DEF 14A of Icu Medical Inc/De, Apr 2, 2026

DEF 14A of Icu Medical Inc/De

Filed Apr 2, 2026 · FY20250000883984-26-000019

Open on EDGAR

  1. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  2. Executive Summary

    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, as well as 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 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 at or above target or to deliver below target compensation when the Company and/or individuals underperform. •Mix of compensation components and incentives. We structure compensation packages to be a balanced mix of cash and equity compensation and we focus more on variable performance-based incentives (such as our annual bonus opportunity and equity awards) and less on fixed compensation (such as base salary). For 2025, on average, approximately 86% of our named executive officers’ target total direct compensation consisted of “variable” pay. In 2025, base salaries were maintained at their same level since 2022, except for an increase for Mr. Woolson for his change in responsibilities relating to his role as President that occurred at the end of 2024. Our base salaries remain below the median of our compensation peer group and, accordingly, performance-based incentive compensation remains critical for the retention of our executive officers. •Performance-based equity. A significant portion of our long-term incentive compensation opportunities granted to our executive officers in the form of equity awards is earned based 100% on the achievement of financial and individual performance objectives rather than solely through time-based vesting.

  3. Strong Governance and Other Compensation Policies and Practices

    Strong Governance and Other Compensation Policies and Practices We endeavor to maintain strong 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 policies and 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 or "gross-up" 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 equity securities. •No Defined Benefit Pension. We do not currently offer, nor do we have plans to provide, defined benefit pension arrangements. At this time, we maintain a defined contribution 401(k) plan, 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, Peer Group and Market Data

    Engagement of Compensation Consultant, Peer Group and Market Data 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. The Compensation Committee has assessed the independence of Compensia and concluded that no conflict of interest exists that would prevent Compensia from independently representing the Compensation Committee. The compensation peer group below was used by the Compensation Committee during 2025 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. For 2025, our compensation peer group included the following companies:

  5. Engagement of Compensation Consultant, Peer Group and Market Data

    | CONMED | Hologic | Sotera Health Company | | DENTSPLY SIRONA | Integer Holdings | STERIS plc | | Enovis | Integra LifeSciences Holdings | Teleflex | | Envista Holdings | Masimo | The Cooper Companies | | Haemonetics | Merit Medical Systems | |

  6. Engagement of Compensation Consultant, Peer Group and Market Data

    Based on the peer analysis performed by Compensia in 2025 for the purpose of selecting our 2025 peer group, Patterson Companies was removed, and Enovis was added. In general, peer companies are removed when they no longer fit the selection criteria or if they undergo a transaction to go private, as described further below, and added when they reflect the financial and industry characteristics more similar to our company. 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. As such, in determining the appropriate level and form of compensation, the Compensation Committee periodically reviews competitive market data relating to the cash and equity compensation of similarly-sized medical device and life sciences companies that is provided by Compensia.

  7. Annual Cash Bonus Program

    Annual Cash Bonus Program Overview As part of its annual review of our executive compensation program and pursuant to the terms of our Management Incentive Plan (“MIP”), the Compensation Committee sets target annual cash bonus opportunities for our executive officers and selects the financial performance 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. The following table presents the 2025 target annual cash bonus opportunities (calculated as a percentage of base salary) and the eligible MIP payment range (threshold, target and maximum) for each named executive officer, which were unchanged from 2024.

  8. Annual Cash Bonus Program

    | Name | Threshold Bonus (% of Target Bonus) | Target Bonus (% of 2025 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 Bonus Program

    For 2025, payouts under the MIP for our named executive officers and all other employees who participate in the MIP were based on the Company’s achievement of preestablished Adjusted EBITDA (weighted 75%) and FCF (weighted 25%) goals. The Compensation Committee determined to use Adjusted EBITDA as a short-term performance measure under our 2025 MIP because it believes Adjusted EBITDA is a positive indicator of our operating results and increased stockholder value and aligns our executive officer's short-term incentive compensation opportunity with a key financial metric. The Compensation Committee also determined to use FCF as a performance measure under our 2025 MIP in order to reward our executive officers for efficient deployment and utilization of capital and to align the executive officer's short-term incentive compensation opportunity with a second key company objective. For purposes of the 2025 MIP: • “Adjusted EBITDA” generally 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, asset write-offs and similar charges, settlements, gain on sale of business, noncash release of loss on contract provision, gross profit on contract manufacturing, and income tax expense, as further described in Annex A to this proxy statement; •“FCF” generally means net cash provided by operating activities minus purchase of property, plant and equipment, plus proceeds from sale of assets, as shown in Annex A to this proxy statement. In addition, each tentative payout under the MIP may be further adjusted at the discretion of the Compensation Committee on any relevant factor the Committee choses, including based on individual performance factors. Based on the achievement of Adjusted EBITDA and FCF, the 2025 MIP would fund to a certain bonus pool amount. The Compensation Committee was permitted to allocate the bonus pool under the 2025 MIP among the participants, including the named executive officers, in its discretion and was not required to allocate the entire pool. MIP Targets and Funding Levels Based on a review of current economic conditions, the Compensation Committee established the following Adjusted EBITDA (weighted 75%) and FCF (weighted 25%) performance goals for the 2025 MIP, represented here before the prescribed plan adjustments related to the joint venture transaction and changes in tariff policy:

  10. Annual Cash Bonus Program

    | | Threshold Goal | Target Goal | Stretch Goal | | Adjusted EBITDA Performance for Executive Plan (in Millions) | $395 | $410 | $425 | | Free Cash Flow (in Millions) | $45 | $85 | $125 | | MIP Payout (% of Target Bonus) | 50% | 100% | 150% |

  11. Annual Cash Bonus Program

    Performance Against the MIP Targets The 2025 MIP performance targets reflected above were established without regard to the joint venture transaction and changes in tariff policy, both of which were anticipated at the time but the impacts of which were difficult to quantify. Therefore, actual performance under the MIP was calculated excluding these impacts. These adjustments ensure that 2025 MIP payouts remain aligned with core operational performance and management's execution of the strategic plan. The adjustment for the impact of the joint venture transaction accounts for lost earnings and cash flows resulting from the deconsolidation of our IV Solutions business, which transitioned to a joint venture (the "joint venture") during 2025 in which the Company now holds a noncontrolling interest. This ensures that the performance of the remaining wholly owned operations is measured fairly against the original targets. For the 2025 MIP, the adjustments relating to changes in tariff policy calculated approximately 50% of the value of the incremental tariff impacts recognized in 2025. The 2025 MIP design also allowed for adjustments resulting from changes in tariff and trade policies for up to 50% of the incremental tariff expense as the Compensation Committee determined that sharing the economic impacts from additional tariffs between management and shareholders was equitable given the unique, pervasive and evolving nature of this item. Although the 2025 MIP permitted adjustment for up to 50% of the incremental incurred tariff expense, given the Company's underlying performance, the full 50% allowed adjustment was not required to achieve the maximum targets in the plan based on the relative weighting of the financial metrics. The Adjusted EBITDA and FCF results were adjusted by $4 million out of the $26 million of incremental tariff expense recognized by the Company during 2025 and by $18 million of the incremental $30 million of incremental tariffs paid by the Company during 2025, respectively.The following table reconciles our reported non-GAAP reported results for Adjusted EBITDA and FCF to the final performance metrics for the 2025 MIP:

  12. Annual Cash Bonus Program

    | | Amount (in Millions) | | Reported Adjusted EBITDA | $403.8 | | (+) Joint Venture Deconsolidation | 17.0 | | (+) Tariff Policy (increase amount limited by maximum stretch goal ceiling) | 4.2 | | Final Adjusted EBITDA Performance for 2025 MIP | $425.0 | | Reported FCF | $99.9 | | (+) Joint Venture Deconsolidation | 7.0 | | (+) Tariff Policy (increase amount limited by maximum stretch goal ceiling) | 18.1 | | Final FCF Performance for 2025 MIP | $125.0 |

  13. Annual Cash Bonus Program

    Based on the Company's reported 2025 Adjusted EBITDA and FCF performance of $403.8 million and $99.9 million, respectively, with consideration of the above mentioned items, which amounted to a final 2025 Adjusted EBITDA and final FCF of $425.0 million and $125.0 million, respectively, the Compensation Committee approved the funding of the bonus pool under the 2025 MIP at 150% of target. The Compensation Committee determined that the bonus payout for each eligible participant would be a base of 110% of target, to be paid in March 2026, with the remaining 40% to be deferred and paid during the fourth quarter of 2026, subject to continued service through the applicable payment date (thereby furthering the Company's retention objectives). Based on the review of each named executive officer's individual performance and contributions to the Company for 2025 (as described hereafter) with consideration given for individual contributions to work performed in 2025, the Compensation Committee determined that each of Mr. Jain, Mr. Voigtlander, Mr. Bonnell, Mr. Woolson and Ms. Sanzone earned an annual cash bonus payout equal to 150% of their target annual cash bonus opportunities. Specifically, the Compensation Committee considered the named executive officers' contributions for significant efforts relating to the joint venture announced in November 2024 which closed during 2025, amidst a challenging and volatile economic environment. The Compensation Committee also recognized the ongoing extensive demands placed on these executive officers throughout the year with respect to other current projects and operations of the Company. The following table presents the threshold, target and stretch annual cash bonus payouts under the 2025 MIP, as well as the actual amounts earned under the 2025 MIP by each named executive officer for 2025 following the application of each named executive officer's individual performance factor:

  14. Annual Cash Bonus Program

    | 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 | $1,162,500 | 150% | | Brian Bonnell | $475,000 | $142,500 | $285,000 | $427,500 | $427,500 | 150% | | Christian Voigtlander | $500,000 | $150,000 | $300,000 | $450,000 | $450,000 | 150% | | Daniel Woolson | $400,000 | $120,000 | $240,000 | $360,000 | $360,000 | 150% | | Virginia Sanzone | $430,000 | $129,000 | $258,000 | $387,000 | $387,000 | 150% |

  15. Equity Awards

    Equity Awards We grant equity awards to our executive officers to align their economic 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 increase the sustained value of our common stock. 2025 Equity Awards In March 2025, as part of its annual review of our executive compensation program, the Compensation Committee approved the grant of PRSU awards and RSU awards to our named executive officers. This decision was based, in part, on the Compensation Committee's continued belief that granting a combination of PRSUs and RSUs effectively balance the Company’s pay-for-performance and retention objectives, and the PRSUs effectively drive performance on specific financial metrics that will translate into long-term stockholder value creation. The following table presents the dollar values of the RSU awards and the PRSU awards (at target) approved by the Compensation Committee in March 2025, these target values were flat as compared to the target values of the equity awards granted in the prior year:

  16. Equity Awards

    | Name | RSUs Target Value ($) | PRSUs Target Value ($) | | Vivek Jain | 2,250,000 | 2,250,000 | | Brian Bonnell | 1,500,000 | 1,500,000 | | Christian Voigtlander | 1,500,000 | 1,500,000 | | Daniel Woolson | 675,000 | 675,000 | | Virginia Sanzone | 1,000,000 | 1,000,000 |

  17. Equity Awards

    These target values above were then used to determine the number of units to be granted to each named executive officer for 2025 (using the price of our common stock on the grant date) and (with each earned and/or vested unit subject to conversion on a one-for-one basis into shares of our Common Stock upon settlement) as follows:

  18. Equity Awards

    | Name | Time-Based RSUs (#) | PRSUs (#)(1) | | Vivek Jain | 15,848 | 15,849 | | Brian Bonnell | 10,566 | 10,566 | | Christian Voigtlander | 10,566 | 10,566 | | Daniel Woolson | 4,755 | 4,755 | | Virginia Sanzone | 7,044 | 7,044 |

  19. Equity Awards

    (1) Number of units shown represents the total award that can be earned (at target) at the end of a three-year performance period. Consistent with our overall pay-for-performance philosophy, our Compensation Committee determined the size of the 2025 equity awards so that the target total direct compensation opportunity of the named executive officers fell in the competitive market range, as appropriate, after considering such factors as Company and individual performance, experience, longevity with the Company, internal pay parity considerations and unique requirements of the position. In addition, the Compensation Committee considered the recommendations of the Chief Executive Officer (except with respect to his own equity award); a competitive market analysis performed by Compensia; the current outstanding and unvested equity holdings of each named executive officer and their respective retention hold; and the dilutive effect of the equity awards. The RSU and PRSU awards granted to the named executive officers in 2025 were subject to the following provisions: The PRSU awards have a three-year performance period commencing January 1, 2025 and ending on December 31, 2027. Between 0% and 250% of the target number of PRSUs will be eligible to be earned and vest 50% based upon the achievement of a minimum preestablished three-year cumulative Adjusted EBITDA target over the performance period and 50% based on a minimum preestablished three-year cumulative Adjusted Revenue target. Because the current disclosure of the performance target would result in competitive harm to the Company, it will be disclosed when the performance is actually determined after the close of the performance period. Adjusted EBITDA for purposes of the PRSUs has the same meaning as Adjusted EBITDA described above under "Annual Cash Bonus Program." These performance measures were selected by our Compensation Committee as the appropriate long-term performance measures for the PRSU awards as they align the future payout (if any) with our sustained Adjusted EBITDA and Adjusted Revenue performance. The units subject to the PRSU awards that are earned will vest in full on March 7, 2028 (and be subject to conversion into shares of our Common Stock), subject to the named executive officer’s continued service through such vesting date. Any unearned PRSUs as of March 7, 2028 will be forfeited automatically on such date. The time-based RSUs awards granted to our named executive officers vest in equal annual increments over a three-year period from the date of grant, subject to each named executive officer's continued service through each vesting date. We do not pay or accrue dividend equivalents on any PRSU award or RSU awards. Performance of Equity Awards Granted In 2023, we granted PRSUs to our named executive officers. For the CEO, COO, CFO and the CVP, GC, the PRSUs cliff-vested in March 2026, subject to continued service through such vesting date and the achievement of minimum three-year Adjusted Revenue and Adjusted EBITDA compound annual growth rates, commencing on January 1, 2023 and ending on December 31, 2025, which when reviewed against a predetermined vesting matrix had the potential to vest between 0% to 250% of the awarded PRSUs. On February 11, 2026, the CEO and Compensation Committee evaluated the impacts of both the above-mentioned joint venture transaction and changes in tariff policy on our 2025 financial results. The Compensation Committee concluded that consolidated Adjusted Revenue and Adjusted EBITDA should be normalized to reflect the impact of lost revenue and associated Adjusted EBITDA related to the joint venture transaction and that while the incremental tariffs are reflected in our reported Adjusted EBITDA, these unforecasted costs were not indicative of the underlying operational execution for 2025. As such, the Compensation Committee approved an increase in Adjusted EBITDA for $13.0 million, which represents 50% of the total incremental import tariffs recognized in 2025. Both increases were to realign with assumptions used when the original performance targets were established. The following table depicts these increases to the actual results achieved:

  20. Equity Awards

    | Performance Metric | Adjusted Revenue | Adjusted EBITDA | | Actual | $6,760.0 | $1,150.0 | | (+) Joint Venture Deconsolidation | 235.0 | 17.0 | | (+) Tariff Policy | — | 13.0 | | Final Plan Result | $6,995.0 | $1,180.0 |

  21. Equity Awards

    Based on the increases discussed above, on February 11, 2026, the CEO and Compensation Committee determined that 117% of the awarded PRSUs were earned based on the Adjusted Revenue and Adjusted EBITDA compound annual growth achieved during the performance period. PRSUs. Each of the following named executive officers earned the following number of units granted under the 2023 PRSU award:

  22. Equity Awards

    | NEO | Target PRSUs (#) | PRSU Award Achievement (%) | Earned PRSU (#) | | Vivek Jain | 14,616 | 117% | 17,101 | | Brian Bonnell | 9,744 | 117% | 11,400 | | Christian Voigtlander | 9,744 | 117% | 11,400 | | Virginia Sanzone | 4,872 | 117% | 5,700 |

  23. Equity Awards

    In 2023, Mr. Woolson was granted a PRSU award that may be earned and vest as to one-third, if at all, of the total number of units 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 preestablished individual performance goals have been met with respect to the applicable year and his continued service through such annual vesting date. On February 11, 2026, the CEO and Compensation Committee determined that the 2025 individual performance goals had been met for Mr. Woolson, and therefore one-third of the total number of the 2023 PRSUs vested on the anniversary date of the award, as shown in the table below:

  24. Equity Awards

    | NEO | Target PRSUs (#) | PRSU Award Achievement (%) | Earned PRSUs (#) | | Daniel Woolson | 2,924 | 100% | 2,924 |

  25. Equity Awards

    In 2024, we granted PRSUs to our named executive officers that cliff-vested on March 8, 2026, subject to continued service through such vesting date and the achievement of minimum two-year cumulative Adjusted EBITDA, commencing on January 1, 2024 and ending on December 31, 2025, which when reviewed against a predetermined vesting matrix had the potential to vest 0% to 250% of the awarded PRSUs. In accordance with the terms of the 2024 PRSU agreements, the Compensation Committee normalized the performance metrics to account for the joint venture transaction and incremental tariffs, as detailed above. The following table depicts these adjustments to the actual results achieved:

  26. Equity Awards

    | Performance Metric | Adjusted EBITDA | | Reported | $774.0 | | (+) Joint Venture Deconsolidation | 17.0 | | (+) Tariff Policy (increase amount limited by maximum threshold in vesting matrix) | 9.0 | | Plan Result | $800.0 |

  27. Equity Awards

    Based on the adjustments above, on February 11, 2026, the CEO and Compensation Committee determined that 250% of the awarded PRSUs were earned based on the actual cumulative Adjusted EBITDA achieved during the performance period. Each of the following named executive officers earned the following number of units granted under the 2024 PRSU award:

  28. Equity Awards

    | NEO | Target PRSUs (#) | PRSU Award Achievement (%) | Earned PRSUs (#) | | Vivek Jain | 43,054 | 250% | 107,635 | | Brian Bonnell | 28,703 | 250% | 71,758 | | Christian Voigtlander | 28,703 | 250% | 71,758 | | Daniel Woolson | 6,459 | 250% | 16,148 | | Virginia Sanzone | 9,567 | 250% | 23,918 |

  29. 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 payments and benefits, and we maintain a Severance Plan, in which the remaining named executive officers participate. These arrangements provide for severance payments 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, as amended, 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). Pursuant to the terms of the 2025 and 2024 PRSU award agreements with our named executive officers, upon a corporate transaction or change of control if the award recipient remains in continuous service until at least immediately prior to such event then any outstanding units will be deemed earned and will vest immediately prior to such event in an amount calculated by applying a 2.5 times and 2.0 multiple, respectively. Pursuant to the terms of the agreement the 2025 PRSU awarded to the CEO, upon an "Involuntary Termination" (as defined in the CEO's employment agreement) will be deemed earned in accordance with the vesting matrix and shall remain outstanding and eligible to vest in accordance with the original vesting schedule, if the CEO remains in continuous service through September 15, 2026. Pursuant to the terms of the 2024 PRSUs awarded to the CEO will accelerate at a 1.0 times factor upon an "Involuntary Termination" (as defined in the CEO's employment agreement). Pursuant to the terms of the 2023 PRSU award agreements of the named executive officers (other than Mr. Woolson), upon a corporate transaction or change of control if the award recipient remains in continuous service until at least immediately prior to such event and the award is not assumed or replaced by the surviving or successor entity, then any outstanding units will be deemed earned, and will vest immediately prior to such event in an amount calculated by applying 2.0 multiple.

  30. Clawback Policy

    Clawback Policy Our compensation recovery policy effective October 2, 2023 allows us to recover erroneously paid incentive compensation received by our Section 16 officers. If we must restate our financial results as reported in a periodic or other report filed with the SEC to correct an accounting error due to material noncompliance with any financial reporting requirement under the U.S. securities laws, our Board must generally recover all performance-based incentive compensation, both cash and equity-based, which can include both time-vesting or performance vesting equity compensation awarded or paid to an executive officer covered by the policy to the extent any such compensation would not have been awarded or paid to such officer based on the restated financial results during the three completed fiscal years preceding the date on which the Company is required to prepare the restatement.

  31. Section 280G of the Code

    Section 280G of the Code Section 280G of the Internal Revenue Code (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.

  32. Accounting Considerations

    Accounting Considerations FASB 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.

  33. 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 2025. “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.

  34. 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 | 2025 | 775,000 | — | 4,500,023 | 1,162,500 | 14,519 | 6,452,042 | | | 2024 | 775,000 | — | 4,500,004 | 1,162,500 | 17,250 | 6,454,754 | | | 2023 | 775,000 | — | 5,554,475 | 465,000 | 16,500 | 6,810,975 | | Brian Bonnell, Chief Financial Officer | 2025 | 475,000 | — | 3,000,110 | 427,500 | — | 3,902,610 | | | 2024 | 475,000 | 71,250 | 3,000,038 | 427,500 | 17,250 | 3,991,038 | | | 2023 | 475,000 | 23,085 | 3,702,920 | 171,000 | 16,500 | 4,388,505 | | Christian Voigtlander, Chief Operating Officer | 2025 | 500,000 | — | 3,000,110 | 450,000 | — | 3,950,110 | | | 2024 | 500,000 | 75,000 | 3,000,038 | 450,000 | 17,250 | 4,042,288 | | | 2023 | 500,000 | — | 3,702,920 | 180,000 | 16,500 | 4,399,420 | | Daniel Woolson, Corporate Vice President, General Manager - Infusion Systems | 2025 | 395,192 | — | 1,350,135 | 360,000 | 11,500 | 2,116,827 | | | 2024 | 375,000 | — | 1,350,190 | 326,250 | 17,250 | 2,068,690 | | | 2023 | 375,000 | 17,550 | 1,666,475 | 135,000 | 16,500 | 2,210,525 | | Virginia Sanzone, Corporate Vice President, General Counsel | 2025 | 430,000 | — | 2,000,073 | 387,000 | — | 2,817,073 | | | 2024 | 430,000 | 64,500 | 1,999,990 | 387,000 | 17,250 | 2,898,740 | | | 2023 | 430,000 | 20,898 | 1,851,555 | 154,800 | 16,500 | 2,473,753 |

  35. Summary Compensation Table

    (1) The amounts for all named executive officers represent the discretionary cash bonuses earned by the named executive officers for the applicable year under our MIP. (2) Consistent with our historical timing for annual equity grants, on March 7, 2025, our Compensation Committee approved the value of the 2025 equity awards for all eligible employees of the Company, including our named executive officers, whose equity award values are disclosed in the table below. Amounts represent the grant date fair value of performance-based RSUs and time-based RSUs granted during the period to our named executive officers, which was determined based on the closing stock price of $141.97 on March 7, 2025 in accordance with ASC Topic 718.

  36. Summary Compensation Table

    | Name | Time-based RSUs Value ($) | Performance-based RSUs Target Value ($) | Total Stock Award | | Vivek Jain | 2,249,941 | 2,250,082 | 4,500,023 | | Brian Bonnell | 1,500,055 | 1,500,055 | 3,000,110 | | Christian Voigtlander | 1,500,055 | 1,500,055 | 3,000,110 | | Daniel Woolson | 675,067 | 675,068 | 1,350,135 | | Virginia Sanzone | 1,000,037 | 1,000,036 | 2,000,073 |

  37. 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 8 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 19, 2026. 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 2025 PRSUs (target and maximum) for each named executive officer.

  38. Summary Compensation Table

    | | Performance-Based RSUs | | | Name | Target ($) | Maximum ($) | | Vivek Jain | 2,250,082 | 5,625,205 | | Brian Bonnell | 1,500,055 | 3,750,138 | | Christian Voigtlander | 1,500,055 | 3,750,138 | | Daniel Woolson | 675,068 | 1,687,670 | | Virginia Sanzone | 1,000,036 | 2,500,090 |

  39. 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 FCF goals under our MIP. (4) Other compensation includes our match on the officer’s 401(k) contributions.

  40. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table presents awards in 2025 under the Company’s various incentive award plans.

  41. Grants of Plan-Based Awards in 2025

    | | | | 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) | 02/14/25 | 387,500 | 775,000 | 1,162,500 | | | | | | | | Performance RSUs (3) | 03/07/25 | | | | 3,962 | 15,849 | 39,623 | | 2,250,082 | | | RSUs (4) | 03/07/25 | | | | | | | 15,848 | 2,249,941 | | Brian Bonnell | | | | | | | | | | | | | Performance bonus (2) | 02/14/25 | 142,500 | 285,000 | 427,500 | | | | | | | | Performance RSUs (3) | 03/07/25 | | | | 2,642 | 10,566 | 26,415 | | 1,500,055 | | | RSUs (4) | 03/07/25 | | | | | | | 10,566 | 1,500,055 | | Christian Voigtlander | | | | | | | | | | | | | Performance bonus (2) | 02/14/25 | 150,000 | 300,000 | 450,000 | | | | | | | | Performance RSUs (3) | 03/07/25 | | | | 2,642 | 10,566 | 26,415 | | 1,500,055 | | | RSUs (4) | 03/07/25 | | | | | | | 10,566 | 1,500,055 | | Daniel Woolson | | | | | | | | | | | | | Performance bonus (2) | 02/14/25 | 112,500 | 225,000 | 337,500 | | | | | | | | Performance RSUs (3) | 03/07/25 | | | | 1,189 | 4,755 | 11,888 | | 675,068 | | | RSUs (4) | 03/07/25 | | | | | | | 4,755 | 675,067 | | Virginia Sanzone | | | | | | | | | | | | | Performance bonus (2) | 02/14/25 | 129,000 | 258,000 | 387,000 | | | | | | | | Performance RSUs (3) | 03/07/25 | | | | 1,761 | 7,044 | 17,610 | | 1,000,036 | | | RSUs (4) | 03/07/25 | | | | | | | 7,044 | 1,000,037 |

  42. Grants of Plan-Based Awards in 2025

    ____________________________ (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 8 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 19, 2026. (2)Company performance bonuses are payable under the 2025 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 2025 are reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The material terms of the MIP are discussed above under the caption “Annual Cash Bonus Program.” (3)Performance RSUs are granted under our Amended and Restated 2011 Stock Incentive Plan and, for the named executive officers have a performance period of three years from January 1, 2025 to December 31, 2027. For the named executive officers, the PRSUs will be earned, if at all, upon the achievement of a minimum pre-established three-year Cumulative Adjusted EBITDA target and a minimum pre-established three-year Cumulative Adjusted Revenue target, (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. (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.

  43. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025 Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025 Table Executive Employment Agreements The Company and Vivek Jain have entered into an Amended and Restated Executive Employment Agreement (the “Jain Agreement”), under which Mr. Jain serves as the Chief Executive Officer of the Company. The Jain Agreement is effective as of March 1, 2022 and will continue until March 1, 2025, and if not terminated, 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 Jain 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 Jain Agreement; and •certain other benefits and reimbursements. The Jain 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.

  44. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table contains information about stock awards held at December 31, 2025, by our named executive officers. Stock awards were granted pursuant to our Amended and Restated 2011 Stock Incentive Plan. Our named executive officers did not have any option awards outstanding as of December 31, 2025.

  45. Outstanding Equity Awards at December 31, 2025

    | | Stock Awards | | | | | Name | 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 | | | | | | | 4,872 | $695,088(1) | | | | | 15,848 | $2,261,034(3) | | | | | 17,100 | $2,439,657(4) | | | | | 107,635 | $15,356,285(6) | | | | | | | 3,962 | $565,294(7) | | Brian Bonnell | 3,248 | $463,392(1) | | | | | 10,566 | $1,507,451(3) | | | | | 11,400 | $1,626,438(4) | | | | | 71,757 | $10,237,571(6) | | | | | | | 2,642 | $376,863(7) | | Christian Voigtlander | | | | | | | 3,248 | $463,392(1) | | | | | 10,566 | $1,507,451(3) | | | | | 11,400 | $1,626,438(4) | | | | | 71,757 | $10,237,571(6) | | | | | | | 2,642 | $376,863(7) | | Daniel Woolson | 4,306 | $614,337(2) | | | | | 4,755 | $678,396(3) | | | | | 2,924 | $417,167(5) | | | | | 16,147 | $2,303,692(6) | | | | | | | 1,189 | $169,599(7) | | Virginia Sanzone | 1,624 | $231,696(1) | | | | | 6,379 | $910,092(2) | | | | | 7,044 | $1,004,967(3) | | | | | 5,700 | $813,219(4) | | | | | 23,917 | $3,412,238(6) | | | | | | | 1,761 | $251,242(7) |

  46. Outstanding Equity Awards at December 31, 2025

    ___________________________ (1)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 31, 2025 (the last trading day of the year) of $142.67. (2)RSU award granted on 03/08/2024 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2025 (the last trading day of the year) of $142.67. (3)RSU award granted on 03/07/2025 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2025 (the last trading day of the year) of $142.67. (4)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 vested 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 31, 2025 (the last trading day of the year) of $142.67 and is determined based on the actual achievement level that 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 2025 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. (5)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 has 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 31, 2025 (the last trading day of the year) of $142.67 and assumes the maximum achievement level was reached. (6)Performance RSUs granted on 03/08/2024 will vest, if at all, up to a 250% maximum upon the achievement of a minimum pre-established two-year cumulative Adjusted EBITDA target over a two-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 vested on March 8, 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 31, 2025 (the last trading day of the year) of $142.67 and is determined based in the actual achievement level that 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 2025 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 03/07/2025 will vest, if at all, up to a 250% maximum upon achievement of a minimum pre-established three-year cumulative Adjusted Revenue growth rate and cumulative Adjusted EBITDA (each weighted 50%) over a three-year performance period ending on December 31, 2027. 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 7, 2028, subject to continued service on such date. Unearned shares and market value is determined based on the closing price of our stock at December 31, 2025 (the last trading day of the year) of $142.67 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 2025 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.

  47. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table contains information about stock options exercised and vesting of RSUs during 2025 by the named executive officers of the Company.

  48. Options Exercised and Stock Vested

    | | | Stock Options | | 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 | 1,373 | $91,606 | | | | | RSU | | | 8,090 | $1,155,748 | | Brian Bonnell | RSU | | | 5,394 | $770,593 | | Christian Voigtlander | Option | 55,556 | $2,071,778 | | | | | RSU | | | 5,394 | $770,593 | | Daniel Woolson | PRSU | | | 2,923 | $419,304 | | | RSU | | | 3,119 | $442,804 | | Virginia Sanzone | RSU | | | 4,262 | $604,811 |

  49. 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.

  50. 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; •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; •Company-paid healthcare continuation coverage for Mr. Jain and his dependents for up to eighteen months after the termination date; and •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. 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 (as permitted by applicable law). 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, as amended, 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). Pursuant to the terms of the 2025 PRSU and 2024 PRSU award agreements with our named executive officers, upon a corporate transaction or change of control if the grantee remains in continuous service until at least immediately prior to such event, then any outstanding units shall be deemed earned, and shall vest, immediately prior to such event at a 2.5 and 2.0 multiple, respectively. Pursuant to the terms of the 2025 PRSU awarded to the CEO, upon an "Involuntary Termination" (as defined in the CEO's employment agreement) will be deemed earned in accordance with the vesting matrix and shall remain outstanding and eligible to vest in accordance with the original vesting schedule, if the CEO remains in continuous service through September 15, 2026. Pursuant to the terms of the 2024 PRSU awarded to the CEO will accelerate at a 1.0 times factor upon an "Involuntary Termination" (as defined in the CEO's employment agreement). With respect to the 2023 PRSUs awarded to the CEO, COO, CFO and General Counsel, upon a corporate transaction or change of control if the grantee remains in continuous service until at least immediately prior to such event and the award is not assumed or replaced by the surviving or successor entity, then any outstanding units shall be deemed earned, and shall vest, immediately prior to such event at a 2.0 times factor. 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, as amended, 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 the Jain 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:

  51. Potential Payments upon Termination or Change in Control

    •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 the Jain 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, 2025:

  52. Potential Payments upon Termination or Change in Control

    | Change in Control Termination | | | | | | | | Vivek Jain | Brian Bonnell | Christian Voigtlander | Daniel Woolson | Virginia Sanzone | | Number of PRSUs/RSUs that would accelerate | 175,683 | 117,123 | 117,123 | 36,791 | 61,535 | | Intrinsic value of accelerated equity awards | $25,064,622 | $16,709,938 | $16,709,938 | $5,248,901 | $8,779,198 | | Salary | $1,550,000 | $712,500 | $750,000 | $600,000 | $645,000 | | Bonus | $2,712,500 | $855,000 | $900,000 | $720,000 | $774,000 | | Benefits | $43,003 | $43,412 | $43,412 | $43,412 | $53,497 | | Total | $29,370,125 | $18,320,850 | $18,403,350 | $6,612,313 | $10,251,695 |

  53. 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, 2025 and not in connection with a change in control:

  54. 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 PRSUs that would accelerate | 58,903 | | | | | | Intrinsic value of accelerated equity awards* | $8,403,691 | | | | | | Salary | $1,162,500 | $475,000 | $500,000 | $400,000 | $430,000 | | Bonus | $2,325,000 | $427,500 | $450,000 | $360,000 | $387,000 | | Benefits | $43,003 | $28,942 | $28,942 | $28,942 | $35,665 | | Total | $11,934,194 | $931,442 | $978,942 | $788,942 | $852,665 |

  55. Potential Payments upon Termination or Change in Control

    ____________________________________________ *For awards that are earned and remain eligible to vest at the completion of performance measurement period, the awards were included within this table at target.

  56. Director Compensation

    Director Compensation In 2025, our non-employee directors received an annual cash retainer paid on a quarterly basis as follows:

  57. Director Compensation

    | | Board | Lead Director | Audit Committee | Compensation Committee | Nominating/Corporate Governance Committee | | Annual Retainer - chairperson | — | $113,500 | $102,000 | $92,500 | $85,000 | | Annual Retainer - member | $75,000 | | — | — | — |

  58. Director Compensation

    In 2025, our non-employee directors also received equity awards of RSUs valued at approximately $180,000. As a result, in May 2025, each non-employee director received 1,254 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. The following table shows all compensation awarded to, earned by or paid to our non-employee directors for service as a director in 2025.

  59. 2025 Director Compensation Table

    2025 Director Compensation Table

  60. 2025 Director Compensation Table

    | Name (1) | Fees earned or paid in cash ($) | Stock awards ($) (2) | Total ($) | | David C. Greenberg | $119,750 | $180,062 | $299,812 | | Elisha W. Finney | $85,000 | $180,062 | $265,062 | | David Hoffmeister | $102,000 | $180,062 | $282,062 | | Donald Abbey | $75,000 | $180,062 | $255,062 | | Laurie Hernandez | $75,000 | $180,062 | $255,062 | | Kolleen T. Kennedy | $75,000 | $180,062 | $255,062 |

  61. 2025 Director Compensation Table

    ____________________________ (1) Mr. Jain, our CEO, is not included in this table as he was an employee of the Company in 2025 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 2025 is reflected in the Summary Compensation Table. (2) On May 15, 2024, each non-employee director who was then in service was granted 1,254 RSUs of the Company with a grant date fair value of $180,062. The fair value of the RSUs is based on the market price of our Common Stock on the date of the grant, or $143.59 per share. We provide information regarding the assumptions used to calculate the value of all stock awards made to directors in Note 8 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 19, 2026. 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, 2025, each of Messrs. Greenberg, Hoffmeister, and Abbey and Mses. Finney, Hernandez and Kennedy had 1,254 RSUs outstanding and each held options to purchase shares of our common Stock as follows: Mr. Greenberg 10,608; Mr. Hoffmeister 6,419; Mr. Abbey 6,419; Ms. Finney 9,469; Ms. Hernandez 2,325 and Ms. Kennedy 1,650.

  62. 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 global 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 2025, our last completed fiscal year: •the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was approximately $13,587; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $6,452,042. Based on this information, for 2025, our CEO’s annual total compensation was approximately 474 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, 2025, 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.

  63. Pay Versus Performance

    Pay Versus Performance Disclosure of Compensation Actually Paid versus Performance

  64. 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) | | | | 2025 | 6,452,042 | $9,200,048 | $3,196,655 | $4,316,970 | $66.52 | $67.95 | $732 | $403,835 | | 2024 | 6,454,754 | $23,086,469 | $3,250,189 | $9,873,884 | $82.93 | $96.08 | $(117,688) | $370,497 | | 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 |

  65. 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 2025, 2024, 2023, 2022 and 2021 were Brian Bonnell, Christian Voigtlander, Daniel 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 fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For time-based RSUs 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. For PRSUs, 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 reflect the probable outcome of the performance vesting conditions as of each measurement date. See the tables below for additional information with respect to the equity award adjustments. (4) Assumes $100 invested on December 31, 2020 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 17. (5) As noted in the CD&A, for 2025, 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 2025 MIP and the 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

  66. Pay Versus Performance

    | | | 2025 | | | Summary Compensation Table - Total Compensation(a) | $6,452,042 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year as Reported in the Summary Compensation Table for 2025.(b) | $(4,500,023) | | + | Fair Value at 2025 Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2025(c) | $7,913,976 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years That Remain Outstanding At 2025 Fiscal Year End(d) | $(566,474) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During 2025(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 2025(f) | $(99,473) | | - | Fair Value as of 2024 Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal years That Failed to Meet Applicable Vesting Conditions During 2025(g) | $— | | = | Compensation Actually Paid | $9,200,048 |

  67. Pay Versus Performance

    __________________________ (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated 2025. (b) Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during 2025, 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 2025 year-end of the PEO's outstanding and unvested stock awards granted during 2025, computed in accordance with FASB ASC 718. (d) Represents the aggregate change in fair value during 2025 of the outstanding and unvested stock awards held by the PEO as of the last day of 2025, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, as of 2025 fiscal year end, based on the probable outcome of such performance-based vesting conditions as of the last day of 2025, and for performance-based awards with performance periods ending in 2025, 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 that were granted to the PEO and vested during 2025, computed in accordance with FASB ASC 718. (f) Represents the aggregate change in fair value, measured from 2024 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 2025, computed in accordance with FASB ASC 718. (g) Represents the aggregate fair value as of the last day of 2024 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 2025, computed in accordance with FASB ASC 718. Compensation Actually Paid to non-PEO NEOs

  68. Pay Versus Performance

    | | | 2025 | | | Summary Compensation Table - Total Compensation(a) | $3,196,655 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in 2025 as Reported in the Summary Compensation Table for 2025(b) | $(2,337,607) | | + | Fair Value at 2025 Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2025(c) | $4,110,983 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years That Remain Outstanding At 2025 Fiscal year End(d) | $(267,419) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in 2025 That Vested During 2025(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 2025(f) | $(385,642) | | - | Fair Value as of 2024 Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal years That Failed to Meet Applicable Vesting Conditions During 2025(g) | $— | | = | Compensation Actually Paid | $4,316,970 |

  69. Pay Versus Performance

    __________________________ (a) Represents the average Total Compensation as reported in the Summary Compensation Table for the 2025. (b) Represents the average aggregate grant date fair value of the stock awards granted to the non-PEO NEOs during 2025, computed in accordance with FASB ASC 718, as reported in the Summary Compensation Table for 2025. (c) Represents the average aggregate fair value as of 2025 fiscal year-end of the non-PEO NEO's outstanding and unvested stock awards granted during 2025, computed in accordance with FASB ASC 718. (d) Represents the average aggregate change in fair value during 2025 of the outstanding and unvested stock awards held by the non-PEO NEOs as of the last day of 2025, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions as of 2025 fiscal year end, based on the probable outcome of such performance-based vesting conditions as of the last day of 2025, and for performance-based awards with performance periods ending in 2025, 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 that were granted to the non-PEO NEOs and vested during 2025, computed in accordance with FASB ASC 718. (f) Represents the average aggregate change in fair value, measured from 2024 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 2025, computed in accordance with FASB ASC 718. (g) Represents the average aggregate fair value as of the last day of 2024 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 2025, 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 2025: –Adjusted EBITDA –Adjusted Revenue –Free Cash Flow

  70. Proposal 1- Election of Directors

    Proposal 1- Election of Directors

  71. Nominees and Directors

    Nominees and Directors Our Board currently consists of seven directors. The seven directors currently constituting the Board, whose terms expire in 2026, 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. 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, 2026. Vivek Jain Mr. Jain, 54, 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, 59, 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 serving as Chief Executive Officer of HomeThrive, Inc. Mr. Greenberg joined HomeThrive, Inc. in October 2018. Mr. Greenberg was Executive Vice President, Strategy of Medline Industries, Inc. (“Medline”) from June 2008 to October 2018. Medline is a privately held manufacturer and distributor of medical supplies uniquely positioned to provide products, education and support 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. Mr. Greenberg was responsible for Strategy, Business Development and M&A. Additionally, Mr. Greenberg was a Group President and had responsibility for Medline’s distribution business and several manufacturing and marketing divisions. 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, Finnitiv Health (formerly Access & Integrated Practice Holdings, LLC), a comprehensive variable access medical services platform, since 2023 and Drive Medical, a leading durable medical equipment manufacturer, since 2025. 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, 64, has been a director since January 2016, and serves as Chair of the Nominating and Governance 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: 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: Nanostring Technologies from May 2017 to June 2024; 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, 71, 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

  72. Nominees and Directors

    Mr. Abbey, 59, 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, Regulatory, Medical and Clinical 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, 68, 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, 66, has been a director since December 2021 and is a member of the Nominating and Governance Committee. Ms. Kennedy 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 boards of IPG Photonics since 2023, Wayne State University Foundation since 2018, and Partsol since 2025, and served on the boards of the City Cancer Challenge Foundation from 2018 to 2022, and 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.