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DEF 14A 1 proxy2022.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

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Invacare Corporation

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April 4, 2022

Dear Fellow Shareholder,

Enclosed are Invacare’s 2022 Proxy Statement and voting materials. The proxy statement is a means for us to communicate with the Company’s shareholders about important corporate governance matters. We use the proxy statement to provide information about our Board of Directors, our governance practices, the alignment of our executive compensation program with the interests of our shareholders and to ask for shareholder approval of important business matters. The alignment of the Company's management and its Board of Directors with shareholders is an essential part of our relationship, helping ensure we are delivering long-term value to the Company’s owners. We appreciate your taking the time to review the enclosed information, so we can remain engaged with you as we keep pace with changes in the world around us.

As stewards of Invacare, our management team and independent Directors greatly value their engagement with our shareholders. In these proxy materials, we highlight key elements that demonstrate our ongoing commitment to good corporate governance.

Shareholder Engagement

We strive to maintain an active dialogue with our shareholders throughout the year. This past year we reached out to holders of over 77% of our outstanding shares to seek input and feedback on last year's proxy voting. This direct communication provides us valuable insight into the perspectives and expectations of our shareholders. This year's outreach program, which was focused on executive compensation, was particularly important for the Company.

Executive Compensation

We believe that our executive compensation program aligns with our business strategies and shareholder interests. While the Company has historically received an average approval of 92% in our annual advisory vote on executive compensation, known as “Say on Pay,” we were disappointed to receive support from only 34% of the votes cast last year for Say on Pay. In response, we engaged with our shareholders to seek feedback on our compensation program. While we regularly engage in discussions with our shareholders, our outreach efforts this year were particularly focused and thorough in light of last year's Say on Pay result. Based on our shareholder engagement discussions, we understand that many shareholders had concerns with the Company’s decisions to adjust its incentive plans during 2020 as a result of, and in response to, the extraordinary and unexpected business disruptions caused by the COVID-19 pandemic. In the Proxy Statement, we explain in more detail the feedback we received and the steps we took in response, as reflected in our 2021 pay program. The Company remains committed to ensuring that its compensation program is aligned with shareholders’ interests, and we believe that alignment has been further enhanced through our engagement with shareholders this year.

Corporate Governance

We routinely evaluate Invacare’s governance practices to ensure strong Board accountability, shareholder rights, and policies that maintain investor and public trust. We are pleased with the diverse perspectives and backgrounds, deep expertise, and strong industry-specific experience on our Board. In 2021, we were pleased to welcome a new Director with deep human capital experience directly linked to our

Invacare Corporation

One Invacare Way, Elyria, OH 44035 USA

440-329-6000 www.invacare.com

strategic drive for culture change, as well as a new Director with deep financial and business transformation experience. After 19 years of exemplary service on our Board, C. Martin Harris, M.D. has decided to retire from our Board. We thank him for his dedicated leadership and service to Invacare. The Board intends to appoint a successor Lead Independent Director following the annual meeting.

Environmental, Social and Governance Responsibility

Invacare’s commitment to strong principles of environmental stewardship, corporate social responsibility and good governance practices is essential to achieving our goals and delivering sustainable shareholder value. We believe that the principles of Diversity, Equity and Inclusion form an important part of our culture and are aligned with our mission of Making Life's Experiences Possible®. They align "how" we conduct our business with the interests of shareholders, customers, employees, suppliers and community constituents. As we continue to advance our policies and practices in this area, our Board will continue to provide guidance and oversee management's adherence to these principles.

Summary

Despite the persistent challenges in the business environment over the past year, we are pleased with our progress toward our long-term financial and strategic goals. We continue to believe that the Company has great potential to deliver sustainable value for its customers, employees and owners. We appreciate the continued interest and feedback from our shareholders. Our commitment to creating shareholder value through Invacare’s mission is unwavering.

We encourage you to use the Proxy Statement, along with other materials, such as Invacare’s Annual Report on Form 10-K, to help you participate in this year’s shareholder voting process.

Please vote your proxy. Whether or not you expect to attend the Annual Meeting in person, please vote the accompanying proxy card as soon as possible to ensure your shares are represented.

Thank you for your continued support of Invacare.




Matthew E. Monaghan						C. Martin Harris, M.D.
Chairman of the Board						Lead Independent Director
President and Chief Executive Officer

Invacare Corporation

One Invacare Way, Elyria, OH 44035 USA

440-329-6000 www.invacare.com

Invacare Corporation

Notice of Annual Meeting of Shareholders

To Be Held On May 19, 2022

The 2022 Annual Meeting of Shareholders of Invacare Corporation (the “Company”) will be held at the Company's Headquarters, One Invacare Way, Elyria, Ohio on Thursday, May 19, 2022, at 8:30 A.M. EDT, for the following purposes:

1. To elect eight Directors for a one-year term expiring in 2023;

2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2022 fiscal year;

3. To hold an advisory vote to approve the compensation of the Company's named executive officers; and

4. To transact any other business as may properly come before the Annual Meeting.

Holders of common shares and Class B common shares of record as of the close of business on Monday, March 22, 2022 are entitled to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting. For that reason, we ask that you promptly vote your proxy. If you are a shareholder of record, you can vote in one of the following ways:

1.Via the internet, by using www.proxyvote.com.

2.By telephone, by calling the number on your proxy card, voting instruction card, or notice.

3.By mail, by marking, signing, dating and mailing your proxy card if you requested printed materials, or your voting instruction card

4.In person, by attending the Annual Meeting.

We are actively monitoring the health and safety concerns and government recommendations and restrictions relating to the COVID-19 pandemic. As a result, we may impose precautionary procedures on meeting attendees or may decide to hold the Annual Meeting at a different location. If we decide to change the location of the Annual Meeting, we will announce the decision to do so in advance, and details on how to attend will be issued by press release (which will be filed with the SEC) and available at www.invacare.com. If you are planning to attend the Annual Meeting, please be sure to check our website for any updates and continue to review guidance from public health authorities as the time for the Annual Meeting approaches. As always, we encourage you to vote your shares by proxy prior to the Annual Meeting.

By Order of the Board of Directors,

Anthony C. LaPlaca, Secretary

April 4, 2022

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to Be Held on May 19, 2022:

The Notice of Annual Meeting Proxy Statement and the

2021 Annual Report and the means to vote by the internet are available

at www.proxyvote.com


TABLE OF CONTENTS

Proxy Summary			1
Annual Meeting of Shareholders			1
Annual Meeting Proposals			1
Corporate Governance Highlights and Board Composition			1
Our Commitment to ESG and DEI Principles			4
Executive Leadership Driving Business Transformation			5
Executive Compensation			6
Shareholder Engagement Program			7
Response to Advisory Vote and Shareholder Feedback			8

Questions and Answers Regarding Meeting			8

Election of Directors (Proposal 1)			12
Nominees			12
Votes Required (Proposal 1)			12
Director Biographies and Qualifications			12

Corporate Governance			21
Corporate Governance Guidelines			21
Director Independence			21
Board Meetings, Annual Meeting of Shareholders and Attendance			23
Executive Sessions			23
Board Nominations and Shareholder Recommendations			23
Lead Independent Director			24
Determination of Current Board Leadership Structure			25
Members of the Board Committees			26
Principal Functions of the Board Committees			26
Board Role in Risk Oversight			27
Codes of Ethics			28
Compensation Committee Interlocks and Insider Participation			28
Director Orientation Program			28
Communications with the Board			29

Director Compensation and Stock Ownership Guidelines			30
Director Compensation Program			30
Director Stock Ownership Guidelines			30
Director Deferred Compensation Plan			31
Fiscal 2020 Director Compensation Table			31
Outstanding Director Equity Awards at Year End			32


TABLE OF CONTENTS

Auditor Ratification (Proposal 2 )			33
Votes Required (Proposal 2 )			33

Report of the Audit Committee			34

Independent Registered Public Accounting Firm Fees and Services			36

Advisory Vote on Executive Compensation (Proposal 3 )			37
Votes Required (Proposal 3 )			37

Executive Compensation			38
Compensation Discussion and Analysis			38
Executive Summary			38
Setting Executive Compensation			45
Compensation Philosophy and Objectives			46
Components of Executive Compensation			48
20 21 Base Salary and Incentive Compensation			49
Fiscal Year 20 21 Compensation			49
Equity Grant Practices and Other Policies			58
Risk Assessment			61
Report of the Compensation and Management Development Committee on Executive Compensation			62
Summary Compensation Table			63
Equity Compensation			65
Outstanding Equity Awards at December 31, 202 1			70
Option Exercises and Stock Vested During Fiscal Year 202 1			72
Pension Benefits for Fiscal Year 202 1			72
Nonqualified Deferred Compensation for Fiscal Year 202 1			74
Other Potential Post-Employment Compensation			75

CEO Pay Ratio			82

Equity Compensation Plan Information			83

Security Ownership of Certain Beneficial Holders and Management			84
Share Ownership and Voting Power of Principal Holders other than Management			84
Share Ownership and Voting Power of Invacare's Directors, Director Nominees and Executive Officers			85

Other Matters			86


Date and Time						May 19, 2022 at 8:30 A.M. EDT
Place						Company's Headquarters One Invacare Way, Elyria, Ohio 44035
Record Date						March 22, 2022
Voting						Holders of outstanding common shares and Class B common shares as of the record date are entitled to vote at the Annual Meeting
Stock Symbol						IVC
Exchange						NYSE
Transfer Agent						EQ Shareowner Services


	Item of Business	Board's Recommendation	See Page
(1)	To elect eight Directors for a one-year term expiring in 2023	FOR all Nominees	12

(2)	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2022 fiscal year	FOR	33
(3)	To hold an advisory vote to approve the compensation of the Company's named executive officers	FOR	37


Pay for Performance			Our executives are rewarded for meeting or exceeding financial and operating performance objectives and for leadership excellence, with increased at-risk compensation at higher, more influential levels.
Alignment with Shareholders' Interests			Our performance goals are established with the long-term objective of creating sustainable and profitable growth.
Attraction of Top Talent			Compensation, together with other factors, enables us to attract key talent to build our core businesses and expand as a healthcare technology company in meaningful ways.
Retention of Talent			Our compensation program is structured to appropriately motivate our important and talented employees to remain with the Company and continue making significant long-term contributions.


What We Do			What We Don't Do
þ Pay for Performance			ý No Gross-Ups for Excise Taxes in New Arrangements
þ Annual Say-on-Pay Vote			ý No Repricing Stock Options
þ Clawback Policy			ý No Hedging or Pledging of Company Stock
þ Short-Term and Long-Term Incentives			ý No Dividend Equivalents on Unvested Equity Grants
þ Independent Compensation Consultant
þ Stock Ownership Guidelines
þ Limited Perquisites and No Related Tax Gross-Ups
þ Double-Trigger Change of Control Agreements
þ Mitigate Inappropriate Risk Taking


Name	Age	Position with the Company	Director Since
Matthew E. Monaghan	54	Chairman, President & CEO	2015
Susan H. Alexander	65	Independent Director	2016
Julie A. Beck	60	Independent Director	2019
Petra Danielsohn-Weil, PhD	62	Independent Director	2018
Stephanie L. Fehr	57	Independent Director	2021
Marc M. Gibeley	57	Independent Director	2015
Clifford D. Nastas	59	Independent Director	2015
Aron I. Schwartz	51	Independent Director	2022


Susan H. Alexander
Age 65

Director Since 2016			* Nominating and Governance Committee

Independent			* Regulatory and Compliance Committee (Chair)


Julie A. Beck
Age 60

Director Since 2019			* Audit Committee

Independent			* Nominating and Governance Committee


Petra Danielsohn-Weil, PhD
Age 62

Director Since 2018			* Compensation and Management Development Committee

Independent			* Regulatory and Compliance Committee


Stephanie L. Fehr
Age 57

Director Since 2021			* Compensation and Management Development Committee

Independent			* Regulatory and Compliance Committee


Marc M. Gibeley
Age 57

Director Since 2015			* Audit Committee

Independent			* Compensation and Management Development Committee (Chair)


Matthew E. Monaghan
Age 54

Director Since 2015

Chairman of the Board
President and Chief Executive Officer

SEC Form DEF 14A filed by Invacare Corporation