icui-20240401

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

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

ý Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

ICU MEDICAL, INC.

(Name of Registrant as Specified in Its Charter)

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

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

ý No fee required.

o Fee paid previously with preliminary materials.

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

ICU MEDICAL, INC.

951 Calle Amanecer

San Clemente, California 92673-6213

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held May 15, 2024

The 2024 Annual Meeting of Stockholders (“Annual Meeting”) of ICU Medical, Inc. (the ''Company'') will be held virtually, exclusively via online live webcast at www.virtualshareholdermeeting.com/ICUI2024 on Wednesday, May 15, 2024 at 9:00 a.m., Pacific Daylight Time.

At the Annual Meeting, stockholders will be asked to:

1.Elect the following seven directors of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified: Vivek Jain, David C. Greenberg, Elisha W. Finney, David F. Hoffmeister, Donald M. Abbey, Laurie Hernandez, and Kolleen T. Kennedy.

2.Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024;

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

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

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

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

All stockholders are invited to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/ICUI2024. For instructions on how to attend the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Virtual Annual Meeting Attendance.”

YOUR VOTE IS IMPORTANT

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

THANK YOU FOR ACTING PROMPTLY

By Order of the Board of Directors

Virginia Sanzone, Corporate Vice

President, General Counsel and Secretary

San Clemente, CA

April 2, 2024

TABLE OF CONTENTS


			Page
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS			4
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2024			5
QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS			5
Voting Information			5
Voting Matters and Board Recommendations			7
Virtual Annual Meeting Attendance			8
Revoking or Changing Your Vote			9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			10
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			12
Executive Officers			12
Compensation Discussion and Analysis			12
Summary Compensation Table			24
Grants of Plan-Based Awards			25
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 202 3 Table			26
Outstanding Equity Awards			26
Options Exercised and Stock Vested			29
Potential Payments upon Termination or Change in Control			29
Director Compensation			33
CEO Pay Ratio			34
Pay Versus Performance			31
COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT			38
EQUITY COMPENSATION PLAN INFORMATION			39
CORPORATE GOVERNANCE			39
Board of Directors Structure			39
Board Meetings and Committees and Attendance at Meetings			40
Board Leadership Structure			41
Board Oversight of Risk			41
Code of Ethics			42
Nominating/Corporate Governance Committee			42
Audit Committee			43
Compensation Committee			44
Stockholder Communications			44
Compensation Committee Interlocks and Insider Participation			45
Conflict of Interest Analysis			45
Family Relationships			45
Transactions with Related Persons			45
Policies and Procedures Regarding Transactions with Related Persons			45
Sustainability			45
Proposal 1- Election of Directors			47
Proposal 2 - Ratification of Auditors			49
Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation			49
ANNUAL REPORT			50


NOMINATION OF DIRECTORS AND SUBMISSION OF STOCKHOLDER PROPOSALS			50
OTHER MATTERS			50
SOLICITATION OF PROXIES			50
ANNEX A			51

Forward-Looking Statements

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

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

ICU Medical, Inc.

951 Calle Amanecer

San Clemente, California 92673-6213

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

April 2, 2024

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

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

Annual Meeting of Stockholders

Time and Date

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

Record Date

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

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

Voting

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

Voting Matters

•Elect the seven director nominees named in this Proxy Statement.

•Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024.

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

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

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ONLINE ON MAY 15, 2024

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

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

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

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS

Voting Information

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

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

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

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

Who is entitled to vote at the Annual Meeting?

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

How do I submit my proxy?

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

•by signing, dating, and mailing the enclosed proxy card in the enclosed envelope, if you received paper copies of these materials. Proxy cards submitted by mail must be received by the Company no later than May 14, 2024 in order for your shares to be voted;

•electronically, via the Internet by accessing www.proxyvote.com using your control number on your proxy card until 11:59 P.M. Eastern Time on May 14, 2024; or

•over the telephone by calling toll free number 1-800-690-6903 until 11:59 P.M. Eastern Time on May 14, 2024.

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

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

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

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

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

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

How can I ask questions at the 2024 Annual Meeting?

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

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

•irrelevant to the business of the Company or to the business of the Annual Meeting;

•related to information beyond that which is contained in our prior public disclosures;

•related to material non-public information of the Company;

•related to personal grievances;

•derogatory references to individuals or that are otherwise in bad taste;

•substantially repetitious of statements already made by another stockholder;

•in furtherance of the stockholder’s personal or business interests; or

•out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair of the Annual Meeting or the Corporate Secretary in their reasonable judgment.

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

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

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

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

•By Internet: www.proxyvote.com

•By telephone: 1-800-579-1639

•By e-mail: sendmaterial@proxyvote.com

Where can I find the voting results?

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

How will my proxy be voted?

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

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

•FOR proposal 2, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024; and

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

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

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

Your vote is important. Thank you for voting.

Voting Matters and Board Recommendations

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

Broker Non-Votes. The term “broker non-votes” refers to shares held by a broker in “street name” that are present by proxy but are not voted pursuant to rules prohibiting brokers from voting on non-routine matters without instructions from the beneficial owner of the shares. Broker non-votes on non-routine matters are not counted as entitled to vote on a matter in determining the number of affirmative votes required for approval of the matter but are counted as present for quorum purposes.

Of the proposals to be considered at the Annual Meeting, only the ratification of the appointment of the independent registered public accounting firm is considered to be a routine matter on which brokers may vote without instructions from beneficial owners. The election of directors and the advisory vote to approve named executive officer compensation are considered non-routine matters on which brokers may not vote without instructions from the beneficial owners.

Votes Withheld and Abstentions. Under our Bylaws, a share present at the meeting but for which there is an abstention or as to which a stockholder gives no authority or direction as to a particular proposal (“votes withheld”), shall be counted as present for purpose of establishing a quorum but shall not be counted as a vote cast for or against the proposal.

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

•Proposal 1. Election of Directors: The election of directors will be decided by a plurality of the votes. The seven director nominees receiving the highest number of affirmative “for” votes will be elected. Votes withheld are not considered votes cast and will, therefore, not affect the outcome of this proposal. As brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal, broker non-votes will have no effect on the outcome of the proposal. In addition, under our Bylaws, in an uncontested election of directors (one in which the only nominees are those nominated by the Board), any nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election shall, within 10 days following the certification of the stockholder vote, tender his or her written resignation to the Chairperson of the Board for consideration by the Nominating/Corporate Governance Committee of the Board ("the Nominating Committee"). The Nominating Committee shall consider such tendered resignation and within 60 days following the certification of the stockholder vote, shall make a recommendation to the Board concerning the acceptance or rejection of the resignation.

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

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

Board Recommendations

The Board recommends that you vote:

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

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

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

Virtual Annual Meeting Attendance

As permitted by Delaware law, the Annual Meeting will be held entirely virtually at www.virtualshareholdermeeting.com/ICUI2024, on Wednesday, May 15, 2024 at 9:00 a.m., Pacific Daylight Time, and at any adjournments thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. There will be no physical location at which stockholders may attend the Annual Meeting, but stockholders may attend and participate in the meeting electronically. Stockholders who participate in the virtual Annual Meeting will be deemed to be present in person and will be able to vote during the Annual Meeting at the times that the polls are open. Stockholders who wish to attend the meeting should go to www.virtualshareholdermeeting.com/ICUI2024, at least 10 minutes before the beginning of

the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders of record as of March 19, 2024, the record date. Stockholders of record will need to provide the control number on the attachment to the enclosed proxy card to verify their identity.

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

Revoking or Changing Your Vote

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to shares of Common Stock beneficially owned as of March 19, 2024, by (a) each current director and each nominee for director, (b) each named executive officer for fiscal year ended December 31, 2023 and (c) all current directors and executive officers of ICU as a group. Unless otherwise indicated in the footnotes following the table, and subject to community property laws where applicable, the Company believes that the persons as to whom the information is given have sole voting and investment power over the shares listed as beneficially owned. The business address of the Company’s directors and officers is 951 Calle Amanecer, San Clemente, California 92673.

Stock Ownership of Directors and Executive Officers:


		Shares of Common Stock Owned	Shares Acquirable	Total Shares Beneficially Owned	Percent of Outstanding Shares (1)
	George A. Lopez, M.D.	1,195,096	—	1,195,096	4.9	%	(2)
	David C. Greenberg	4,589	14,470	19,059	*		(3)
	Elisha W. Finney	1,481	10,417	11,898	*
	David F. Hoffmeister	2,079	7,367	9,446	*
	Donald M. Abbey	2,079	7,367	9,446	*
	Laurie Hernandez	937	3,273	4,210	*
	Kolleen T. Kennedy	614	2,598	3,212	*
	Vivek Jain	193,291	61,373	254,664	1.0	%	(4)
	Brian M. Bonnell	24,954	—	24,954	*
	Christian B. Voigtlander	12,539	66,667	79,206	*
	Dan Woolson	15,609	—	15,609	*
	Virginia Sanzone	6,532	—	6,532	*
	All directors and executive officers as a group (12 persons)	1,459,800	173,532	1,633,332	6.7	%
____________________________
* Represents less than 1% of our outstanding Common Stock

(1)	The beneficial ownership percentage of each stockholder is calculated based on the number of shares of Common Stock outstanding as of March 19, 2024. Shares of our Common Stock that a person has the right to acquire within 60 days of March 19, 2024 (whether under RSUs that vest during that period or under options currently exercisable or that are exercisable during that period) are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.
(2)	Includes 877,343 shares owned by the George A. Lopez, M.D. Second Family Limited Partnership (the “Partnership”), representing 3.6% of the total shares of Common Stock outstanding as of March 19, 2024. Dr. Lopez is the general partner of the Partnership and holds a 1% general partnership interest in the Partnership. As the general partner, he has the power to vote and power to dispose of the 877,343 shares owned by the Partnership and may be deemed to be a beneficial owner of such shares. Trusts for the benefit of Dr. Lopez’s children, the Christopher George Lopez Children’s Trust and the Nicholas George Lopez Children’s Trust (collectively, the “Trusts”), own a 99% limited partnership interest in the Partnership. Dr. Lopez is not a trustee of and has no pecuniary interest in the assets of the Partnership held by his children’s Trusts. Except to the extent of the undivided 1% general partnership interest in the assets of the Partnership, Dr. Lopez disclaims any beneficial ownership of the shares owned by the Partnership. Includes 4,002 shares owned by the Lopez Family Trust. Dr. Lopez is a trustee and beneficiary of the Lopez Family Trust. Includes shares held by Dr. Lopez as Trustee of the Lopez Charitable Remainder Trust #1 for the benefit of Dr. Lopez.
(3)	Includes 500 shares held by David C. Greenberg, TTEE David C. Greenberg, Declaration of Trust.
(4)	Includes 88,698 shares held by Vivek Jain Descendant's Trust.

Beneficial Holders of More than 5%

As of March 19, 2024, those that beneficially own more than 5% of ICU Common Stock were as follows:


	Name and Address of Beneficial Owner	Shares of Common Stock Owned	Percent of Outstanding Shares
	Janus Henderson Group	2,617,933	10.7	%	(1)(2)
	201 Bishopsgate EC2M 3AE, United Kingdom

	BlackRock Inc.	2,558,515	10.5	%	(1)(3)
	50 Hudson Yards, New York, NY 10001

	The Vanguard Group, Inc.	2,440,729	10.0	%	(1)(4)
	100 Vanguard Blvd, Malvern, PA 19355

	Smiths Group plc	1,670,000	6.9	%	(1)(5)
	Level 10, 255 Blackfriars Road, London, United Kingdom, SE1 9AX.

	Wellington Management Group LLP	1,575,456	6.5	%	(1)(6)
	280 Congress Street, Boston, MA 02210

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

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Information about our Executive Officers

The following table lists the names, ages, certain positions and offices held by our executive officers as of April 2, 2024:

Age

Office Held

Vivek Jain

Chairman of the Board and Chief Executive Officer

Brian Bonnell

Chief Financial Officer and Treasurer

Christian B. Voigtlander

Chief Operating Officer

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

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

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

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

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

Compensation Discussion and Analysis

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


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 program is designed to reward our executive officers and employees when the Company performs or to deliver below target compensation when the Company and/or individuals underperform.

•Mix of compensation components and incentives. We target a balanced mix of cash and equity compensation and we focus more on variable and performance-based incentives (such as bonus and equity compensation) and less on fixed compensation (such as base salary). In 2023 base salaries remained the same as 2022 base salaries. Our base salaries remain below the median of our peer group and accordingly performance-based incentive compensation remains important for the retention of our named executive officers.

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

2023 Business Highlights


(in millions, except per share and stock price amounts)
	2023		2022		Change
Revenue	$	2,259.1	$	2,280.0	(0.9)	%
Net Loss	$	(29.7)	$	(74.3)	60.0	%
Adjusted EBITDA(1)	$	376.1	$	358.7	4.9	%
Diluted (loss) earnings per share (EPS)	$	(1.23)	$	(3.11)	60.5	%
Adjusted Diluted EPS(2)	$	6.75	$	6.51	3.7	%
Operating cash flow	$	166.2	$	(62.1)	367.6	%
Free Cash Flow(3)	$	83.8	$	(151.5)	155.3	%
Closing Stock Price at Fiscal Year-end	$	99.74	$	157.48	(36.7)	%

___________________________

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

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

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

Executive Compensation Program Highlights

Pay for Performance

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

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

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

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

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

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

Strong Governance and Other Compensation Practices

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

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

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

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

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

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

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

2023 Say-on-Pay Vote

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

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

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

How We Determine Executive Compensation

Compensation Philosophy and Objectives

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

•the overall business and financial performance of the Company;

•the individual’s performance, experience and skills;

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

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

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

The main objectives of our executive compensation program are to:

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

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

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

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

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

Engagement of Compensation Consultant

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

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


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

This compensation peer group was used by the Compensation Committee during 2023 as a reference for understanding the competitive market for executive positions in our industry sector. The market data used for the Compensation Committee’s comparative analysis was drawn from publicly-available sources for the companies in the compensation peer group. The peer group consists of companies in the publicly-held health care equipment and supply sectors that generally met the following characteristics: positive revenue growth, annual revenues of approximately 0.5-3.0 times our revenues and aggregate market values of approximately 0.5-4.0 times our aggregate market value. We believe these characteristics are relevant because their similarity captures the similarity in the labor market for executives.

Elements of Compensation

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

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

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

Base Salaries

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

Base salaries in 2023 remained the same as those in 2022. The following table presents each named executive officer's annual base salary for 2023:


Name	Position	2023 Annual Base Salary
Vivek Jain	Chief Executive Officer/ Chairman of the Board	$	775,000
Brian Bonnell	Chief Financial Officer and Treasurer	$	475,000
Christian Voigtlander	Chief Operating Officer	$	500,000
Daniel Woolson	Corporate Vice President, General Manager - Infusion Systems	$	375,000
Virginia Sanzone	Corporate Vice President, General Counsel	$	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 2023 target bonus opportunities and the eligible MIP range (threshold and maximum) for each named executive officer, which were unchanged from 2022.


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

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

Plan Funding Percentages

Based on a review of current economic conditions, the Compensation Committee set the following Adjusted EBITDA and FCF performance goals (each weighted 50%) under the 2023 MIP:


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

Performance Against the Plan Targets

Based on the Company's actual Adjusted EBITDA and FCF performance of $376.1 million and $83.8 million for 2023, respectively, the cash incentive payouts under the 2023 MIP were earned at 60%. However, based on a review of each named executive officer's individual performance and contributions to the Company for 2023 with consideration given for work performed in 2023, the Compensation Committee determined that each of the CFO, CVP GC and Mr. Woolson earned cash incentive payouts at approximately 68% of target, while the payouts for the CEO and COO were not adjusted and remained at 60% of target. Specifically, the Compensation Committee considered the named executive officers' contribution toward the continued integration of the Smiths Medical acquisition and the extensive demands on this team during the year. The

integration of Smiths Medical has been demanding across the Company and this team since 2022 from improving the customer experience for legacy Smiths Medical customers, meeting the needs of the various regulatory bodies and doubling the employee population. Further, this team has led the Company in achieving (i) significant progress during 2023 relating to the supply chain and quality in the Smiths Medical legacy business and (ii) better than expected synergy capture during 2023.

The following table presents the possible threshold, target and stretch bonus payouts for the 2023 MIP, as well as the actual amounts paid under the MIP for each named executive officer for 2023.


Name	Salary		Potential Threshold Bonus		Potential Target Bonus		Potential Maximum Bonus		Actual Bonus Paid		Actual Bonus Paid % of Target Bonus
Vivek Jain	$	775,000	$	387,500	$	775,000	$	1,162,500	$	465,000	60	%
Brian Bonnell	$	475,000	$	142,500	$	285,000	$	427,500	$	194,085	68	%
Christian Voigtlander	$	500,000	$	150,000	$	300,000	$	450,000	$	180,000	60	%
Daniel Woolson	$	375,000	$	112,500	$	225,000	$	337,500	$	152,550	68	%
Virginia Sanzone	$	430,000	$	129,000	$	258,000	$	387,000	$	175,698	68	%

Equity Awards

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

2023 Equity Awards

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

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


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

These equity award values above were used to determine the number of shares to be issued to each named executive officer. The equity awards approved by our Compensation Committee in March 2023 were subject to shareholder approval of additional shares available for issuance under our Amended and Restated 2011 Stock Incentive Plan at the May 17, 2023 Annual Meeting of Stockholders. As such, the grant of the equity awards was effective on May 17, 2023 and the related grant-date fair value was calculated based on this date.

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


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

____________________________

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

(2) Number of units shown for CEO, COO, CFO and CVP, GC represents the total award to be earned (at target) at the end of a three-year performance period and for Mr. Woolson the total award to be earned (at target) over three annual performance periods.

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

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

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

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

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

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

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

Vesting of Equity Awards Granted

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

In 2021, we granted PRSUs to our CEO, COO and CFO, which had a performance period commencing on January 1, 2021 and ending on December 31, 2023 and would be earned, if at all, subject to the achievement of minimum three-year adjusted revenue compound annual growth rate (CAGR) and two-year Adjusted Diluted EPS CAGR, which when reviewed against a predetermined vesting matrix (as shown below) could result in the vesting of 0% to 250% of the target number of PRSUs, subject to continued service through the vesting date of March 6, 2024. "Adjusted revenue" means revenue excluding contract manufacturing revenue to Pfizer.

3-Year Adjusted Revenue CAGR (Base Year = 2020 Actual Results)

2-Year EPS CAGR (Base Year = 2021 Annual Operating Plan )

0.0x

0.25x

0.5x

0.75x

1.0x

0.25x

0.5x

0.75x

1.0x

1.25x

0.5x

0.75x

1.0x

1.25x

1.75x

0.75x

1.0x

1.25x

1.75x

2.25x

12%

1.0x

1.25x

1.75x

2.25x

2.5x

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

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


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

Severance and Change in Control Payments and Benefits

Severance and Change in Control Arrangements with our Named Executive Officers

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

Equity Plan

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

Health and Welfare Benefits; Perquisites

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

Stock Ownership Guidelines

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

Anti-Pledging / Hedging Policies

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

Clawback Policy

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

Tax and Accounting Considerations

Section 280G of the Code

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

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

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 2023. “Non-equity incentive plan compensation” and “bonus” amounts in the table below are included in the year earned rather than the year actually paid; a portion of certain amounts may be paid in the year following the year earned.


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

____________________________

(1) The amounts for all named executive officers represent the discretionary cash bonuses earned by the named executive officers for fiscal years 2023, 2022 and 2021 under our MIP.

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


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

The grant date fair value of PRSUs is based on the closing stock price on the date of grant and the probable outcome of the applicable performance conditions, which is the target value. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2024. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). The following table presents the grant-date fair values of the 2023 PRSUs (target and maximum) for each named executive officer.


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

(3) The amounts for all named executive officers represent the cash bonuses earned by the named executive officers for the respective fiscal years based on the achievement of Adjusted EBITDA and, for 2023, FCF goals under our Performance-Based Incentive Plan and MIP.

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

Grants of Plan-Based Awards in 2023

The following table presents awards in 2023 under the Company’s various incentive award plans.


			Estimated Possible Payouts Under non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units	Grant date fair value of stock and option awards ($)(1)
Name		Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Vivek Jain
	Performance bonus (2)	02/16/23	387,500	775,000	1,162,500
	Performance RSUs (3)	05/17/23				3,654	14,616	36,540		2,777,332
	RSUs (4)	05/17/23							14,615	2,777,142

Brian Bonnell
	Performance bonus (2)	02/16/23	142,500	285,000	427,500
	Performance RSUs (3)	05/17/23				2,436	9,744	24,360		1,851,555
	RSUs (4)	05/17/23							9,743	1,851,365

Christian Voigtlander
	Performance bonus (2)	02/16/23	150,000	300,000	450,000
	Performance RSUs (3)	05/17/23				2,436	9,744	24,360		1,851,555
	RSUs (4)	05/17/23							9,743	1,851,365

Daniel Woolson
	Performance bonus (2)	02/16/23	112,500	225,000	337,500
	Performance RSUs (3)	05/17/23				8,770	8,770	8,770		1,666,475

Virginia Sanzone
	Performance bonus (2)	02/16/23	129,000	258,000	387,000
	Performance RSUs (3)	05/17/23				1,218	4,872	12,180		925,777

SEC Form DEF 14A filed by ICU Medical Inc.