icui-20260323

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:

x Preliminary Proxy Statement

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

o 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 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held May 13, 2026

The 2026 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/ICUI2026 on Wednesday, May 13, 2026 at 9:00 a.m., Pacific Time.

At the Annual Meeting, stockholders will be asked to:

•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 ("Proposal 1");

•Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 ("Proposal 2");

•Hold an advisory (non-binding) vote to approve our named executive officer compensation ("Proposal 3");

•Approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions ("Proposal 4");

•Approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25% ("Proposal 5");

•Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 5 ("Proposal 6");

•Hold an advisory (non-binding) vote on a stockholder proposal to establish a 10% stockholder special meeting right ("Proposal 7"); and

•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 20, 2026 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/ICUI2026. 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

________, 2026

TABLE OF CONTENTS


			Page
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS			1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 13, 2026			2
QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS			2
Voting Information			2
Voting Matters and Board Recommendations			5
Virtual Annual Meeting Attendance			6
Revoking or Changing Your Vote			6
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			25
Grants of Plan-Based Awards			26
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 202 5 Table			26
Outstanding Equity Awards			27
Options Exercised and Stock Vested			30
Potential Payments upon Termination or Change in Control			30
Director Compensation			34
CEO Pay Ratio			34
Pay Versus Performance			31
COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT			38
EQUITY COMPENSATION PLAN INFORMATION			40
CORPORATE GOVERNANCE			40
Board of Directors Structure			40
Board Meetings and Committees and Attendance at Meetings			41
Board Leadership Structure			41
Board Oversight of Risk			42
Code of Ethics			42
Nominating/Corporate Governance Committee			43
Audit Committee			44
Compensation Committee			44
Stockholder Communications			45
Compensation Committee Interlocks and Insider Participation			46
Conflict of Interest Analysis			46
Family Relationships			46
Transactions with Related Persons			46
Policies and Procedures Regarding Transactions with Related Persons			46
Sustainability			46
Proposal 1- Election of Directors			48
Proposal 2 - Ratification of Auditors			50
Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation			50


Proposal 4 - Vote to Approve Amendments to the Company's Amended and Restated Certificate of Incorporation to Adopt Simple Majority Voting Provisions			51
Proposal 5 – Vote to Approve Amendments to the Company’s Amended and Restated Certificate of Incorporation to Adopt a Stockholder Right to Call Special Meeting s at an Ownership Threshold of 25%			52
Proposal 6 - Approval of an Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes at the Time of the Annual Meeting to Approve Proposal 5			54
Proposal 7 – Advisory Vote on a Stockholder Proposal to Establish a 10% Stockholder Special Meeting Right			54
ANNUAL REPORT			56
NOMINATION OF DIRECTORS AND SUBMISSION OF STOCKHOLDER PROPOSALS			56
OTHER MATTERS			56
SOLICITATION OF PROXIES			57
ANNEX A - NON-GAAP FINANCIAL MEASURES			58
ANNEX B - PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT SIMPLE MAJORITY VOTING PROVISIONS			61
ANNEX C – PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT A STOCKHOLDER RIGHT TO CALL SPECIAL MEETINGS AT AN OWNERSHIP THRESHOLD OF 25%			63
ANNEX D – BYLAW AMENDMENTS RELATING TO SPECIAL MEETING PROCEDURES			65

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, 2025, 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 2026 ANNUAL MEETING OF STOCKHOLDERS

________, 2026

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 2026 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 for the year ended December 31, 2025 (the “2025 Annual Report”) are being made available to stockholders on or about ______, 2026.

Annual Meeting of Stockholders

Time and Date

The Annual Meeting will be held virtually on Wednesday, May 13, 2026 at 9 a.m. Pacific Time (“PT”). Stockholders may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ICUI2026.

Record Date

The Board has set March 20, 2026 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 20, 2026, the outstanding voting securities of the Company consisted of 24,992,388 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 2026.

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

•Approve amendments to the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions.

•Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%.

•Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 5.

•Hold an advisory vote on a stockholder proposal to establish a 10% stockholder special meeting right.

•To transact such other business as may properly come before the Annual Meeting or any adjournment, postponement or continuation 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 13, 2026

This Proxy Statement and the 2025 Annual Report 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/ICUI2026. 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 20, 2026, 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/ICUI2026 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 2025 Annual Report available to certain of our stockholders electronically via the Internet. On or about _______, 2026, 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 2025 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 2025 Annual Report. We encourage you to access and review the Proxy Statement and 2025 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 20, 2026. 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 12, 2026 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 12, 2026; or

•over the telephone by calling toll free number 1-800-690-6903 until 11:59 P.M. Eastern Time on May 12, 2026.

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/ICUI2026 and vote electronically. Electronically submitted ballots must be received before the polls are closed during the Annual Meeting to be counted.

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 2026 Annual Meeting?

The 2026 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/ICUI2026) 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 12, 2026. 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 2025 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 April 29, 2026, 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 2026;

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

•FOR proposal 4, the amendment of the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions;

•FOR proposal 5, the amendment of the Company’s Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%;

•FOR proposal 6, approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 5; and

•AGAINST proposal 7, an advisory vote on a stockholder proposal to establish a 10% stockholder special meeting right.

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, proposal 3, proposal 4, proposal 5, proposal 6 or proposal 7 each of which are non-routine matters, 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, the advisory vote to approve named executive officer compensation, the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions, the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%, the approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 5 and the advisory vote to approve a stockholder proposal to establish a 10% stockholder special meeting right 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 cast. The seven director nominees receiving the highest number of affirmative “for” votes will be elected. Votes marked "withheld" and 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 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 and broker non-votes will have no effect on the outcome of this proposal.

•Proposal 4. Vote to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions: Stockholder approval of this matter requires the affirmative vote of the holders of a majority of the outstanding shares of our stock entitled to vote thereon. Abstentions and broker non-votes will have the effect as a vote against this proposal.

•Proposal 5. Vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%: Stockholder approval of this matter requires the affirmative vote of the holders of a majority of the outstanding shares of our stock entitled to vote thereon. Abstentions and broker non-votes will have the effect of a vote against this proposal.

•Proposal 6. Vote to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 5: 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 and broker non-votes will have no effect on the outcome of this proposal.

•Proposal 7. Advisory vote on a stockholder proposal to establish a 10% stockholder special meeting right: 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 and broker non-votes will 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, 2026;

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

•FOR the amendment of the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting;

•FOR the amendment of the Company’s Amended and Restated Certificate of Incorporation to adopt a special meeting right at an ownership threshold of 25%;

•FOR the adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5; and

•AGAINST the stockholder proposal to establish a 10% stockholder special meeting right.

Virtual Annual Meeting Attendance

As permitted by Delaware law, the Annual Meeting will be held entirely virtually at www.virtualshareholdermeeting.com/ICUI2026, on Wednesday, May 13, 2026 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/ICUI2026, 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 20, 2026, 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/ICUI2026, 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, 2026, (iii) the approval, on an advisory basis, of our named executive officer compensation, (iv) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions, (v) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings, and (vi) the approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5; will be voted against the approval of the stockholder proposal to establish a 10% stockholder special meeting right; and will be voted 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 provides information on the beneficial ownership of our common stock as of March 20, 2026, by (a) each current director and each nominee for director, (b) each named executive officer for fiscal year ended December 31, 2025 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)
	David C. Greenberg	8,460	11,862	20,322	*		(2)
	Elisha W. Finney	3,252	9,438	12,690	*
	David F. Hoffmeister	4,750	7,673	12,423	*
	Donald M. Abbey	4,750	7,673	12,423	*
	Laurie Hernandez	3,608	3,579	7,187	*
	Kolleen T. Kennedy	3,285	2,904	6,189	*
	Vivek Jain	279,172	—	279,172	1.1	%	(3)
	Brian M. Bonnell	71,750	—	71,750	*
	Christian B. Voigtlander	46,306	—	46,306	*
	Daniel Woolson	24,602	—	24,602	*
	Virginia Sanzone	21,907	—	21,907	*
	All directors and executive officers as a group (11 persons)	471,842	43,129	514,971	2.1	%
____________________________
* 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 20, 2026. Shares of our Common Stock that a person has the right to acquire within 60 days of March 20, 2026 (whether under restricted stock units ("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 500 shares held by David C. Greenberg, TTEE David C. Greenberg, Declaration of Trust.
(3)	Includes 152,339 shares held by Vivek Jain Descendant's Trust.

Beneficial Holders of More than 5%

As of March 20, 2026, 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
	BlackRock Inc.	3,649,469	14.6	%	(1)(2)
	50 Hudson Yards, New York, NY 10001

	Janus Henderson Group	2,470,146	9.9	%	(1)(3)
	201 Bishopsgate EC2M 3AE, United Kingdom

	The Vanguard Group, Inc.	2,440,729	9.8	%	(1)(4)
	100 Vanguard Blvd, Malvern, PA 19355

	Fuller & Thaler Asset Management, Inc.	1,412,644	5.7	%	(1)(5)
	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 BlackRock, Inc. stated in its Schedule 13G/A filed with the SEC on November 08, 2024, BlackRock, Inc. that, of the 3,649,469 shares beneficially owned, it has sole voting power over 3,597,246 shares and sole dispositive power over all 3,649,469 shares. The address for BlackRock, Inc.is 50 Hudson Yards, New York, NY 10001.
(3)	Based solely on a Schedule 13G/A filed with the SEC on August 14, 2025, Janus Henderson Group plc has shared voting and shared dispositive power over 2,470,146 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.
(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 solely on Schedule 13G/A filed with the SEC on November 12, 2024, Fuller & Thaler Asset Management, Inc. that, of the 1,412,644 shares beneficially owned, it has sole voting power over 1,390,673 shares and sole dispositive power over all 1,412,644 shares. The address for Fuller & Thaler Asset Management, Inc.is 411 Borel Avenue, Suite 300, San Mateo, CA 94402.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of ICU Medical, Inc. common stock to file with the Securities and Exchange Commission reports regarding their ownership and changes in ownership of our securities. ICU Medical, Inc. believes that, during fiscal 2025, its directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, with the exception noted below.

•A Form 4 report was inadvertently filed late for Vivek Jain on March 14, 2025 to report one transaction.

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 _______, 2026:

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

President

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 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 President since October 2024. Prior to becoming President Mr. Woolson served as our Corporate Vice President, General Manager - Infusion Systems from January 2017 to October 2024. 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 compensation policies and practices, and determinations related to executive compensation specific to 2025. For 2025, our “named executive officers” representing the five executive officers disclosed in the compensation tables below were:


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

•Pay for Performance. Our compensation program is designed to reward our executive officers and employees when the Company performs at or above target or to deliver below target compensation when the Company and/or individuals underperform.

•Mix of compensation components and incentives. We structure compensation packages to be a balanced mix of cash and equity compensation and we focus more on variable performance-based incentives (such as our annual bonus opportunity and equity awards) and less on fixed compensation (such as base salary). For 2025, on average, approximately 86% of our named executive officers’ target total direct compensation consisted of “variable” pay. In 2025, base salaries were maintained at their same level since 2022, except for an increase for Mr. Woolson for his change in responsibilities relating to his role as President that occurred at the end of 2024. Our base salaries remain below the median of our compensation peer group and, accordingly, performance-based incentive compensation remains critical for the retention of our executive officers.

•Performance-based equity. A significant portion of our long-term incentive compensation opportunities granted to our executive officers in the form of equity awards is earned based 100% on the achievement of financial and individual performance objectives rather than solely through time-based vesting.

2025 Business Highlights


(in millions, except per share and stock price amounts)
	2025		2024		Change
Revenue	$	2,231.3	$	2,382.0	(6.3)	%
Net Income (Loss)	$	0.7	$	(118.0)	100.6	%
Adjusted EBITDA(1)	$	403.8	$	370.5	9.0	%
Diluted earnings (loss) per share (EPS)	$	0.03	$	(4.83)	100.6	%
Adjusted Diluted EPS(2)	$	7.75	$	6.21	24.8	%
Operating cash flow	$	179.8	$	204.0	(11.9)	%
Free Cash Flow ("FCF")(3)	$	99.9	$	125.4	(20.3)	%
Closing Stock Price at Fiscal Year-end	$	142.67	$	155.17	(8.1)	%

___________________________

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

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

2025 Executive Compensation Highlights

Compensation Philosophy

“Pay for performance” is the underlying tenet of our compensation philosophy. Consistent with this focus, our 2025 executive compensation program includes annual performance-based cash bonuses and long-term incentive compensation, primarily in the form of performance-based ("PRSU") and time-based restricted stock unit awards, that are earned and vest based on continued service and for PRSUs satisfactory achievement of applicable preestablished performance goals. We emphasize long-term incentive compensation opportunities relative to short-term incentive opportunities in order to motivate our executive officers to focus on long-term value creation and accordingly have under-weighted both base salary and annual target bonus compensation relative to equity-based compensation as components of our annual target total direct compensation. Additionally, our executive compensation program is designed so that a significant portion of compensation is “at risk” based on Company performance, including short-term cash and long-term equity incentives, which also align the interests of our executive officers and stockholders.

For 2025, on average, approximately 86% of our named executive officers’ annual target total direct compensation opportunity consisted of “variable” pay (assuming the payout at “target” performance of annual cash bonuses and performance-based RSU awards) and included the following elements:

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

•Multi-year Performance-based RSU awards. The PRSU awards granted to our named executive officers are earned and cliff-vest only upon achievement of performance goals over a three-year performance period which is 50% based on the satisfactory achievement of a minimum three-year cumulative Adjusted EBITDA target and 50% based on the satisfactory achievement of a minimum three-year cumulative revenue target. These PRSU awards recognize contributions to our 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 awards granted to our named executive officers balance our pay-for-performance philosophy with our retention objectives. The realized value of these awards will vary based on our stock price performance. Retention is achieved via a three-year vesting period. These vesting periods reinforce the named executive officers' focus on long-term stockholder value creation.

The following charts show the mix of “fixed” and “variable” pay for our CEO and other named executive officers (on average) in 2025. Fixed pay included base salary. Time-based RSU awards are included in variable pay below since the value of these awards varies with our stock price performance.

Strong Governance and Other Compensation Policies and Practices

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

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

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

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

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

•No Defined Benefit Pension. We do not currently offer, nor do we have plans to provide, defined benefit pension arrangements. At this time, we maintain a defined contribution 401(k) plan, which is available to our executive officers on the same basis as our other full-time, salaried U.S. employees.

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

2025 Say-on-Pay Vote

We provide our stockholders with the opportunity to vote annually on an advisory basis to approve 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 connection with its review and evaluation of our executive compensation program. At our 2025 Annual Meeting of Stockholders, approximately 96% of the votes cast were voted in favor of our say-on-pay proposal, which we believe affirms our stockholders’ support of our executive compensation program.

Following the Annual Meeting to which this Proxy Statement relate, our next say-on-pay vote will occur at the 2027 Annual Meeting of Stockholders.

During 2025, our management team met with the majority of our top 20 stockholders who collectively own over 80% of the outstanding shares of our Common Stock, 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 and the long-term strategy of the Company. We listened carefully to the views of the stockholders and continue to believe that our executive compensation program 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 the target total direct compensation of our named executive officers, the Compensation Committee has been supported by its compensation consultant, as described in greater detail below in “Engagement of Compensation Consultant,” to make decisions after considering 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;

•an analysis of 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 Say-on-Pay vote.

The primary 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 executive officers and provide reasonable individual security to enable our executives to focus on our best interests.

Engagement of Compensation Consultant, Peer Group and Market Data

The Compensation Committee conducts an annual review and approval of our compensation strategy, including the review and approval of our compensation peer group. Since 2007, our Compensation Committee has engaged Compensia, a national compensation consulting firm, to assist in reviewing and making appropriate changes to our executive compensation guiding principles, to review and update our compensation peer group when appropriate, to evaluate the competitiveness of our executive officers' compensation, and to assist it in the course of its deliberations concerning executive compensation decisions. Compensia serves at the discretion of the Compensation Committee. The Compensation Committee has assessed the independence of Compensia and concluded that no conflict of interest exists that would prevent Compensia from independently representing the Compensation Committee.

The compensation peer group below was used by the Compensation Committee during 2025 as a reference for understanding the competitive market for executive positions in our industry sector. The market data used for the Compensation Committee’s comparative analysis was drawn from publicly-available sources for the companies in the compensation peer group. The peer group consists of companies in the publicly-held health care equipment and supply sectors that generally met the following characteristics: positive revenue growth, annual revenues of approximately 0.5-3.0 times our revenues and aggregate market values of approximately 0.5-4.0 times our aggregate market value. We believe these characteristics are relevant because their similarity captures the similarity in the labor market for executives.

For 2025, our compensation peer group included the following companies:


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

Based on the peer analysis performed by Compensia in 2025 for the purpose of selecting our 2025 peer group, Patterson Companies was removed, and Enovis was added. In general, peer companies are removed when they no longer fit the selection criteria or if they undergo a transaction to go private, as described further below, and added when they reflect the financial and industry characteristics more similar to our company.

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

Compensation Elements

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 incentive compensation plans or awards, 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 compensation is critical to the retention of our named executive officers, as the Company’s compensation philosophy has kept base salaries lower than the median of our peers and the largest portion of our named executive officers' target total direct compensation opportunity has come from long-term performance-based incentive compensation. This underlying philosophy aligns the compensation of our executive officers with the creation of long-term stockholder value.

While the Compensation Committee does not use specific target percentiles when making 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.

As part of its annual review of our executive compensation program, our Compensation Committee determined to maintain the 2025 annual base salaries of our executive officers at their 2024 levels, except for Mr. Woolson whose salary was increased to compensate for his promotion to President at the end of 2024. The following table presents each named executive officer's annual base salary for 2025 as approved in March 2025:


Name	Position	2025 Annual Base Salary		% Change Over Prior Year
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	President	$	400,000	6	%
Virginia Sanzone	Corporate Vice President, General Counsel	$	430,000	—	%

Annual Cash Bonus Program

Overview

As part of its annual review of our executive compensation program and pursuant to the terms of our Management Incentive Plan (“MIP”), the Compensation Committee sets target annual cash bonus opportunities for our executive officers and selects the financial performance measures and related target levels for each year. Cash bonuses under the MIP are based on corporate and individual performance measures for the applicable year.

The following table presents the 2025 target annual cash bonus opportunities (calculated as a percentage of base salary) and the eligible MIP payment range (threshold, target and maximum) for each named executive officer, which were unchanged from 2024.


Name	Threshold Bonus (% of Target Bonus)	Target Bonus (% of 2025 Base Salary)	Stretch Bonus (% of Target Bonus)
Vivek Jain	50%	100%	150%
Brian Bonnell	50%	60%	150%
Christian Voigtlander	50%	60%	150%
Daniel Woolson	50%	60%	150%
Virginia Sanzone	50%	60%	150%

For 2025, payouts under the MIP for our named executive officers and all other employees who participate in the MIP were based on the Company’s achievement of preestablished Adjusted EBITDA (weighted 75%) and FCF (weighted 25%) goals. The Compensation Committee determined to use Adjusted EBITDA as a short-term performance measure under our 2025 MIP because it believes Adjusted EBITDA is a positive indicator of our operating results and increased stockholder value and aligns our executive officer's short-term incentive compensation opportunity with a key financial metric. The Compensation Committee also determined to use FCF as a performance measure under our 2025 MIP in order to reward our executive officers for efficient deployment and utilization of capital and to align the executive officer's short-term incentive compensation opportunity with a second key company objective. For purposes of the 2025 MIP:

• “Adjusted EBITDA” generally means net income adjusted for net interest, stock compensation expense, depreciation expense, intangible asset amortization expense, restructuring, strategic transaction and integration expense, change in fair value of contingent earn-out, quality system and product-related remediation charges, asset write-offs and similar charges, settlements, gain on sale of business, noncash release of loss on contract provision, gross profit on contract manufacturing, and income tax expense, as further described in Annex A to this proxy statement;

•“FCF” generally means net cash provided by operating activities minus purchase of property, plant and equipment, plus proceeds from sale of assets, as shown in Annex A to this proxy statement.

In addition, each tentative payout under the MIP may be further adjusted at the discretion of the Compensation Committee on any relevant factor the Committee choses, including based on individual performance factors.

Based on the achievement of Adjusted EBITDA and FCF, the 2025 MIP would fund to a certain bonus pool amount. The Compensation Committee was permitted to allocate the bonus pool under the 2025 MIP among the participants, including the named executive officers, in its discretion and was not required to allocate the entire pool.

MIP Targets and Funding Levels

Based on a review of current economic conditions, the Compensation Committee established the following Adjusted EBITDA (weighted 75%) and FCF (weighted 25%) performance goals for the 2025 MIP, represented here before the prescribed plan adjustments related to the joint venture transaction and changes in tariff policy:


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

Performance Against the MIP Targets

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

SEC Form PRE 14A filed by ICU Medical Inc.