Document

DEF 14A 1 icui-def14ax2021.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

ICU MEDICAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):

ý No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ICU MEDICAL, INC.

951 Calle Amanecer

San Clemente, California 92673-6213

NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

To be held May 17, 2022

The 2022 Annual Meeting of Stockholders ("Annual Meeting") of ICU Medical, Inc. (the ''Company'') will be held virtually, exclusively via online live webcast at www.virtualshareholdermeeting.com/ICUI2022 on Tuesday, May 17, 2022 at 9:00 a.m., Pacific Daylight Time.

At the meeting, stockholders will be asked to:

1.To elect the following nine directors of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified: Vivek Jain, George A. Lopez, M.D., David C. Greenberg, Elisha W. Finney, David F. Hoffmeister, Donald M. Abbey, Laurie Hernandez, Kolleen T. Kennedy and William Seeger.

2.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022;

3.To hold an advisory vote to approve our named executive officer compensation; and

4.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

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

The Board of Directors has determined that only holders of common stock, par value $0.10, of the Company of record as of the close of business on March 21, 2022 will be entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof. A list of such stockholders shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the above address, and electronically during the meeting at www.virtualshareholdermeeting.com/ICUI2022.

All stockholders are invited to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/ICUI2022.

YOUR VOTE IS IMPORTANT

It is important that your shares be represented regardless of the number of shares you may hold as of the record date. Whether or not you expect to attend the virtual Annual Meeting, we urge you to please vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials under "Voting Information". If you received a proxy card by mail, you may sign, date and return in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy vote now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

THANK YOU FOR ACTING PROMPTLY

By Order of the Board of Directors

Virginia Sanzone, Corporate Vice

President General Counsel and Secretary

San Clemente, CA

April 4, 2022

TABLE OF CONTENTS


			Page
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS			1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2022			2
QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS			2
Voting Information			2
Voting Matters and Board Recommendations			4
Virtual Annual Meeting Attendance			5
Revoking or Changing Your Vote			5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			7
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			9
Executive Officers			9
Compensation Discussion and Analysis			9
Summary Compensation Table			20
Grants of Plan-Based Awards			21
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 202 1 Table			22
Outstanding Equity Awards			22
Options Exercised and Stock Vested			25
Potential Payments upon Termination or Change in Control			25
Director Compensation			29
CEO Pay Ratio			30
COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT			31
EQUITY COMPENSATION PLAN INFORMATION			32
CORPORATE GOVERNANCE			32
Board of Directors Structure			32
Board Meetings and Committees and Attendance at Meetings			33
Board Leadership Structure			34
Board Oversight of Risk			35
Code of Ethics			35
Nominating/Corporate Governance Committee			35
Audit Committee			36
Compensation Committee			37
Stockholder Communications			37
Compensation Committee Interlocks and Insider Participation			38
Conflict of Interest Analysis			38
Family Relationships			38
Transactions with Related Persons			38
Policies and Procedures Regarding Transactions with Related Persons			38
Sustainability			38
Delinquent Section 16(a) Reports			39
MANAGEMENT PROPOSALS REQUIRING YOUR VOTE			41
Proposal 1- Election of Directors			41
Proposal 2 - Ratification of Auditors			43
Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation			44


ANNUAL REPORT			44
NOMINATION OF DIRECTORS AND SUBMISSION OF STOCKHOLDER PROPOSALS			44
OTHER MATTERS			45
SOLICITATION OF PROXIES			45
ANNEX A			47

ICU Medical, Inc.

951 Calle Amanecer

San Clemente, California 92673-6213

PROXY STATEMENT

FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

April 4, 2022

This Proxy Statement is furnished to the stockholders of ICU Medical, Inc. (the "Company" or "ICU") in connection with the solicitation of proxies by the Board of Directors (the "Board") of the Company for use at the 2022 Annual Meeting of Stockholders of the Company (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. First person pronouns used in this Proxy Statement, such as “we,” “us,” and “our,” refer to ICU and its subsidiaries unless context requires otherwise.

This Proxy Statement and the Company's Annual Report to Stockholders are being made available to stockholders on or about April 4, 2022.

Annual Meeting of Stockholders

Time and Date

The Annual Meeting will be held virtually on Tuesday May 17, 2022 at 9 a.m. Pacific Daylight Time ("PDT"). Stockholders may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ICUI2022.

Record Date

The Board has set March 21, 2022 as the record date for the Annual Meeting. If you were a stockholder at the close of business on the record date, then you are entitled to receive notice of, and to vote at, the Annual Meeting.

As of March 21, 2022, the outstanding voting securities of the Company consisted of 23,882,915 shares of $0.10 par value common stock (the “Common Stock”).

Voting

Each stockholder of record at the close of business on March 21, 2022 is entitled to one vote for each share held as of that date on each matter submitted to a vote of stockholders. The presence in person electronically or by proxy of holders of a majority of the issued and outstanding Common Stock will constitute a quorum for the transaction of such business as shall properly come before the Annual Meeting. There are no cumulative voting rights.

Voting Matters

•Elect the nine director nominees named in this proxy statement.

•Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022.

•Advisory vote to approve executive compensation paid to our named executive officers.

•To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Additional voting information about voting at the Annual Meeting is detailed below.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ONLINE ON MAY 17, 2022

This proxy statement and the annual report to stockholders are available at http://www.proxyvote.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

You will be able to attend the Annual Meeting, vote, and submit your questions prior to or during the meeting via the Internet only by visiting www.virtualshareholdermeeting.com/ICUI2022. Access the website at least 10 minutes before the beginning of the meeting to register your attendance and complete the verification procedures to confirm that you were a stockholder of record as of March 21, 2022, the record date. To access the virtual Annual Meeting at the above website you will need to enter your unique control number provided to you on your proxy card to verify your identity.

The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. If you encounter any technical difficulties logging onto www.virtualshareholdermeeting.com/ICUI2022 or during the meeting, there will be a 1-800 number and international number available on the website to assist you. Technical support will be available 15 minutes prior to the start time of the meeting and through the conclusion of the meeting.

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS

Voting Information

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

As permitted by SEC rules, we are making this proxy statement and our 2021 Annual Report available to certain of our stockholders electronically via the Internet. On or about April 4, 2022, we mailed to these stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”) containing instructions on how to access this proxy statement and our 2021 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2021 Annual Report. We encourage you to access and review the proxy statement and 2021 Annual Report in advance of voting. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, follow the instructions for requesting such materials set forth on the Notice of Internet Availability of Proxy Materials.

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

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

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is March 21, 2022. You are entitled to vote at the Annual Meeting only if you are a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each share of our common stock entitles its holder to one vote per share on all matters presented to our stockholders.

How do I submit my proxy?

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

•by mailing the enclosed proxy card in the enclosed envelope, if you received paper copies of these materials. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted;

•electronically, via the Internet by accessing www.proxyvote.com using your control number on your proxy card until 11:59 P.M. Eastern Time the day before the meeting date; or

•over the telephone by calling toll free number 1-800-690-6903 until 11:59 P.M. Eastern Time the day before the meeting date.

The Internet and telephone proxy submission procedures are set up for your convenience and are designed to verify your identity, to allow you to give voting instructions, and to confirm that those instructions have been properly recorded. If you are a stockholder of record and you would like to submit your proxy by telephone or by using the Internet, please refer to the specific instructions on the attachment to the enclosed proxy card. Alternatively, you may submit your proxy by mail by returning your signed proxy card in the enclosed envelope. If we receive your proxy by mail, electronically or by telephone before the Annual Meeting, we will vote your shares as you direct.

If you hold your shares in “street name,” you must give voting instructions in the manner prescribed by your broker or nominee. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

How can I vote my shares during the virtual meeting?

The procedures for voting during the Annual Meeting are designed to verify your identity and allow you to vote. You should retain the attachment to the proxy card enclosed with this Proxy Statement on which your unique control number appears. You will need to write this control number on your ballot to verify your identity. Note that beneficial owners may not vote at the meeting, and may only cause their shares to be voted by providing voting instructions to the persons who hold the beneficial owners’ shares for them.

To vote during the meeting, visit www.virtualshareholdermeeting.com/ICUI2022 and vote electronically. Electronically submitted ballots must be received before the polls are closed during the Annual Meeting to be counted. We anticipate that the polls will be open from approximately 9:05 to 9:20 A.M. PDT on May 17, 2022.

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

How can I ask questions at the 2022 Annual Meeting?

The 2021 Annual Meeting will include a question and answer session, during which we will answer questions submitted in accordance with the meeting rules posted on the meeting website (www.virtualshareholdermeeting.com/ICUI2022) and that are relevant to the company and meeting matters. Shareholders will have an opportunity to submit written questions via the Internet at any time during the meeting by following the instructions that will be available on the meeting website. Shareholders may also submit written questions in advance of the 2022 Annual Meeting at proxyvote.com before 11.59 P.M Eastern Time on May 16, 2022. In both cases, shareholders must have available their control number.

There is no limit on the number of questions a shareholder can ask. The question and answer session will include both questions submitted in advance of and during the meeting. Substantially similar questions will be answered once to avoid repetition and allow more time for other questions.

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

As permitted by SEC rules, we have elected to provide access to our proxy materials and 2021 Annual Report online instead of sending all stockholders a full set of printed proxy materials. We believe that electronic delivery provides you with prompt access to our proxy materials, lowers our costs of printing and delivering proxy materials, and minimizes the environmental impact of printing paper copies. You should have already received the Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials and vote. If you would like to receive a printed copy of our proxy materials, see below.

How can I request a paper or e-mail copy of the proxy materials?

You may receive a paper or e-mail copy of the proxy materials free of charge by requesting a copy prior to May 03, 2022, to facilitate timely delivery, through one of the following:

•By Internet: www.proxyvote.com

•By telephone: 1-800-579-1639

•By e-mail: sendmaterial@proxyvote.com

Where can I find the voting results?

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

How will my proxy be voted?

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

•FOR proposal 1, the election as directors of the nine director nominees named in this Proxy Statement;

•FOR proposal 2, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022; and

•FOR proposal 3, the advisory vote to approve executive compensation paid to our named executive officers.

If you indicate voting instructions when you submit your proxy, the proxy holders will follow your instructions in casting votes. If you hold your shares through a broker and do not instruct the broker on how to vote your shares proposal 1 or proposal 3, your shares will not be voted for proposal 1 or proposal 3, as applicable, and instead will be considered a broker non-vote as to those proposals. If you do not instruct the broker on how to vote your shares on proposal 2, the broker has discretion to vote your shares on proposal 2.

The Board does not know of any matters that will come before the Annual Meeting other than those described in the Notice of Annual Meeting. If any other matters are properly presented for consideration at the Annual Meeting, then the proxy holders will have discretion to vote on such matters as they see fit. This includes, among other things, considering any motion to adjourn the Annual Meeting to another time and/or place, including for the purpose of soliciting additional proxies for or against a given proposal.

Your vote is important. Thank you for voting.

Voting Matters and Board Recommendations

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

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

Assuming that a quorum is present, the votes required to approve the matters before the Annual Meeting are as follows:

•Election of Directors: The election of directors will be decided by a plurality of the votes. The nine director nominees receiving the most votes will be elected. In an uncontested election of directors (one in which the only nominees are those nominated by the Board), any nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election shall, within 10 days following the certification of the stockholder vote, tender his or her written resignation to the Chairperson of the Board for consideration by the Nominating/Corporate Governance Committee of the Board ("the Nominating Committee"). The Nominating

Committee shall consider such tendered resignation and within 60 days following the certification of the stockholder vote, shall make a recommendation to the Board concerning the acceptance or rejection of the resignation.

•Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm: Stockholder approval of this matter requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon and present in person or by proxy. Abstentions and broker non-votes will therefore have the same effect as an “Against” vote with respect to this proposal. As brokers have the authority to vote on this matter, broker non-votes are not expected.

•Advisory Vote to Approve our Named Executive Officer Compensation: Stockholder approval of this matter requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon and present in person or by proxy. Abstentions will therefore have the same effect as an “Against” vote with respect to this proposal, but broker non-votes are not counted as entitled to vote and will have no effect on the vote for this matter.

Board Recommendations

The Board recommends that you vote:

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

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022; and

•FOR the approval, on an advisory basis, of our named executive officer compensation.

Virtual Annual Meeting Attendance

The Annual Meeting will be held entirely virtually, as permitted by Delaware law. The Annual Meeting is to be held virtually at www.virtualshareholdermeeting.com/ICUI2022, on Tuesday, May 17, 2022 at 9:00 a.m., Pacific Daylight Time, and at any adjournments thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. There will be no physical location at which stockholders may attend the Annual Meeting, but stockholders may attend and participate in the meeting electronically. Stockholders who participate in the virtual Annual Meeting will be deemed to be present in person and will be able to vote during the Annual Meeting at the times that the polls are open. Stockholders who wish to attend the meeting should go to www.virtualshareholdermeeting.com/ICUI2022, at least 10 minutes before the beginning of the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders of record as of March 21, 2022, the record date. Stockholders of record will need to provide the control number on the attachment to the enclosed proxy card to verify their identity.

Beneficial owners whose stock is held for them in street name by their brokers or other nominees may also attend the meeting by going to www.virtualshareholdermeeting.com/ICUI2022, at least 10 minutes before the beginning of the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders as of the record date. Such beneficial owners may not vote at the meeting, and may only cause their shares to be voted by providing voting instructions to the persons who hold the beneficial owners’ shares for them. Beneficial owners will need to provide the name of the broker or other nominee that holds their shares to gain access to the virtual meeting.

Revoking or Changing Your Vote

A stockholder giving a proxy may revoke its vote at any time before it is voted at the Annual Meeting by filing with the Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if the person executing the proxy is present at the Annual Meeting electronically and elects to vote electronically during the meeting. Subject to such revocation or suspension, all shares represented by each properly executed proxy or electronic vote received by the Company will be voted in accordance with the instructions indicated thereon, and if instructions are not indicated, will be voted in favor of (i) the election of the nominees for director named in or otherwise nominated as set forth in this proxy statement, (ii) the ratification of the selection of the independent registered public accounting firm, (iii) the approval, on an advisory basis, of our named executive officer compensation, and (iv) in the discretion

of the proxy holders on any other business that properly comes before the meeting. Currently, no matter is expected to be considered at the Annual Meeting other than the proposals set forth in the accompanying Notice of Annual Meeting of Stockholders. However, if any other matters are properly brought before the Annual Meeting for action, it is intended that the shares of our Common Stock represented by proxies will be voted by the persons named as proxies on the proxy card in accordance with their discretion on such matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to shares of Common Stock owned as of March 21, 2022, by (a) each current director and each nominee for director, (b) each named executive officer for fiscal year ended December 31, 2021 and (c) all current directors and executive officers of ICU as a group. Unless otherwise indicated in the footnotes following the table, and subject to community property laws where applicable, the Company believes that the persons as to whom the information is given have sole voting and investment power over the shares listed as beneficially owned. The business address of the Company’s directors and officers, the George A. Lopez, M.D. Second Family Limited Partnership and the Lopez Family Trust is 951 Calle Amanecer, San Clemente, California 92673.

Stock Ownership of Management and the Board


		Shares of Common Stock Owned	Shares Acquirable	Total Shares Beneficially Owned	Percent of Outstanding Shares (1)
	George A. Lopez, M.D.	1,142,452	79,576	1,222,028	5.1	%	(2)
	David C. Greenberg	3,671	12,685	16,356	*		(3)
	Elisha W. Finney	1,717	8,632	10,349	*
	David F. Hoffmeister	1,161	5,582	6,743	*
	Donald M. Abbey	1,161	5,582	6,743	*
	Laurie Hernandez	100	1,407	1,507	*
	Kolleen T. Kennedy	—	509	509	*
	William Seeger	—	—	—	—
	Vivek Jain	75,499	333,739	409,238	1.7	%	(4)
	Brian M. Bonnell	5,477	—	5,477	*
	Christian B. Voigtlander	13,515	66,667	80,182	*
	Dan Woolson	10,883	—	10,883	*
	Virginia Sanzone	4,121	—	4,121	*
	All directors and executive officers as a group (13 persons)	1,259,757	514,379	1,774,136	7.3	%
____________________________
* Represents less than 1% of our outstanding Common Stock

(1)	The beneficial ownership percentage of each stockholder is calculated based on the number of shares of Common Stock outstanding as of March 21, 2022, plus each beneficial owner's RSUs that vest within 60 days of March 21, 2022 plus each beneficial owner's outstanding options to acquire Common Stock exercisable or exercisable within 60 days of March 21, 2022 held by the beneficial owner whose percent of outstanding stock is calculated.
(2)	Includes 886,843 shares owned by the George A. Lopez, M.D. Second Family Limited Partnership (the “Partnership”), representing 3.7% of the total shares of Common Stock outstanding as of March 21, 2022. Dr. Lopez is the general partner of the Partnership and holds a 1% general partnership interest in the Partnership. As general partner, he has the power to vote and power to dispose of the 886,843 shares owned by the Partnership and may be deemed to be a beneficial owner of such shares. Trusts for the benefit of Dr. Lopez’s children, the Christopher George Lopez Children’s Trust and the Nicholas George Lopez Children’s Trust (collectively, the "Trusts"), own a 99% limited partnership interest in the Partnership. Dr. Lopez is not a trustee of and has no interest in his children’s Trusts. Except to the extent of the undivided 1% general partnership interest in the assets of the Partnership, Dr. Lopez disclaims any beneficial ownership of the shares owned by the Partnership. Includes 4,002 shares owned by the Lopez Family Trust. Dr. Lopez is a trustee and beneficiary of the Lopez Family Trust. Includes shares held by Dr. Lopez as Trustee of the Lopez Charitable Remainder Trust #1 for the benefit of Dr. Lopez.
(3)	Includes 500 shares held by David C. Greenberg, TTEE David C. Greenberg, Declaration of Trust.
(4)	Includes 126,000 shares held by Vivek Jain Descendant's Trust.

5% or More Beneficial Ownership

As of March 21, 2022, the only persons known by ICU to own beneficially, or to be deemed to own beneficially, 5% or more of ICU Common Stock were as follows:


	Name and Address of Beneficial Owner	Shares of Common Stock Owned	Percent of Outstanding Shares
	T. Rowe Price Associates, Inc.	2,725,540	11.4	%	(1)(2)
	100 E. Pratt Street, Baltimore, MD 21202

	Smiths Group plc	2,500,000	10.5	%	(1)(3)
	4th Floor, 11-12 St Jame's Square, London, England SW1Y 4LB

	Janus Henderson Group	2,294,880	9.6	%	(1)(4)
	201 Bishopsgate EC2M 3AE, United Kingdom

	The Vanguard Group, Inc.	1,950,253	8.2	%	(1)(5)
	100 Vanguard Blvd, Malvern, PA 19355

	BlackRock Inc.	1,686,855	7.1	%	(1)(6)
	55 East 52nd Street, New York, NY 10055

____________________________
(1)	Information included solely in reliance on information included in statements filed with the Securities and Exchange Commission ("SEC") pursuant to Section 13(d) or Section 13(g) of the Securities Act of 1934, as amended, by the indicated holder.
(2)	T. Rowe Price Associates, Inc. stated in its Schedule 13G filing with the SEC on February 14, 2022 that, of the 2,725,540 shares beneficially owned, it has sole voting power with respect to 980,735 shares and sole dispositive power with respect to all 2,725,540 shares.
(3)	Smiths Group plc stated in its Schedule 13D filing with the SEC on January 12, 2022 that, of the 2,500,000 shares beneficially owned, it has shared voting power with respect to all 2,500,000 shares, and shared dispositive power with respect to all 2,500,000 shares.
(4)	Janus Henderson Group stated in its Schedule 13G/A filing with the SEC on February 10, 2022 that, of the 2,294,880 shares beneficially owned, it has shared voting power with respect to all 2,294,880 shares, and shared dispositive power with respect to all 2,294,880 shares.
(5)	The Vanguard Group, Inc. stated in its Schedule 13G/A filing with the SEC on February 10, 2022 that, of the 1,950,253 shares beneficially owned, it has shared voting power with respect to 9,355 shares, sole dispositive power with respect to 1,923,272 shares and shared dispositive power with respect to 26,981 shares.
(6)	BlackRock, Inc. stated in its Schedule 13G/A filing with the SEC on February 1, 2022 that, of the 1,686,855 shares beneficially owned, it has sole voting power with respect to 1,604,829 shares and sole dispositive power with respect to all 1,686,855 shares.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Information about our Executive Officers

The following table lists the names, ages, certain positions and offices held by our executive officers as of March 21, 2022:

Age

Office Held

Vivek Jain

Chairman of the Board and Chief Executive Officer

Christian B. Voigtlander

Chief Operating Officer

Brian Bonnell

Chief Financial Officer and Treasurer

Daniel Woolson

Corporate Vice President, General Manager - Infusion Systems

Virginia Sanzone

Corporate Vice President, General Counsel

Mr. Jain joined the Company in February 2014 as Chairman of the Board and Chief Executive Officer. Mr. Jain served as CareFusion Corporation's ("CareFusion") President of Procedural Solutions from 2011 to February 2014. Mr. Jain served as President, Medical Technologies and Services of CareFusion from 2009 until 2011. Mr. Jain served as the Executive Vice-President-Strategy and Corporate Development of Cardinal Health from 2007 until 2009. Mr. Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., an electronics company from 2006 to August 2007. Mr. Jain served as an investment banker at J.P. Morgan Securities, Inc., an investment banking firm, from 1994 to 2006. Mr. Jain's last position with J.P. Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006.

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

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

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

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

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

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes important information regarding the executive compensation program at ICU Medical, Inc. It describes our compensation philosophy, objectives regarding the compensation of our named executive officers, our policies and practices, and determinations related to executive compensation specific to 2021. For 2021, the term “named executive officers” represents the five executive officers in the compensation tables below:


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

Executive Summary

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

•Pay for Performance. Our compensation is targeted to reward our executive officers and employees when the Company performs or to deliver below target compensation when the Company and/or individuals underperform. For example, our CEO and COO earned zero shares of the PRSUs granted in 2019 for the January 1, 2019 to December 31, 2021 performance period.

•Mix of compensation components and incentives. We target a balanced mix of cash and equity compensation; and we focus more on variable and performance-based incentives (such as bonus and equity compensation) and less on fixed compensation (such as base salary). Other than the base salary increases in 2022 that were made in connection with the Smiths Medical 2020 Limited acquisition, as described further below, no named executive officer has had a base salary increase since 2014 (or if later, since such executive assumed their current role) even though the Company had a significant change in business model and complexity and quadrupled sales following the 2017 Hospira Infusion Systems, Inc. acquisition. We believe we are the only company in our comparison group that has had flat salaries over this time period. Despite the 2022 base salary increases, our base salaries are below the median of our peer group and accordingly performance-based incentive compensation is important for the retention of our named executive officers.

•Performance-based equity. A significant portion of our equity compensation awarded to our executive officers is based 100% on financial and individual performance factors rather than solely time-based vesting.

2021 Business Highlights


(in millions, except per share and stock price amounts)
	2021		2020		Change
Revenue	$	1,316.3	$	1,271.0	3.6	%
Net Income	$	103.1	$	86.9	18.6	%
Adjusted EBITDA(1)	$	260.7	$	243.0	7.3	%
Diluted earnings per share (EPS)	$	4.74	$	4.02	17.9	%
Adjusted Diluted EPS(2)	$	7.39	$	7.13	3.6	%
Operating cash flow	$	267.5	$	222.8	20.1	%
Closing Stock Price at Fiscal Year-end	$	237.34	$	214.49	10.7	%

___________________________

(1) Adjusted EBITDA adjusts from net income certain items as described in Annex A to this proxy statement. Our reconciliation of Adjusted EBITDA from net income is contained on Annex A to this proxy statement.

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

Completion of Acquisition of Smiths Medical 2020 Limited

On January 6, 2022, we completed our acquisition of Smiths Medical 2020 Limited. The Smiths acquisition complements and significantly expands our existing product portfolio to include syringe and ambulatory infusion devices, vascular access, and vital care products, and strengthens and expands our global market reach. This transaction was not considered by the Compensation Committee in February 2022, when determining the named executive officers' 2021 cash

bonuses; however, based on a review of data provided by Compensia our independent compensation consultant, the Compensation Committee elected to increase the 2022 annual salaries of the named executive officers as a result of the significant change in size and scope of the Company going forward and to better align the base salaries with those of our peer group reviewed during the determination of the 2022 compensation program.

Executive Compensation Program Highlights

Pay for Performance

"Pay for performance" is the underlying tenet of our compensation philosophy. Consistent with this focus, our 2021 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 or 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 executive officers and stockholders.

For 2021, on average, approximately 86% 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 cash incentive opportunities which can range 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 and CFO are earned only upon achievement of performance goals over a three-year performance period which, for awards granted in 2021, is based on the achievement of a minimum pre-established cumulative adjusted revenue goal and adjusted EPS goal, each weighted 50%. Our remaining named executive officers will earn their long-term PRSU awards over a three year period, consisting of three annual performance periods, if they meet their individual performance goals, as determined by the CEO and our Compensation Committee in its discretion. Our long-term PRSU awards recognize contributions to long-term success and long-term awards 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 and CFO 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 longer vesting periods reinforce the executives' focus on long-term stockholder value. Our remaining named executive officers were only granted PRSUs in 2021.

Payouts of these variable compensation elements closely align with our business financial results.

Fixed pay included base salaries and other benefits. The following chart shows the mix between "fixed" and "variable" pay for our named executive officers in 2021 (on average).

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 or Deferred Compensation Plans. We do not currently offer, nor do we have plans to provide, pension arrangements or nonqualified deferred compensation plans or arrangements to our executive officers. 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.

2021 Say-on-Pay Vote

We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our named executive officers (a “say-on-pay proposal”). Each year, the Compensation Committee considers the say-on-pay vote results from the prior Annual Meeting of Stockholders in its evaluation of the compensation program for our named executive officers. At our 2021 Annual Meeting of Stockholders, approximately 99% of the votes cast were voted in favor of our say-on-pay proposal, which we believe affirms our stockholders’ support of our executive compensation program.

Following the say-on-pay vote to be conducted at this Annual Meeting, we expect our next say-on-pay vote will be conducted at our annual meeting in 2023.

How We Determine Executive Compensation

Compensation Philosophy and Objectives

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

•the overall business and financial performance of the Company;

•the individual’s performance, experience and skills;

•the terms of employment agreements or other arrangements with the individual;

•competitive market data for similar positions based on the Company’s compensation peer group with a focus on performance-based incentive compensation instead of fixed base salaries; and

•results from the prior year’s stockholder advisory vote on the compensation of our named executive officers.

The main objectives of our executive compensation program are to:

•provide competitive total pay opportunities that help attract, incentivize and retain leadership and key talent while focusing on performance-based incentive cash and equity-based compensation;

•establish a direct and meaningful link between business financial results, individual/team performance and rewards;

•provide strong incentives to promote the profitability and growth of the Company, create long-term stockholder value and incentivize superior performance; and

•encourage the continued attention and dedication of our executives and provide reasonable individual security to enable our executives to focus on our best interests.

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

Engagement of Compensation Consultant

The Compensation Committee conducts an annual review and approval of our compensation strategy, including the review and approval of our compensation peer group and makes adjustments to the composition of that peer group, if deemed appropriate. 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 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 2021, our peer group remained unchanged from 2020, other than the changes noted below with respect to the removal of acquired entities:


CONMED	LivaNova	STERIS
Globus Medical	Masimo	Teleflex
Haemonetics	Merit Medical Systems	West Pharmaceutical
Avanos (Formerly Halyard Health)	NuVasive
Integra LifeSciences	ResMed

Four of our prior 2020 peer group companies were acquired in 2020 or 2021, including Wright Medical Group which was acquired in 2020 and Cantel Medical, Hill-Rom Holdings and Varian Medical Systems which were acquired in 2021.

This compensation peer group was used by the Compensation Committee during 2021 as a reference for understanding the competitive market for executive positions in our industry sector.

Additionally, during 2021, Compensia assisted our Compensation Committee in its evaluation of our 2021 compensation program, including providing observations and alternatives for consideration regarding actions to be taken to modify our compensation programs in response to the impact of the COVID-19 pandemic on our business operations and financial results.

Elements of Compensation

In setting compensation levels for our executive officers, the Compensation Committee considers each element of compensation separately as well as the aggregate value of all elements of compensation for each individual. Amounts realized or realizable from awards under prior bonus or incentive plans, including stock options, do not significantly influence the pay setting process of current compensation levels. The significant compensation components are base salary, annual cash bonuses and equity awards; we also provide severance and change in control payments and benefits. Further, our focus on performance-based incentive cash and equity-based compensation is critical to the retention to our named executive officers, as the Company’s compensation philosophy has kept base salaries lower than the median of our peers and our named executive officers' compensation opportunity has come from performance-based incentive compensation. This underlying philosophy aligns the compensation of our executive officers with long-term shareholder value.

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

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

Base Salaries

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

The base salaries for 2021 remain unchanged from 2020 and, other than the 2022 base salary increases described below, have not changed since 2014 (or, if later, since such executive assumed their current role) since the Company de-emphasizes base salaries as a component of compensation. In reviewing the base salaries of our named executive officers in 2021 (and while considering the Company's compensation philosophy to focus on performance-based incentive compensation), the Compensation Committee considered the market for similar positions based on the compensation peer group and took into account individual performance along with long-term performance-based incentives provided to these named executive officers. The following table presents each named executive officer's annual base salary for 2021:


Name	Position	2021 Annual Base Salary Rate
Vivek Jain	Chief Executive Officer/ Chairman of the Board	$	650,000
Brian Bonnell	Chief Financial Officer and Treasurer	$	395,000
Christian Voigtlander	Chief Operating Officer	$	420,000
Daniel Woolson	Corporate Vice President, General Manager - Infusion Systems	$	300,000
Virginia Sanzone	Corporate Vice President, General Counsel	$	300,000

2022 Base Salary Increases in Connection with Smiths Medical 2020 Limited Acquisition

On January 6, 2022, we completed our acquisition of Smiths Medical 2020 Limited. In connection with the Smiths acquisition, and based on a review of data provided by Compensia, the Compensation Committee increased the 2022 annual salaries of the named executive officers in order to reflect the significant change in size and scope of the Company post-acquisition, and therefore aligning the base salaries with those of our peer group. In February 2022, our Compensation Committee approved the following annual base salary increases for 2022:


Name						2022 Annual Base Salary
Vivek Jain						775,000
Brian Bonnell						475,000
Christian Voigtlander						500,000
Daniel Woolson						375,000
Virginia Sanzone						430,000

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 2021 target bonus opportunities and the eligible MIP range (threshold and maximum) for each named executive officer, which were unchanged from 2020.


Name	Threshold Bonus (% of Target Bonus)	Target Bonus (% of 2021 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%

For 2021, 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 goals. The Compensation Committee determined to use Adjusted EBITDA as a short-term performance measure under our 2021 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. For purposes of the 2021 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, adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value, contract settlement, product-related charges and income tax expense, as further described in Annex A to this proxy statement. In 2021, the Compensation Committee determined that the threshold bonus should be 50% of target (unchanged from the 2020 MIP) and the stretch bonus should be 150% of target (unchanged from the target under the 2020 MIP). Additionally, each payout under the MIP may be further adjusted at the discretion of the Compensation Committee based on individual performance factors which the Compensation Committee believed was important since MIP payouts are determined by a single metric.

Plan Funding Percentages

Based on a review of economic conditions in February 2021, the Compensation Committee set the following Adjusted EBITDA performance goals under the 2021 MIP:


	Threshold Goal	Target Goal	Stretch Goal
Adjusted EBITDA Performance (in millions)	$240	$255	$270
MIP % Payout	50%	100%	150%

Performance Against the Plan Targets

Based on the Company's actual Adjusted EBITDA performance of $260.7 million for 2021, which exceeded the target goal, the cash incentive payouts under the 2021 MIP were considered earned and paid out at 100%, at target. In February 2022, the compensation committee reviewed each named executive officer's individual performance and contributions to the company for 2021 and determined that all of the named executive officers earned cash incentive payouts at this level except with respect to Ms. Sanzone where the Compensation Committee determined that an increase in payout was appropriate based on Ms. Sanzone's individual performance factor, which included recognition for work performed toward the consummation of the Smiths acquisition.

The following table presents the possible threshold, target and stretch bonus payouts for the 2021 MIP, as well as the actual amounts earned under the MIP for each named executive officer for 2021.


Name	Salary		Potential Threshold Bonus		Potential Target Bonus		Potential Maximum Bonus		Actual Bonus Paid		Actual Bonus Paid % of Target Bonus
Vivek Jain	$	650,000	$	325,000	$	650,000	$	975,000	$	650,000	100	%
Brian Bonnell	$	395,000	$	118,500	$	237,000	$	355,500	$	237,000	100	%
Christian Voigtlander	$	420,000	$	126,000	$	252,000	$	378,000	$	252,000	100	%
Daniel Woolson	$	300,000	$	90,000	$	180,000	$	270,000	$	180,000	100	%
Virginia Sanzone	$	300,000	$	90,000	$	180,000	$	270,000	$	210,000	117	%

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.

2021 Equity Awards

In 2021, the Compensation Committee continued to grant 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. For our CEO, COO, and CFO, we believe a combination of performance and time-based RSUs effectively balance pay-for-performance and retention objectives. Our remaining named executive officers were awarded multi-year PRSUs that vest based on the achievement of individual performance goals.

The following table presents the equity award grants to our named executive officers for 2021:


Name	Total Target Award Multiple of Base Salary	Time-Based RSUs (#)	Time-Based RSUs ($)(1)	PRSUs (#)(2)	PRSUs ($)(1)
Vivek Jain	4.6x	7,574	1,500,031	7,574	1,500,031
Brian Bonnell	6.6x	6,628	1,312,675	6,627	1,312,477
Christian Voigtlander	6.3x	6,628	1,312,675	6,627	1,312,477
Daniel Woolson	4.0x	—	—	6,060	1,200,183
Virginia Sanzone	4.5x	—	—	6,817	1,350,107

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(1) Reflects the grant-date fair value of the time-based RSUs and PRSUs (at target).

(2) Number of units shown for the CEO, COO and CFO represents the total award to be earned (at target) at the end of a three-year performance period and for Mr. Woolson and Ms. Sanzone 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 2021 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 2021 were subject to the following provisions:

For the CEO, COO and CFO, the PRSUs have a three-year performance period commencing January 1, 2021 and ending on December 31, 2023 and will be earned, if at all, upon the achievement of a minimum pre-established three-year cumulative adjusted revenue dollar target growth rate and adjusted EPS dollar target growth rate (each weighted 50%) over the performance period. These performance targets were selected as long-term performance measures as they align future payout under the long-term plan with sustained revenue and EPS performance. Shares of our Common Stock subject to the PRSUs that are earned will vest in full on March 8, 2024, subject to the executive officer’s continued service as of that date.

For the remaining named executive officers, Mr. Woolson and Ms. Sanzone, the PRSUs shall vest as to one-third of the total number of PRSUs underlying the award on the first, second and third anniversaries of March 8, 2021 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 a named executive officer does not meet his or her 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 8, 2024 shall be forfeited automatically on such date. In February 2022, the CEO and Compensation Committee determined that the individual performance goals had been met for Mr. Woolson and Ms. Sanzone, and therefore one-third of the total number of PRSUs granted to each executive vested on March 8, 2022.

The time-based RSUs granted to our CEO, COO and CFO 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.

As previously disclosed in the 2020 Proxy Statement - The Compensation Committee's Review and Action in 2021 in response to the impact of COVID-19 on the 2020, 2019 and 2018 PRSU awards.

The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The Compensation Committee's review undertaken in February 2021 was especially important due to the disruption to our business caused by COVID-19. Based on the 2021 review of the performance targets related to the 2018, 2019, and 2020 PRSU awards granted to our CEO, COO and CFO, as applicable, the Compensation Committee determined that an adjustment was necessary to the 2020 PRSU awarded to our CEO, COO and CFO, where the performance targets for such awards were set immediately before the onset of COVID-19 and the awards vesting depended in part on 2020 financial results, as described further below. In light of other determinations made for the CEO, COO and CFO with respect to other elements of their overall compensation, the Committee determined not to adjust the 2018 PRSU or the 2019 PRSU awards, as applicable.

2020 PRSUs Adjustment - In 2020, our CEO, COO and CFO were granted PRSUs that vest over a three-year performance period commencing January 1, 2020 and ending on December 31, 2022 and would be earned, if at all, upon the achievement of a minimum pre-established three-year cumulative adjusted revenue dollar target growth rate and adjusted EPS dollar target growth rate over the performance period and continued service through the applicable vesting date. In light of the unprecedented market uncertainties related to the global COVID-19 pandemic, and with consideration to the fact that these external factors are outside of management control, as well as considering the base salaries of such named officers, in February 2021, the Compensation Committee determined to adjust the CEO, COO and CFO's potential to earn between 0% and 250% of the award granted, to a potential to earn between 50% and 300% of the award granted, provided that the same previously established revenue and EPS targets are achieved by the Company. This change was determined by the Compensation Committee as appropriate to incentivize these named executive officers to continue to achieve the same targets even in light of the impact caused by COVID-19 and reward such named executive officers slightly more if they are able to do so. The decision

to modify the 2020 PRSU award was based on the specific challenges resulting from the impact of the pandemic and its adverse financial impact on the business that rendered the original program for this award obsolete and the performance targets unreachable as the original goals for this award were challenging and set to require strong execution by management in a pre-pandemic operating environment. The Compensation Committee determined that adjusting this performance award, rather than issuing discretionary cash bonuses, better aligns with the overall company focus of long-term stockholder value creation. As of March 31, 2021, the accounting modification resulted in total incremental value of $2.1 million in the aggregate for all such named executive officers.

Vesting of Equity Awards Granted in Years Prior to 2021

In 2018, 2019 and 2020, the named executive officers, other than the CEO, COO, and current CFO 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 each applicable year and continued service through such vesting date. On February 14, 2022, the CEO and Compensation Committee determined that the 2022 individual performance goals had been met for all of the named executive officers, and therefore one-third of the total number of 2018, 2019 and 2020 PRSUs vested on the anniversary dates of the respective awards.

Our CEO and COO were granted PRSU awards during 2019 which had a three-year performance period commencing January 1, 2019 and ending on December 31, 2021 and would be earned, if at all, upon the achievement of a minimum pre-established cumulative Adjusted EBITDA growth goal over the performance period and continued service through such vesting date March 6, 2022. At the beginning of the performance period, it was determined that the shares of our Common Stock subject to the PRSUs will be earned as set forth in the following table:


Cumulative Adjusted EBITDA			Percentage of awards that will vest
Growth below 6%			0% - forfeited
Growth of at least 6% to 8%			50%
Growth of between 8% to 10%			100%
Growth of over 10%			200%

Based on the Company's actual cumulative Adjusted EBITDA performance for the three-year period ending on December 31, 2021 of $771.7 million over the performance period, which did not meet the minimum threshold growth of 6%. Accordingly, our CEO and COO earned zero shares of the 2019 PRSUs.

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, the equity awards granted in 2021 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). In addition, if the PRSUs are assumed or replaced then they will be deemed earned as to 100% and for the 2018, 2019 and 2020 PRSUs granted to the CEO and COO 200% of the PRSUs and will remain outstanding and eligible to vest on the same vesting schedule, subject to the grantee’s continued service.

Health and Welfare Benefits; Perquisites

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans. The Company does not provide pension or other post-retirement benefits, other than matching contributions

under the Company’s 401(k) retirement plan. The Company does not provide perquisites or other personal benefits to our executive officers.

Stock Ownership Guidelines

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

Anti-Pledging / Hedging Policies

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

Tax and Accounting Considerations

Section 280G of the Code

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

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

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.

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 2021. "Non-equity incentive plan compensation" and "bonus" amounts in the table below are included in the year earned rather than the year actually paid; a portion of certain amounts may be paid in the year following the year earned.


Name and principal 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	2021	650,000	—	3,757,858	650,000	13,500	5,071,358
	2020	650,000	84,500	2,000,174	565,500	12,825	3,312,999
	2019	650,000	162,500	2,000,402	—	12,375	2,825,277
Brian Bonnell, Chief Financial Officer	2021	395,000	—	3,288,295	237,000	13,500	3,933,795
	2020	395,000	30,810	1,750,176	206,190	12,825	2,395,001
Christian Voigtlander, Chief Operating Officer	2021	420,000	—	3,288,295	252,000	13,500	3,973,795
	2020	420,000	32,760	1,750,176	219,240	12,825	2,435,001
	2019	420,000	63,000	2,000,402	—	12,375	2,495,777
Dan Woolson, Corporate Vice President, General Manager - Infusion Systems	2021	300,000	—	1,200,183	180,000	13,500	1,693,683
	2020	300,000	23,400	800,032	156,600	12,825	1,292,857
	2019	300,000	90,000	1,000,201	—	12,375	1,402,576
Virginia Sanzone, Corporate Vice President, General Counsel	2021	300,000	30,000	1,350,107	180,000	13,500	1,873,607
	2020	300,000	23,400	900,106	156,600	12,825	1,392,931
	2019	300,000	90,000	1,000,201	—	12,375	1,402,576

____________________________

(1) The amounts for all named executive officers represent the discretionary cash bonuses earned by the named executive officers for fiscal years 2021, 2020 and 2019 under our MIP.

(2) Amounts include the grant date fair value of performance-based RSUs granted in the period and, for the CEO, COO and CFO, the grant date fair value of 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 25, 2022. 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 values of the 2021 performance-based RSUs (target and maximum) for each named executive officer.


	Performance-Based RSUs
Name	Target ($)	Maximum ($)
Vivek Jain	1,500,031	3,750,078
Brian Bonnell	1,312,477	3,281,193
Christian Voigtlander	1,312,477	3,281,193
Dan Woolson	1,200,183	1,200,183
Virginia Sanzone	1,350,107	1,350,107

In February 2021, the Compensation Committee determined to adjust the 2020 PRSU awards for our CEO, COO and CFO from the potential to earn between 0% and 250% of the award granted, to a potential to earn between 50% and 300% of the award granted, provided that the same previously established revenue and EPS targets are achieved by the Company. Amounts in the summary compensation table above include the incremental fair value of the modified awards, computed as of the modification date in accordance with ASC Topic 718. The following table sets forth the incremental fair value of the 2020 PRSU awards granted to our CEO, COO and CFO, as adjusted by the Compensation Committee in February 2021:


Name	Incremental Fair Value of Modified 2020 PRSU Award As of the Modification Date
Vivek Jain	$	757,796
Brian Bonnell	$	663,143
Christian Voigtlander	$	663,143

(3) The amounts for all named executive officers represent the cash bonuses earned by the named executive officers for fiscal year 2021 and 2020 based on the achievement of Adjusted EBITDA goals under our Performance-Based Incentive Plan and MIP.

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

Grants of Plan-Based Awards in 2021

The following table presents awards in 2021 under the Company’s various incentive award plans.


			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)	02/08/21	325,000	650,000	975,000
	Performance RSUs (3)	03/08/21				1,894	7,574	18,935		1,500,031
	Modified 2020 Performance RSUs (4)	02/15/21								757,796
	RSUs (5)	03/08/21							7,574	1,500,031

Brian Bonnell
	Performance bonus (2)	02/08/21	118,500	237,000	355,500
	Performance RSUs (3)	03/08/21				1,657	6,627	16,568		1,312,477
	Modified 2020 Performance RSUs (4)	02/15/21								663,143
	RSUs (4)	03/08/21							6,628	1,312,675

Christian Voigtlander
	Performance bonus (2)	02/08/21	126,000	252,000	378,000
	Performance RSUs (3)	03/08/21				1,657	6,627	16,568		1,312,477
	Modified 2020 Performance RSUs (4)	02/15/21								663,143
	RSUs (4)	03/08/21							6,628	1,312,675

Daniel Woolson
	Performance bonus (2)	02/08/21	90,000	180,000	270,000
	Performance RSUs (3)	03/08/21					6,060			1,200,183

Virginia Sanzone
	Performance bonus (2)	02/08/21	90,000	180,000	270,000
	Performance RSUs (3)	03/08/21					6,817			1,350,107

____________________________

(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 25, 2022.

(2)Company performance bonuses are payable under the Performance-Based Incentive Plan and 2021 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 2021 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 have a performance period of three years from the date of grant. For the CEO, COO and CFO, the performance RSUs will vest, if at all, upon the achievement of a minimum pre-established three-year cumulative adjusted revenue dollar target growth rate and adjusted EPS dollar target growth rate (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. For the remaining named executive officers other than the CEO, COO and CFO, the performance RSUs shall vest as to one third of the total number of PRSUs granted 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 none of the performance RSUs 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. For the named executive officers other than the CEO, COO and CFO, there are no threshold or maximum levels for their PRSU awards.

(4)In February 2021, the Compensation Committee determined to adjust the 2020 PRSU awards for our CEO, COO and CFO from the potential to earn between 0% and 250% of the award granted, to a potential to earn between 50% and 300% of the award granted, provided that the same previously established revenue and EPS targets are achieved by the Company. Amounts in the table above represent the incremental fair value of the modified awards, computed as of the modification date in accordance with ASC Topic 718. The following table sets forth the adjusted threshold and maximum levels for the 2020 PRSU awards granted to our CEO, COO and CFO, as adjusted by the Compensation Committee in February 2021:


Name	Threshold (#)	Target (#)	Maximum (#)
Vivek Jain	2,658	5,316	15,948
Brian Bonnell	2,326	4,652	13,956
Christian Voigtlander	2,326	4,652	13,956

(5)Amounts reflect the number of RSUs granted under our Amended and Restated 2011 Stock Incentive Plan and vest ratably on the anniversary of the grant over three years.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2021 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 May 8, 2017 and will continue until May 8, 2020, unless earlier terminated, and supersedes the employment agreement with Mr. Jain, dated February 7, 2014, as amended (the “Original Agreement”). 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.

Consistent with the Original Agreement, 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 $650,000;

•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.

Outstanding Equity Awards at December 31, 2021

The following table contains information about stock and option awards held at December 31, 2021, by our named executive officers. Stock awards and options were granted pursuant to our Amended and Restated 2011 Stock Incentive Plan.


	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	107,607	—	$	58.79	02/24/24
	134,759	—	$	58.79	02/24/24
	61,373	—	$	88.76	02/11/25
						1,444	$	342,719	(1)
						3,545	$	841,370	(2)
						7,574	$	1,797,613	(3)
										2,658	$	630,850	(4)
										1,894	$	449,403	(5)

Brian Bonnell						722	$	171,359	(1)
						3,102	$	736,229	(2)
						6,628	$	1,573,090	(3)
										2,326	$	552,053	(4)
										1,657	$	393,213	(5)

Christian Voigtlander	66,667	—	$	96.83	06/04/25
						1,444	$	342,719	(1)
						3,102	$	736,229	(2)
						6,628	$	1,573,090	(3)
										2,326	$	552,053	(4)
										1,657	$	393,213	(5)

Daniel Woolson										1,444	$	342,719	(6)
										2,835	$	672,859	(7)
										6,060	$	1,438,280	(8)

Virginia Sanzone										1,444	$	342,719	(6)
										3,190	$	757,115	(7)
										6,817	$	1,617,947	(8)

___________________________

(1)RSU award granted on 03/06/2019 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2021 of $237.34.

(2)RSU award granted on 03/06/2020 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2021 of $237.34.

(3)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 31, 2021 of $237.34.

(4)Performance RSUs granted on 03/06/2020 will vest, if at all, up to a 300% maximum upon the achievement of a minimum pre-established three-year cumulative adjusted revenue dollar target growth rate and adjusted EPS dollar target growth rate (each weighted 50%) over a three-year performance period ending on December 31, 2022. 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 6, 2023, 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, 2021 of $237.34 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 2021 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 03/08/2021 will vest, if at all, up to a 250% maximum upon the achievement of a minimum pre-established three-year cumulative adjusted revenue dollar target growth rate and adjusted EPS dollar target growth rate (each weighted 50%) over a three-year performance period ending on December 31, 2023. 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 6, 2024, 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, 2021 of $237.34 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 2021 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.

(6)Performance RSUs granted on 03/06/2019 shall vest in thirds on March 6th on each of 2020, 2021 and 2022, 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 31, 2021 of $$237.34 and assumes the maximum achievement level was reached.

(7)Performance RSUs granted on 03/06/2020 shall vest in thirds on March 6th on each of 2021, 2022 and 2023, 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 31, 2021 of $237.34 and assumes the maximum achievement level was reached.

(8)Performance RSUs granted on 03/08/2021 shall vest in thirds on March 6th 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 31, 2021 of $237.34 and assumes the maximum achievement level was reached.

Options Exercised and Stock Vested

The following table contains information about stock options exercised and vesting of RSUs during 2021 by the named executive officers of the Company.


		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	116,500	$	19,413,035
	RSU				5,897	$	1,191,312
	PRSU				8,044	$	1,773,219
Brian Bonnell	RSU				2,272	$	458,989
Christian Voigtlander	RSU				4,168	$	842,019
	PRSU				3,519	$	775,728
Daniel Woolson	PRSU				3,666	$	755,415
Virginia Sanzone	PRSU				4,044	$	835,481

____________________________

(1)Represents the difference between the fair market value of our stock underlying the options at exercise and the exercise price of the option.

(2)Represents the amounts realized based on the fair market value of our stock on the vesting date.

Potential Payments upon Termination or Change in Control

Amended and Restated Employment Agreement with Mr. Jain

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

•if such termination occurs not in connection with or following a change in control, (i) a lump sum payment in cash equal to one and a half times the sum of (x) his base salary and (y) target bonus for the year of termination; and (ii) full vesting of the shares subject to any then-outstanding Company equity-based awards (with all performance goals or other vesting criteria deemed to be achieved at target levels) granted to Mr. Jain between January 1, 2014 to December 31, 2016;

•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 equity-based awards that vest solely based on Mr. Jain’s continued service;

•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 in or after 2017 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

•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, 2021:


Change in Control Termination
	Vivek Jain		Brian Bonnell		Christian Voigtlander		Daniel Woolson		Virginia Sanzone
Number of PRSU/RSUs that would accelerate	29,784		21,731		26,784		10,339		11,451

Intrinsic value of accelerated equity awards	$	7,068,935	$	5,157,636	$	6,356,915	$	2,453,858	$	2,717,780
Salary	$	1,300,000	$	592,500	$	630,000	$	450,000	$	450,000
Bonus	$	1,950,000	$	592,500	$	630,000	$	450,000	$	480,000
Benefits	$	32,642	$	33,051	$	33,051	$	33,051	$	40,608
Total	$	10,351,577	$	6,375,687	$	7,649,966	$	3,386,909	$	3,688,388

Termination not in Connection with a Change in Control

Vivek
Jain

Brian Bonnell

Christian Voigtlander

SEC Form DEF 14A filed by ICU Medical Inc.