Sanzone | | | | | 2,146 | $214,042(2) | | | | | | | | | 4,872 | $485,933(3) | | | | | | | | | 6,436 | $641,927(5) | | | | | | | | | 2,273 | $226,709(7) | | | | | | | | | | | 1,218 | $121,483(6) |

  38. Outstanding Equity Awards at December 31, 2023

    ___________________________ (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.

  39. Options Exercised and Stock Vested

    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.

  40. Options Exercised and Stock Vested

    | | | Option awards | | Stock Awards | | | Name | Grant Type | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting(2) ($) | | Vivek Jain | Option | 60,000 | $7,533,405 | | | | | PRSU | | | 9,994 | $1,611,533 | | | RSU | | | 7,516 | $1,186,964 | | Brian Bonnell | PRSU | | | 8,745 | $1,410,131 | | | RSU | | | 5,905 | $932,851 | | Christian Voigtlander | PRSU | | | 8,745 | $1,410,131 | | | RSU | | | 5,905 | $932,851 | | Daniel Woolson | PRSU | | | 3,437 | $543,955 | | | RSU | | | 965 | $151,959 | | Virginia Sanzone | PRSU | | | 3,867 | $612,012 | | | RSU | | | 1,072 | $168,808 |

  41. Options Exercised and Stock Vested

    ____________________________ (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.

  42. Potential Payments upon Termination or Change in Control

    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 •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: •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

  43. Potential Payments upon Termination or Change in Control

    •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:

  44. Potential Payments upon Termination or Change in Control

    | Change in Control Termination | | | | | | | | Vivek Jain | Brian Bonnell | Christian Voigtlander | Daniel Woolson | Virginia Sanzone | | Number of PRSU/RSUs that would accelerate | 80,446 | 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 |

  45. Potential Payments upon Termination or Change in Control

    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:

  46. Potential Payments upon Termination or Change in Control

    | Termination not in Connection with a Change in Control | | | | | | | | Vivek Jain | Brian Bonnell | Christian Voigtlander | Daniel Woolson | Virginia Sanzone | | Number of PRSU/RSUs that would accelerate | 10,099 | | | | | | 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 |

  47. Potential Payments upon Termination or Change in Control

    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.

  48. Director Compensation

    Director Compensation In 2023, our non-employee directors received an annual cash retainer paid on a quarterly basis as follows:

  49. Director Compensation

    | | Board | Lead Director | Audit Committee | Compensation Committee | Nominating/Corporate Governance Committee | | Annual Retainer - chairperson | — | $98,500 | $102,000 | $92,500 | $85,000 | | Annual Retainer - member | $75,000 | | — | — | — |

  50. Director Compensation

    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.

  51. 2023 Director Compensation Table

    2023 Director Compensation Table

  52. 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) | $— | $— | $— |

  53. 2023 Director Compensation Table

    ____________________________ (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.

  54. CEO Pay Ratio

    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.

  55. Pay Versus Performance

    Pay Versus Performance Disclosure of Compensation Actually Paid versus Performance

  56. Pay Versus Performance

    | 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) | | | | 2023 | 6,810,975 | $(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 |

  57. Pay Versus Performance

    _________________________________ (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

  58. Pay Versus Performance

    | | | 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) |

  59. Pay Versus Performance

    __________________________ (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. (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

  60. Pay Versus Performance

    | | | 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 |

  61. Pay Versus Performance

    __________________________ (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. Tabular List of Most Important Financial Performance Measures 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

  62. Proposal 1- Election of Directors

    Proposal 1- Election of Directors

  63. Nominees and 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 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

  64. Nominees and Directors

    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 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.