Edgar Filing: ICU MEDICAL INC/DE

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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ICU MEDICAL, INC.

(Name of Registrant as Specified in Its Charter)

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

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ICU MEDICAL, INC.

951 Calle Amanecer

San Clemente, California 92673-6213

NOTICE OF THE 2019 ANNUAL MEETING OF STOCKHOLDERS

To be held May 15, 2019

The 2019 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/ICUI2019 on Wednesday, May 15, 2019 at 9:00 a.m., Pacific Daylight Time.

At the meeting, stockholders will be asked to:


1.	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, George A. Lopez, M.D., Robert S. Swinney, M.D., David C. Greenberg, Elisha W. Finney, Donald M. Abbey and David F. Hoffmeister.


2.	To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019;


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


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

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

The Board of Directors has determined that only holders of common stock, par value $0.10, of the Company of record as of the close of business on March 22, 2019 will be entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof. A list of such stockholders shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the above address, and electronically during the meeting at www.virtualshareholdermeeting.com/ICUI2019.

All stockholders are invited to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/ICUI2019. Any stockholder attending the Annual Meeting virtually may vote online while polls are open during the Annual Meeting even if such stockholder returned a proxy.

By Order of the Board of Directors

Virginia Sanzone, Corporate Vice President General Counsel and Secretary

San Clemente, CA

April 5, 2019

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 15, 2019	2
QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS	2
Voting Information	2
Voting Matters and Board Recommendations	4
Virtual Annual Meeting Attendance	4
Revoking or Changing Your Vote	5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	6
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION	8
Executive Officers	8
Compensation Discussion and Analysis	8
Summary Compensation Table	19
Grants of Plan-Based Awards	20
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2018 Table	20
Outstanding Equity Awards	22
Options Exercised and Stock Vested	24
Potential Payments upon Termination or Change in Control	24
Director Compensation	28
CEO Pay Ratio	29
COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT	30
EQUITY COMPENSATION PLAN INFORMATION	31
CORPORATE GOVERNANCE	31
Director Independence	31
Board Meetings and Committees and Attendance at Meetings	32
Board Leadership Structure	32
Board Oversight of Risk	33
Code of Ethics	33
Nominating/Corporate Governance Committee	33
Audit Committee	34
Compensation Committee	35
Stockholder Communications	35
Compensation Committee Interlocks and Insider Participation	35
Conflict of Interest Analysis	35
Family Relationships	36
Transactions with Related Persons	36
Policies and Procedures Regarding Transactions with Related Persons	36
Section 16(a) Beneficial Ownership Reporting Compliance	36
MANAGEMENT PROPOSALS REQUIRING YOUR VOTE	37
Proposal 1- Election of Directors	37
Proposal 2 - Ratification of Auditors	39
Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation	39



ANNUAL REPORT	40
NOMINATION OF DIRECTORS AND SUBMISSION OF STOCKHOLDER PROPOSALS	41
OTHER MATTERS	41
SOLICITATION OF PROXIES	41
ANNEX A	43

ICU Medical, Inc.

951 Calle Amanecer

San Clemente, California 92673-6213

PROXY STATEMENT

FOR 2019 ANNUAL MEETING OF STOCKHOLDERS

April 5, 2019

This Proxy Statement is furnished to the stockholders of ICU Medical, Inc. (the "Company") in connection with the solicitation of proxies by the Board of Directors (the "Board") of the Company for use at the 2019 Annual Meeting of Stockholders of the Company (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

The Notice, this Proxy Statement, the annual report to stockholders and the proxy card are being made available to stockholders on or about April 5, 2019.

Annual Meeting of Stockholders

Time and Date

The Annual Meeting will be held virtually on Wednesday May 15, 2019 at 9 a.m. Pacific Daylight Time ("PDT"). Stockholders may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ICUI2019.

Record Date

As of March 22, 2019, the record date for the Annual Meeting, the outstanding voting securities of the Company consisted of 20,596,605 shares of $0.10 par value common stock (the “Common Stock”).

Voting

Each stockholder of record at the close of business on March 22, 2019 is entitled to one vote for each share held as of that date on each matter submitted to a vote of stockholders. The presence in person electronically or by proxy of holders of a majority of the issued and outstanding Common Stock will constitute a quorum for the transaction of such business as shall properly come before the Annual Meeting. There are no cumulative voting rights.

Voting Matters


•	Elect the seven directors named in this proxy statement.


•	Ratify Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019.


•	Advisory vote on 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. Stockholders may also obtain additional information about accessing and voting during the Annual Meeting by calling Investor Relations at (800) 824-7890.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ONLINE ON MAY 15, 2019

This proxy statement and the annual report to stockholders are available at http://ir.icumed.com.

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/ICUI2019. 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 22, 2019, 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.

YOUR VOTE IS IMPORTANT

Whether or not you expect to attend the Annual Meeting via live webcast, please vote as soon as possible to ensure your vote is counted at the meeting. Please complete, sign, date and return the enclosed proxy promptly or submit your proxy over the Internet or by telephone. If you are a stockholder of record and attend the virtual Annual Meeting, you may withdraw your proxy and vote electronically during the virtual Annual Meeting. You will find information on submitting your proxy over the Internet and by telephone and information about voting electronically during the Annual Meeting below under "Voting Information".

THANK YOU FOR ACTING PROMPTLY

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND PROXY MATERIALS

Voting Information

How do I submit my proxy?

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


•	by mailing the enclosed proxy card in the enclosed envelope. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted;


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


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

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

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

How can I vote my shares during the virtual meeting?

The procedures for voting during the Annual Meeting are designed to verify your identity and allow you to vote. You should retain the attachment to the proxy card enclosed with this Proxy Statement on which your unique control number appears. You will need to write this control number on your ballot to verify your identity.

To vote during the meeting, visit www.virtualshareholdermeeting.com/ICUI2019 and vote electronically. Electronically submitted ballots must be received before the polls are closed during the Annual Meeting to be counted. We anticipate that the polls will be open from approximately 9:05 to 9:20 A.M. PDT on May 15, 2019.

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

How can I request proxy materials?

To request a print or electronic copy of our Proxy Statement, Annual Report to Stockholders and proxy card, you may call our toll-free telephone number at (800) 824-7890; email us at ir@icumed.com; or visit our web site at www.icumed.com.

Where can I find the voting results?

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

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 2019 Annual Shareholder's Meeting other than those shown below.

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

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

•

Election of Directors: The election of directors will be decided by a plurality of the votes. The seven director nominees receiving the most votes will be elected. In an uncontested election of directors (one in which the only nominees are those nominated by the Board), any nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election shall, within 10 days following the certification of the stockholder vote, tender his or her written resignation to the Chairperson of the Board for consideration by the Nominating/Corporate Governance Committee of the Board ("the Nominating Committee"). The Nominating Committee shall consider such tendered resignation and within 60 days following the certification of the stockholder vote, shall make a recommendation to the Board concerning the acceptance or rejection of the resignation.

•

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

•

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

Board Recommendations

The Board recommends that you vote:


•	FOR the election of the 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 Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019; and


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

Virtual Annual Meeting Attendance

The Annual Meeting will be held entirely virtually, as permitted by Delaware law. The Annual Meeting is to be held virtually at www.virtualshareholdermeeting.com/ICUI2019, on Wednesday, May 15, 2019 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/ICUI2019, 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 22, 2019, the record date. Stockholders of record will need to provide the control number on the attachment to the enclosed proxy card to verify their identity.

Beneficial owners whose stock is held for them in street name by their brokers or other nominees may also attend the meeting by going to www.virtualshareholdermeeting.com/ICUI2019, at least 10 minutes before the beginning of the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders as of the record date. Such beneficial owners may not vote at the meeting, and may only cause their shares to be voted by providing voting instructions to the persons who hold the beneficial owners’ shares for them. Beneficial owners will need to provide the name of the broker or other nominee that holds their shares to gain access to the virtual meeting.

Revoking or Changing Your Vote

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to shares of Common Stock owned as of March 22, 2019, by (a) each director and each nominee, (b) each named executive officer for 2018 and (c) all directors and executive officers as a group. Unless otherwise indicated in the footnotes following the table, and subject to community property laws where applicable, the Company believes that the persons as to whom the information is given have sole voting and investment power over the shares listed as beneficially owned. The business address of the Company’s directors and officers, the George A. Lopez, M.D. Second Family Limited Partnership and the Lopez Family Trust is 951 Calle Amanecer, San Clemente, California 92673.

Stock Ownership of Management



		Shares of Common Stock Owned	Shares Acquirable	Total Shares Beneficially Owned	Percent of Outstanding Shares (1)
	Robert S. Swinney, M.D.	16,576	37,615	54,191	*		(2)
	George A. Lopez, M.D.	1,335,707	208,433	1,544,140	7.4	%	(3)
	David C. Greenberg	2,510	8,581	11,091	*		(4)
	Elisha W. Finney	1,580	6,952	8,532	*
	David F. Hoffmeister	—	1,478	1,478	*
	Donald M. Abbey	—	1,478	1,478	*
	Vivek Jain	68,991	545,732	614,723	2.9	%
	Christian B. Voigtlander	8,882	67,260	76,142	*
	Scott E. Lamb	13,011	117,176	130,187	*
	Alison D. Burcar	6,536	512	7,048	*
	Virginia Sanzone	2,757	593	3,350	*
	All directors and executive officers as a group (11 persons)	1,456,550	995,810	2,452,360	11.4	%
____________________________
* 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 22, 2019, plus each beneficial owner's RSUs that vest within 60 days of March 22, 2019 plus each beneficial owner's outstanding options to acquire Common Stock exercisable or exercisable within 60 days of March 22, 2019 held by the beneficial owner whose percent of outstanding stock is calculated.
(2)	Does not include 1,125 shares owned by Dr. Swinney's wife as to which he has no voting or investment power and disclaims any beneficial ownership of such shares.
(3)	Includes 986,843 shares owned by the George A. Lopez, M.D. Second Family Limited Partnership (the “Partnership”), representing 5.0% of the total shares of Common Stock outstanding as of March 22, 2019. Dr. Lopez is the general partner of the Partnership and holds a 1% general partnership interest in the Partnership. As general partner, he has the power to vote and power to dispose of the 986,843 shares owned by the Partnership and may be deemed to be a beneficial owner of such shares. Trusts for the benefit of Dr. Lopez’s children, the Christopher George Lopez Children’s Trust and the Nicholas George Lopez Children’s Trust (collectively, the "Trusts"), own a 99% limited partnership interest in the Partnership. Dr. Lopez is not a trustee of and has no interest in his children’s Trusts. Except to the extent of the undivided 1% general partnership interest in the assets of the Partnership, Dr. Lopez disclaims any beneficial ownership of the shares owned by the Partnership. Includes 4,002 shares owned by the Lopez Family Trust. Dr. Lopez is a trustee and beneficiary of the Lopez Family Trust. Includes 113,592 shares held by Dr. Lopez as Trustee of the Lopez Charitable Remainder Trust #1 for the benefit of Dr. Lopez.
(4)	Includes 500 shares held by David C. Greenberg, TTEE David C. Greenberg, Declaration of Trust.

5% or More Beneficial Ownership



	Name and Address of Beneficial Owner	Shares of Common Stock Owned	Percent of Outstanding Shares
	T. Rowe Price Associates, Inc.	2,780,219	13.5	%	(1)(2)
	100 E. Pratt Street, Baltimore, MD 21202

	Janus Henderson Group	2,653,767	12.9	%	(1)(3)
	201 Bishopsgate EC2M 3AE, United Kingdom

	The Vanguard Group, Inc.	1,772,957	8.6	%	(1)(4)
	100 Vanguard Blvd, Malvern, PA 19355

	BlackRock Inc.	1,473,626	7.2	%	(1)(5)
	55 East 52nd Street, New York, NY 10055

____________________________
(1)	Information included solely in reliance on information included in statements filed with the Securities and Exchange Commission ("SEC") pursuant to Section 13(d) or Section 13(g) of the Securities Act of 1934, as amended, by the indicated holder.
(2)	T. Rowe Price Associates, Inc. stated in its Schedule 13G filing with the SEC on February 14, 2019 that, of the 2,780,219 shares beneficially owned, it has sole voting power with respect to 694,981 shares and sole dispositive power with respect to all 2,780,219 shares.
(3)	Janus Henderson Group stated in its Schedule 13G filing with the SEC on February 12, 2019 that, of the 2,653,767 shares beneficially owned, it has shared voting power with respect to all 2,653,767 shares, and shared dispositive power with respect to all 2,653,767 shares.
(4)	The Vanguard Group, Inc. stated in its Schedule 13G/A filing with the SEC on February 12, 2019 that, of the 1,772,957 shares beneficially owned, it has sole voting power with respect to 8,743 shares, shared voting power with respect to 2,254 shares, sole dispositive power with respect to 1,763,460 shares and shared dispositive power with respect to 9,497 shares.
(5)	BlackRock, Inc. stated in its Schedule 13G/A filing with the SEC on February 4, 2019 that, of the 1,473,626 shares beneficially owned, it has sole voting power with respect to 1,414,402 shares and sole dispositive power with respect to all 1,473,626 shares.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Executive Officers

The following table lists the names, ages, certain positions and offices held by our executive officers as of March 22, 2019:



	Age	Office Held
Vivek Jain	47	Chairman of the Board and Chief Executive Officer
Christian B. Voigtlander	51	Chief Operating Officer
Scott E. Lamb	56	Treasurer and Chief Financial Officer
Alison D. Burcar	46	Corporate Vice President, Product Strategy for IV Consumables
Virginia Sanzone	44	Corporate Vice President, General Counsel

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

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

Ms. Burcar has served as Corporate Vice President, Product Strategy for IV Consumables since January 2018. From February 2017 to January 2018, Ms. Burcar served as Corporate Vice President and General Manager, Infusion Consumables. Ms. Burcar served as our Vice President and General Manager of Infusion Systems from July 2014 to February 2017. Ms. Burcar served as Vice President of Product Development from July 2009 to July 2014. Ms. Burcar served as our Vice President of Marketing from 2002 to July 2009, our Marketing Operations Manager from 1998 to 2002 and held research and development project/program management positions from 1995 to 1998.

Mr. Lamb has served as our Treasurer and Chief Financial Officer since February 2008. Mr. Lamb served as our Controller from 2003 to February 2008. Mr. Lamb served as Senior Director of Finance for Vitalcom, Inc. from 2000 to 2003.

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

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 2018. For 2018, 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
Christian Voigtlander	Chief Operating Officer ("COO")
Scott E. Lamb	Treasurer and Chief Financial Officer ("CFO")
Alison D. Burcar	Corporate Vice President, Product Strategy IV Consumables
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. The Compensation Committee 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.

2018 Business Highlights

We are one of the world’s leading pure-play infusion therapy companies with global operations and a wide-ranging product portfolio that includes IV solutions, IV smart pumps, dedicated and non-dedicated IV sets and needlefree connectors, along with pain management and safety software technology designed to help meet clinical, safety and workflow goals. In addition, the Company manufactures automated pharmacy IV compounding systems with workflow technology, closed systems transfer devices for hazardous IV drugs, and cardiac monitoring systems to optimize patient fluid levels. Key 2018 business highlights include:


•	Integration of Pfizer’s Hospira Infusion Systems Business ("HIS"). During 2018, we completed the system integration of the HIS entities acquired in 2017 and exited all of the transitional service agreements with Pfizer to wholly stand up our business on its own.

•

Strong 1-year, 3-year and 5-year Total Shareholder Return. Our stock price increased from a closing of $216.00 per share at fiscal year-end 2017 to $229.63 per share at fiscal year-end 2018. Our total stockholder return ("TSR") for 2018 and the three-year and five-year periods ended December 31, 2018, was 6.3%, 103.6% and 260.4%, respectively. Our TSR ranked at the 24th, 85th and 96th percentiles among our compensation peer group for these periods, respectively.


•	Strong Operational and Financial Results. We experienced growth in revenue, adjusted earnings per share, and adjusted EBITDA.



(in millions, except per share and stock price amounts)
	2018		2017		Change
Revenue	$	1,400.0	$	1,292.2	8.3	%
Net Income	$	28.8	$	68.6	(58.0	)%
Adjusted EBITDA⁽¹⁾	$	288.5	$	222.5	29.7	%
Diluted earnings per share	$	1.33	$	3.29	(59.6	)%
Adjusted Diluted EPS⁽²⁾	$	8.83	$	6.45	36.9	%
Closing Stock Price at Fiscal Year-end	$	229.63	$	216.00	6.3	%

____________________________

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

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

Executive Compensation Program Highlights

Pay for Performance

"Pay for performance" is the underlying tenet of our compensation philosophy. Consistent with this focus, our 2018 executive compensation program includes annual performance-based cash bonuses and long-term incentive compensation, primarily in the form of restricted stock unit ("RSU") awards, that vest based on continued service or achievement of applicable performance goals.

For 2018, on average, approximately 83% 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 2018 annual cash bonuses were earned based on the achievement of pre-set financial targets using Adjusted EBITDA as the performance measure. Cash incentive opportunities can range from 0% to 200% of target incentive opportunity based on performance, although the Compensation Committee reserves discretion to adjust bonuses based on individual performance in determining actual bonus payouts. For 2018, the Company exceeded 200% of target under the Adjusted EBITDA measure.

•

Performance-based RSU awards. The long-term performance RSU ("PRSU") awards granted to our CEO and COO are earned only upon achievement of performance goals over a three-year performance period which, for awards granted in 2018, is based on the achievement of a minimum pre-established cumulative Adjusted EBITDA growth goal. Our remaining named executive officers will earn their long-term PRSU awards over a three year period, consisting of three annual performance periods, if they meet their individual performance goals, as determined by the CEO and our Compensation Committee. Our long-term PRSU awards recognize contributions to long-term success and long-term awards align our executive officers' compensation with Company performance and allow us to retain key employees through long-term vesting and potential wealth creation.

•

Time-based RSU awards. The time-based RSUs awarded to our CEO and COO balance pay-for-performance and retention objectives. Realized value will vary based on stock price performance. Retention is achieved via a three-year vesting period. These longer vesting periods reinforce the executives' focus on long-term stockholder value. Our remaining executive officers were not granted time-based RSUs in 2018.

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

Fixed pay included base salaries and other benefits. The following chart shows the mix between "fixed" and "variable" pay for our named executive officers in 2018 (on average).

Strong Governance and Compensation Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. 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:


•	Compensation At-Risk. 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.


•	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.


•	Performance-Based Annual Cash Bonuses. Our annual cash bonus program results in payments funded based on the achievement of pre-established Company financial performance goals and adjusted based on individual performance as determined by the CEO and the Compensation Committee.

•

Multi-Year and Performance Vesting. The equity awards granted to our executives generally vest over multi-year periods, and, for our CEO and COO, 50% of the grant date value of the equity awards granted in 2018 will be earned based on the achievement of a minimum pre-established cumulative Adjusted EBITDA target measured over a three-year period, which we believe is consistent with current market practice, our retention objectives and our pay for performance philosophy. For our remaining named executive officers, 100% of the grant date value of the equity awards granted in 2018 will be earned based on the achievement of their individual performance goals.


•	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.


•	Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors.


•	Independent Compensation Committee Advisor. The Compensation Committee engaged its own compensation consultant to assist with its 2018 compensation reviews. This consultant performed no other services for us in 2018.

•

Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.


•	Annual 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”).


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


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

•

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

2018 Say-on-Pay Vote

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 2018 Annual Meeting of Stockholders, approximately 99% of the votes cast were voted in favor of our say-on-pay proposal, which we believe affirms our stockholders’ support of our executive compensation program. Following the say-on-pay vote to be conducted at this Annual Meeting, we expect our next say-on-pay vote will be conducted at our annual meeting in 2020.

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; 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;


•	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 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

Since 2007, our Compensation Committee has engaged Compensia, a national compensation consulting firm, to assist in reviewing and making appropriate changes to our executive compensation guiding principles, to update our compensation peer group, 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 2018, Compensia assessed our peer group and prepared for the Compensation Committee a peer group using the following selection criteria:


•	Revenues between 0.33x - 3x ICU;


•	Market capitalization between 0.5x - 4x ICU;


•	Headcount generally greater than 3,000; and


•	Medical device/healthcare equipment companies.

For 2018, the peer group consisted of the following companies:



Cantel Medical	LivaNova	Teleflex
Globus Medical	Masimo	Varian Medical Systems
Haemonetics	Merit Medical Systems	West Pharmaceutical
Halyard Health	NuVasive	Wright Medical Group
Hill-Rom Holdings	ResMed
Integra LifeSciences	STERIS

Based on Compensia’s assessment, we revised our peer group to remove nine companies (Abaxis, ABIOED, Insulet, Meridian Bioscience, Natus Medical, NxStage Medical and ZELTIQ Aesthetics) and include eight new companies (Halyard Health, Hill-Rom Holdings, Liva Nova, ResMed, STERIS, Teleflex, Varian Medical Systems and West Pharmaceutical). In general, the removed companies no longer fit the selection criteria, while the additions reflect companies with financial and industry characteristics more similar to ICU Medical.

This compensation peer group was used by the Compensation Committee during 2018 as a reference for understanding the competitive market for executive positions in our industry sector.

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.

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.

The Compensation Committee intends to review our compensation peer group at least annually and makes adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the peer group.

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. It reviews base salaries when position responsibilities change.

The base salaries for 2018 remain unchanged from 2017, other than an annual base salary increase of $300,000 to $420,000 for Mr. Voigtlander in connection with his appointment as our Chief Operating Officer. In reviewing the base salaries of our named executive officers in 2018, the Compensation Committee considered the market for similar positions based on the compensation peer group and took into account individual performance. The following table presents each named executive officer's base salary for 2018:



Name	Position	2018 Base Salary Rate
Vivek Jain	Chief Executive Officer/ Chairman of the Board	$	650,000
Christian Voigtlander	Chief Operating Officer	$	420,000
Scott E. Lamb	Treasurer and Chief Financial Officer	$	395,150
Alison D. Burcar	Corporate Vice President, Product Strategy IV Consumables	$	315,000
Virginia Sanzone	Corporate Vice President, General Counsel	$	300,000

Annual Cash Incentives

Pursuant to the terms of our 2008 Performance-Based Incentive Plan, the Compensation Committee sets target bonus opportunities and selects performance measures and related target levels for each year; we refer to this annual cash incentive program as our "MIP." Cash bonuses under the MIP are based on our actual performance for the applicable year based on the Company’s achievement of the performance measure target levels.

Financial performance was a key factor in decisions and outcomes for the 2018 MIP. Specifically, for 2018, payment of bonus opportunities were funded under the MIP was based on the achievement of Adjusted EBITDA goals and the Compensation Committee reserved discretion to adjust bonuses based on individual performance in determining actual bonus payouts. The performance against the target levels for the 2018 MIP accounted for 100% of the named executive officers’ cash bonuses for 2018, although the Compensation Committee reserved discretion to adjust any bonus.

The following table presents the 2018 target bonus opportunities and the eligible MIP range (threshold and maximum) as a percentage of total base salary for each named executive officer.



Name	Threshold Bonus (% of Target Bonus)	Target Bonus (% of 2018 Base Salary)	Stretch Bonus (% of Target Bonus)
Vivek Jain	50%	100%	200%
Christian Voigtlander	50%	60%	200%
Scott E. Lamb	50%	60%	200%
Alison D. Burcar	50%	60%	200%
Virginia Sanzone	50%	60%	200%

Payouts under the 2018 MIP were based on achieving a minimum pre-established Adjusted EBITDA target level for the year. The Compensation Committee determined to use Adjusted EBITDA as a short-term performance measure under our 2018 MIP because it believes Adjusted EBITDA is a positive indicator of our operating results and increased stockholder value and aligns a portion of the executive officer's compensation with a key financial target. For purposes of the 2018 MIP, "Adjusted EBITDA" means net income adjusted for interest, net, intangible asset amortization expense, depreciation expense, stock compensation expense, restructuring, strategic transaction and integration expense, contract settlement, change in fair value of contingent earn-out, impairment of assets held for sale, disposition of certain assets and income tax expense, as further described in Annex A to this proxy statement. In 2018, the Compensation Committee determined that the threshold bonus should be 50% of target and the stretch bonus should be 200% of target, which were unchanged from 2017.

Based on a review of economic conditions, the Compensation Committee set performance goals under the 2018 MIP based on achievement of the following financial target levels:



	Threshold Goal	Target Goal	Stretch Goal
Adjusted EBITDA Performance (in millions)	$230	$250	$270
MIP % Payout	50%	100%	200%

The following table presents the possible threshold, target and stretch bonus payouts for the 2018 MIP, as well as the actual amounts earned under the MIP for each named executive officer for 2018. For achievement of an Adjusted EBITDA below the threshold goal, the named executive officers were not eligible to receive a cash bonus. Based on the Company's actual Adjusted EBITDA performance of $288.5 million for 2018, the potential payout was at the maximum payout level, or 200% of target. In March 2019, based on the review of each named executive officer's individual performance and contributions to the Company's success, Mr. Voigtlander's bonus was adjusted upward by the Compensation Committee to approximately 110% of the 200% earned, Ms. Burcar's bonus was adjusted downward by the Compensation Committee to approximately 79% of the 200% earned and Ms. Sanzone's bonus was adjusted upward by the Compensation Committee to approximately 114% of the 200% earned based on each executive's individual performance in 2018.



Name	Salary		Potential Threshold Bonus		Potential Target Bonus		Potential Maximum Bonus		Actual bonus paid		Actual bonus paid % of Target Bonus
Vivek Jain	$	650,000	$	325,000	$	650,000	$	1,300,000	$	1,300,000	200	%
Christian Voigtlander	$	420,000	$	126,000	$	252,000	$	504,000	$	554,000	220	%
Scott E. Lamb	$	395,150	$	118,545	$	237,090	$	474,180	$	474,180	200	%
Alison D. Burcar	$	315,000	$	94,500	$	189,000	$	378,000	$	300,000	159	%
Virginia Sanzone	$	300,000	$	90,000	$	180,000	$	360,000	$	410,000	228	%

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.

In 2018, the Compensation Committee continued to grant PRSUs in lieu of granting stock options to our named executive officers. This decision was based, in part, on the Compensation Committee's continued belief that PRSUs drive performance on specific financial metrics that will translate into long-term stockholder value creation. For our CEO and COO, we believe a combination of performance and time-based RSUs effectively balance pay-for-performance and retention objectives. Our remaining named executive officers were awarded multi-year PRSUs that vest based on the achievement of individual performance goals.

The following table presents the equity award grants to our named executive officers for 2018.



Name	Total Target Award Multiple of Base Salary	Time-Based RSUs (#)	Time-Based RSUs ($)⁽¹⁾	PRSUs (#)⁽²⁾	PRSUs ($)
Vivek Jain	6.2x	8,043	1,999,892	8,044	2,000,141
Christian Voigtlander	4.2x	3,520	875,248	3,519	874,999
Scott E. Lamb ⁽²⁾	1.9x	—	—	3,017	750,177
Alison D. Burcar ⁽²⁾	1.6x	—	—	2,011	500,035
Virginia Sanzone ⁽²⁾	2.5x	—	—	3,017	750,117

____________________________

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

⁽²⁾ Number of units shown represents the total award to be earned over three annual performance periods.

Consistent with our overall pay philosophy, our Compensation Committee determined the size of the 2018 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 2018 were subject to the following provisions:

•

For the CEO and COO, the PRSUs have a three-year performance period commencing January 1, 2018 and ending on December 31, 2020 and will be earned, if at all, upon the achievement of a minimum pre-established cumulative Adjusted EBITDA growth goal over the performance period and continued service through such vesting date. Cumulative Adjusted EBITDA growth was selected as a long-term performance measure as it aligns future payout under the long-term plan with sustained EBITDA performance. At the beginning of the performance period, it was determined that the shares of our Common Stock subject to the PRSUs will be earned (and vest in full on February 15, 2021, subject to the executive officer’s continued service as of that date as follows:



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

•

For the remaining named executive officers, the PRSUs shall vest as to one third of the total number of PRSUs underlying the award on the first, second and third anniversaries of February 15, 2018 subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to each applicable year and continued service through such vesting date. In February 2019, the Compensation Committee amended these 2018 PRSU award agreements to allow for any unearned PRSUs from the first and second annual performance periods, if any, to roll over and become eligible to vest on the following vesting date. Any unearned PRSUs as of February 15, 2021 shall be forfeited automatically on such date. On February 15, 2019, the CEO and Compensation Committee determined that the individual performance goals had been met for Mr. Lamb and Ms. Sanzone, and therefore one-third of the total number of PRSUs vested on that date. The CEO and the Compensation Committee determined that Ms. Burcar did not meet her individual performance goal during the 2018 annual performance period, and accordingly the unearned PRSUs will roll over and become eligible to vest on the following vesting date in 2020.


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

•

In the event of a corporate transaction or change in control of the Company, the equity awards granted in 2018 to the named executive officers will accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control). In addition, if the PRSUs are assumed or replaced then they will be deemed earned as to 100%, and for the CEO and COO, 200%, of the PRSUs and will remain outstanding and eligible to vest on the same vesting schedule, subject to the grantee’s continued service.

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

Equity Plan

In addition, under our Amended and Restated 2011 Stock Incentive Plan, the equity awards granted in 2018 to the named executive officers will accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control). In addition, if the PRSUs are assumed or replaced then they will be deemed earned as to 200% of the PRSUs and will remain outstanding and eligible to vest on January 1, 2021, subject to the grantee’s continued service.

Our Compensation Committee believes these arrangements:


•	contribute to overall competitiveness of executive total compensation and enhance the Company’s ability to attract/retain key executives;


•	further align the interests of key executives with those of the Company’s stockholders and promote objective evaluations of strategy alternatives by executives;


•	motivate our executives to drive business success independent of the possible occurrence of any change-of-control transaction and reduce distractions associated with the potential for a transaction or termination of employment; and


•	maximize stockholder value by retaining "key" personnel through the completion of the transaction so that the Company is delivered in the condition bargained for by a potential acquirer.

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. Except as described in the following sentence, the Company does not provide perquisites or other personal benefits to our executive officers. In addition, the Company reimburses the named executive officers for the cost of an annual physical examination.

Stock Ownership Guidelines

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

Anti-Pledging / Hedging Policies

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

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for its “covered employees.” Prior to the Tax Cuts and Jobs Act of 2017, covered employees generally consisted of a corporation’s chief executive officer, and the three next most-highly compensated executive officers (other than its chief financial officer) and compensation that qualified as “performance-based compensation” for purposes of Section 162(m) of the Code was exempt from this $1.0 million deduction limitation. As part of the Tax Cuts and Jobs Act of 2017, the ability to rely on this exemption was, with certain limited exceptions, eliminated; in addition, the determination of the covered employees was generally expanded. In light of the repeal of the performance-based compensation exception to Section 162(m) of the Code, we may not be able to take a deduction for any compensation in excess of $1.0 million that is paid to a covered employee.

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 2018 whose 2018 total compensation exceeded $100,000. Non-equity incentive plan compensation 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 following year.



Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Option Awards ($)	Non-equity incentive plan compensation ($) (2)	All other compensation ($) (3)	Total ($)
Vivek Jain, Chairman of the Board and Chief Executive Officer	2018	650,000	—	4,000,033	—	1,300,000	12,375	5,962,408
	2017	650,000	—	1,850,192	—	1,300,000	18,131	3,818,323
	2016	650,000	—	1,950,072	—	942,500	9,275	3,551,847
Christian Voigtlander, Chief Operating Officer	2018	420,000	—	1,750,247	—	554,000	12,375	2,736,622
Scott E. Lamb, Treasurer and Chief Financial Officer	2018	395,150	—	750,177	—	474,180	12,375	1,631,882
	2017	395,150	—	550,292	—	474,179	9,450	1,429,071
	2016	395,150	—	474,202	—	343,780	9,275	1,222,407
Alison D. Burcar, Corporate Vice President, Product Strategy - IV Consumables	2018	315,000	—	500,035	—	300,000	12,375	1,127,410
	2017	315,000	—	475,082	—	264,600	9,450	1,064,132
	2016	315,000	—	630,020	—	260,348	9,275	1,214,643
Virginia Sanzone, Corporate Vice President, General Counsel	2018	300,000	—	750,177	—	410,000	12,375	1,472,552

____________________________

(1)

Amounts represent the grant date fair value of performance-based RSUs granted in the period and, for the CEO and COO, the grant date fair value of time-based RSUs granted during the period, each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The amounts in this column assume the target level of performance conditions will be achieved. The grant date fair value of performance-based RSUs is based on the closing stock price on the date of grant and the probable outcome of the applicable performance conditions, which is the target value. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 1, 2019. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual).

The following table presents the values of the performance-based RSUs (target and maximum) for each named executive officer.



	Performance-Based RSUs
Name	Target ($)	Maximum ($)
Vivek Jain	2,000,141	4,000,282
Christian Voigtlander	874,999	1,749,998
Scott E. Lamb	750,177	750,177
Alison D. Burcar	500,035	500,035
Virginia Sanzone	750,177	750,177


(2)	The amounts for all named executive officers represent the cash bonuses earned by the named executive officers for fiscal year 2018 based on the achievement of Adjusted EBITDA goals and each respective officer's fiscal year 2018 performance and stretch performance goals, consistent with the terms of the Performance-Based Incentive Plan and MIP.


(3)	Other compensation includes our match on the officer’s 401(k) contributions and reimbursements for the cost of annual physical examinations that we provide for members of our senior management.

Grants of Plan-Based Awards in 2018

The following table presents awards in 2018 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 (4)
Name		Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units	Grant date fair value of stock and option awards (4)
Vivek Jain
	Performance bonus (1)	02/16/18	$	325,000	$	650,000	$	1,300,000	—	—	$	—
	Performance RSUs (2)	03/06/18	$	—	$	—	$	—	8,044	8,044	16,088			$	2,000,141
	RSUs (3)	03/06/18	$	—	$	—	$	—	—	—	—		8,043	$	1,999,892

Christian Voigtlander
	Performance bonus (1)	02/16/18	$	126,000	$	252,000	$	504,000	—	—	—
	Performance RSUs (2)	03/06/18	$	—	$	—	$	—	3,519	3,519	7,038			$	874,999
	RSUs (3)	03/06/18	$	—	$	—	$	—	—	—	—		3,520	$	875,248

Scott E. Lamb
	Performance bonus (1)	02/16/18	$	118,545	$	237,090	$	474,179	—	—	—
	Performance RSUs (2)	03/06/18	$	—	$	—	$	—	3,017	3,017	3,017			$	750,177

Alison D. Burcar
	Performance bonus (1)	02/16/18	$	94,500	$	189,000	$	378,000	—	—	—
	Performance RSUs (2)	03/06/18	$	—	$	—	$	—	2,011	2,011	2,011			$	500,035

Virginia Sanzone
	Performance bonus (1)	02/16/18	$	90,000	$	180,000	$	360,000	—	—	—
	Performance RSUs (2)	03/06/18	$	—	$	—	$	—	3,017	3,017	3,017			$	750,177

____________________________

(1)

Performance bonuses are payable under the Performance-Based Incentive Plan and 2018 MIP if certain annual financial achievements are met or exceeded. The amounts actually earned by our named executive officers from this bonus arrangement in 2018 are reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The material terms of the Performance-Based Incentive Plan are discussed above under the caption “Annual Cash Incentive.”

(2)

Performance RSUs are granted under our Amended and Restated 2011 Stock Incentive Plan and have a performance period of three years from the date of grant. For the CEO and COO, the performance RSUs will vest, if at all, upon the achievement of a minimum specified Cumulative Adjusted EBITDA goal, subject to a three-year cliff vesting ending on December 31, 2020. If at that date, our cumulative Adjusted EBITDA growth is at least 6% but less than 8%, 50% of the awarded units will vest. If our Cumulative Adjusted EBITDA growth is between 8% and 10%, 100% of the awarded units will vest. If our Cumulative Adjusted EBITDA growth is over 10%, 200% of the awarded units will vest. If the Company does not achieve the threshold performance metric, zero shares will be earned and the performance RSUs will be forfeited. For the remaining named executive officers other than the CEO and COO, the performance RSUs shall vest as to one third of the total number of PRSUs granted on February 15th on each of 2019,2020 and 2021, subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to each applicable year and continued service through such vesting date. If the Compensation Committee determines that the named executive officers' individual performance goals have not been met then zero shares will be earned and the performance RSUs will be forfeited.


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

(4)

Amounts represent the grant date fair value of performance-based RSUs granted in the period and the grant date fair value of time-based RSUs granted during the period, each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The grant date fair value of performance-based RSUs is based on the closing stock price on the date of grant and the probable outcome of the applicable performance conditions, which is the target value. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 1, 2019.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2018 Table

The Company and Vivek Jain have entered into an Amended and Restated Executive Employment Agreement (the “Agreement”), under which Mr. Jain serves as the Chief Executive Officer of the Company. The Agreement is effective as of May 8, 2017 and will continue until May 8, 2020, unless earlier terminated, and supersedes the employment agreement with Mr. Jain, dated February 7, 2014, as amended (the “Original Agreement”). The term of the Agreement is subject to automatic one-year renewal terms unless either the Company or Mr. Jain gives written notice of termination at least 60 days prior to the end of the applicable term.

Consistent with the Original Agreement, the Agreement provides for the following compensation in respect of Mr. Jain’s services as Chief Executive Officer of the Company:


•	an annual base salary $650,000;


•	participation in the annual bonus plan of the Company, pursuant to which Mr. Jain’s target bonus opportunity will not be less than 100% of his base salary;


•	Mr. Jain will be considered for annual equity incentive awards under any applicable plans adopted by the Company during the period of employment for which executives are generally eligible;


•	up to $10,000 in reimbursed legal fees and expenses incurred in connection with the negotiation of the Agreement; and


•	certain other benefits and reimbursements.

The Agreement also provides for certain payments and benefits upon a qualifying termination of employment or upon a change in control, as described under “Potential Payments upon Termination or Change in Control” below.

Outstanding Equity Awards at December 31, 2018

The following table contains information about stock and option awards held at December 31, 2018, by our named executive officers. Except as indicated below, stock awards and options were granted pursuant to our Amended and Restated 2011 Stock Incentive Plan.



	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)			Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Vivek Jain	217,125	—	$	58.79	(1)	02/24/24
	265,241	—	$	58.79	(2)	02/24/24
	61,373	—	$	88.76	(3)	02/11/25
							3,759	$	863,179	(4)
							3,986	$	915,305	(5)
							8,043	$	1,846,914	(6)
											33,828	$	7,767,924	(7)
											17,934	$	4,118,184	(8)
											16,088	$	3,694,287	(9)
	543,739	—					15,788	$	3,625,398		67,850	$	15,580,395

Christian Voigtlander	66,667	—	$	96.83	(10)	06/04/25
							1,157	$	265,682	(4)
							1,186	$	272,341	(5)
							3,520	$	808,298	(6)
											10,410	$	2,390,448	(7)
											5,334	$	1,224,846	(8)
											7,038	$	1,616,136	(9)
							5,863	$	1,346,321		22,782	$	5,231,430

Scott E. Lamb	100,000	—	$	58.79	(1)	02/24/24
	16,583	—	$	88.76	(3)	02/11/25
							914	$	209,882	(4)
							1,186	$	272,341	(5)
											8,226	$	1,888,936	(7)
											5,334	$	1,224,846	(8)
											3,017	$	692,794	(11)
	116,583	—					2,100	$	482,223		16,577	$	3,806,576



Alison D. Burcar	1,215	$	279,000	(4)
	1,024	$	235,141	(5)
					10,929	$	2,509,626	(7)
					4,605	$	1,057,446	(8)
					2,011	$	461,786	(11)
	2,239	$	514,141		17,545	$	4,028,858


Virginia Sanzone	1,157	$	265,682	(4)
	1,186	$	272,341	(5)
					10,410	$	2,390,448	(7)
					5,334	$	1,224,846	(8)
					3,017	$	692,794	(11)
	2,343	$	538,023		18,761	$	4,308,088

____________________________

(1)

Performance stock options were granted pursuant to our 2014 Inducement Stock Incentive Plan (the "2014 Plan") on 02/24/2014 and vest ratably at 25% per year over four years. Fifty percent of the performance stock options became exercisable when they satisfied the time-vesting schedule and the closing price of our Common Stock was equal to or more than 125% of the exercise price for 30 consecutive trading days during the term of the grant. The remaining 50% of the performance stock options became exercisable when they satisfied the time-vesting schedule and the closing price of our Common Stock was equal to or more than 150% of the exercise price for 30 consecutive trading days during the term of the grant.


(2)	Time-based stock options were granted on 02/24/2014 under the 2014 Plan and vest 25% after one year, monthly for 36 months thereafter.


(3)	Performance stock options to purchase our Common Stock were granted on 02/11/2015. All of the performance stock options became exercisable when they satisfied the time-vesting schedule and the closing price of our Common Stock was equal to or more than 130% of the exercise price for 30 consecutive trading days during the term of the grant.


(4)	RSU award granted on 02/06/2016 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2018 of $229.63.


(5)	RSU award granted on 03/27/2017 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2018 of $229.63.


(6)	RSU award granted on 03/06/2018 and vests one-third annually. Market value is determined based on the closing price of our stock at December 31, 2018 of $229.63.

(7)

Performance RSUs granted on 02/05/2016 will vest, if at all, upon the achievement of a minimum specified compound CAGR in Adjusted EBITDA per share, subject to a three-year cliff vesting ending on December 31, 2018. If at that date, our Adjusted EBITDA per share CAGR is at least 8% but less than 10%, 100% of the awarded units will vest. If our Adjusted EBITDA per share CAGR is at least 10% but less than 12%, 200% of the awarded units will vest. If our Adjusted EBITDA per share CAGR is greater than 12%, 300% of the awarded units will vest. If the Company does not achieve the threshold performance metric, zero shares will be earned. Unearned shares and market value is determined based on the closing price of our stock at December 31, 2018 of $229.63 and assumes the maximum achievement level was reached. In calculating the number of performance shares and their value, we are required by SEC rules to compare the Company’s performance through 2017 under each outstanding performance RSU award against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts.

(8)

Performance RSUs granted on 03/27/2017 will vest, if at all, upon the achievement of a minimum specified Cumulative Adjusted EBITDA, subject to a three-year cliff vesting ending on December 31, 2019. If at that date, our Cumulative Adjusted EBITDA is at least $600 million but less than $650 million, 100% of the awarded units will vest. If our Cumulative Adjusted EBITDA is at least $650 million but less than $700 million, 200% of the awarded units will vest. If our Cumulative Adjusted EBITDA is at least $700 million, 300% of the awarded units will vest. If the Company does not achieve the threshold performance metric, zero shares will be earned. Unearned shares and market value is determined based on the closing price of our stock at December 31, 2018 of $229.63 and assumes the maximum achievement level was reached. In calculating the number of performance shares and their value, we are required by SEC rules to compare the Company’s performance through 2018 under each outstanding performance RSU award against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts.

(9)

Performance RSUs granted on 03/06/2018 will vest, if at all, upon the achievement of a minimum specified Cumulative Adjusted EBITDA, subject to a three-year cliff vesting ending on December 31, 2020. If at that date, our Cumulative Adjusted EBITDA growth is at least 6% but less than 8%, 50% of the awarded units will vest. If our cumulative Adjusted EBITDA growth between 8% and 10%, 100% of the awarded units will vest. If our cumulative Adjusted EBITDA growth is over 10%, 200% of the awarded units will vest. If the Company does not achieve the threshold performance metric, zero shares will be earned and the performance RSUs will be forfeited. Unearned shares and market value is determined based on the closing price of our stock at December 31, 2018 of $229.63 and assumes the maximum achievement level was reached. In calculating the number of performance shares and their value, we are required by SEC rules to compare the Company’s performance through 2018 under each outstanding performance award against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts.


(10)	Performance stock options to purchase our Common Stock were granted on 06/04/2015. All of the performance stock options became exercisable when they satisfied the time-vesting schedule and the closing price of our Common Stock was equal to or more than 130% of the exercise price for 30 consecutive trading days during the term of the grant.

(11)

Performance RSUs granted on 03/06/2018 shall vest in thirds on February 15th on each of 2019, 2020 and 2021, subject to the CEO and Compensation Committee's determination that pre-established individual performance goals have been met with respect to each applicable year and continued service through such vesting date. If the Compensation Committee determines that the named executive officers' individual performance goals have not been met then zero shares will be earned and the performance RSUs will be forfeited. Unearned shares and market value is determined based on the closing price of our stock at December 31, 2018 of $229.63 and assumes the maximum achievement level was reached.

Options Exercised and Stock Vested

The following table contains information about stock options exercised and vesting of RSUs during 2018 by the named executive officers of the Company.



		Option awards			Stock Awards
Name	Grant Type	Number of shares acquired on exercise (#)	Value realized on exercise⁽¹⁾ ($)		Number of shares acquired on vesting (#)	Value realized on vesting⁽²⁾ ($)
Vivek Jain	RSU				11,244	$	2,523,581
Christian Voigtlander	RSU				1,749	$	401,290
Scott E. Lamb	Option	23,624	$	3,738,262
Scott E. Lamb	RSU				2,990	$	672,959
Alison D. Burcar	Option	88,219	$	20,971,564
Alison D. Burcar	RSU				2,908	$	652,586
Virginia Sanzone	RSU				4,798	$	1,328,186

____________________________


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


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

Potential Payments upon Termination or Change in Control

Amended and Restated Employment Agreement with Mr. Jain

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

•

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

•

if such termination occurs during the period beginning on and including 60 days prior to a change in control and ending on and including the two-year anniversary of the date of a change in control, a lump sum payment in cash equal to (i) two times the sum of (x) his base salary and (y) target bonus for the year of termination; and (ii) full vesting of the shares subject to any then-outstanding Company equity-based awards that vest solely based on Mr. Jain’s continued service;


•	Company-paid healthcare continuation coverage for Mr. Jain and his dependents for up to eighteen months after the termination date;


•	a pro-rated lump-sum cash performance bonus for the year of termination, calculated based on the achievement of applicable performance goals or objectives for the year of termination; and


•	extension of the exercise period for all of Mr. Jain’s outstanding Company stock options, to the extent vested, for a period of three years following the termination date, but in no event later the ten year term/expiration date of the applicable option.

In addition, in the event that any of the payments or benefits under the Agreement or otherwise would become subject to excise taxes imposed by Section 4999 of the Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for Mr. Jain.

Severance Plan

We adopted the Severance Plan for our named executive officers, other than the CEO. Under the Severance Plan, in the event of a termination of employment by the Company without “cause” or by the named executive officer for “good reason” (each, as defined in the Severance Plan), in either case outside the change in control context, the named executive officer will be eligible to receive:


•	a lump-sum cash payment in an amount equal to 12 months’ salary;


•	Company-paid COBRA premium payments for the named executive officer and the named executive officer’s covered dependents for up to 12 months; and


•	a pro-rated lump-sum cash performance bonus, calculated based on the achievement of applicable performance goals or objectives for the year of termination.

In the event of a termination of employment by the Company without “cause” or by the named executive officer for “good reason”, in either case, within the period beginning 60 days prior to a “change in control” (as defined in the Severance Plan) and ending on the one-year anniversary of such change in control, the Severance Plan provides that the named executive officer will be eligible to receive:


•	a lump-sum cash payment in an amount equal to 18 months’ salary, plus 150% of the named executive officer’s target annual cash performance bonus for the year of termination;


•	Company-paid COBRA premium payments for the named executive officer and the named executive officer’s covered dependents for up to 18 months.


•	a pro-rated lump-sum cash performance bonus, calculated based on the achievement of applicable performance goals or objectives for the year of termination; and


•	full accelerated vesting of each outstanding time-based equity award held by the named executive officer as of his or her termination date.

The named executive officer’s right to receive the severance payments and benefits described above is subject to his or her delivery and non-revocation of a general release of claims in favor of the Company, and his or her continued compliance with non-solicitation covenants.

In addition, in the event that any payment under the Severance Plan, together with any other amounts paid to the named executive officer by the Company, would subject the named executive officer to an excise tax under Section 4999 of the Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the named executive officer.

Equity Plan

Under our Amended and Restated 2011 Stock Incentive Plan, all equity awards granted to our named executive officers under the plan in or after 2017 will only accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control). Equity awards granted to our named executive officers in 2016 will vest in full upon a corporate transaction or change in control (with performance-based RSUs vesting at the 200% level); and all other outstanding equity awards will vest in full. In addition, under our 2014 Plan, all outstanding equity awards will vest in full upon a change in control and all outstanding equity awards will vest in full upon a corporate transaction if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards.

Definitions

For the purposes of the arrangements in place in 2018 (e.g., Mr. Jain's employment agreement, the Amended and Restated 2011 Stock Incentive Plan and the Severance Plan), a change in control generally means the following:


•	the acquisition by an individual, entity or group of beneficial ownership of 50% or more of either the outstanding Common Stock or voting securities of the Company; or a change in the composition of the majority of the Board, which is not supported by a majority of the current Board; or


•	a major corporate transaction, such as a reorganization, merger or consolidation or sale or disposition of all or substantially all of the Company’s assets (unless certain conditions are met); or


•	approval of the stockholders of the Company of a complete liquidation or dissolution of the Company.

For the purposes of Mr. Jain's employment agreement, cause generally means the following:


•	his gross neglect and willful and repeated failure to substantially perform his assigned duties, which failure is not cured within 30 days after a written demand for substantial performance is received by him from the Board which identifies the manner in which the Board believes he has not substantially performed his duties; or


•	his engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or


•	his conviction of, or plea of no contest to, a felony or a crime involving fraud, embezzlement, or theft; or


•	his improper and willful disclosure of the Company’s confidential or proprietary information where such disclosure causes (or should reasonably be expected to cause) significant harm to the Company.

For the purposes of the Severance Plan, cause generally means the following:

•

the employee’s intentional, willful and continuous failure to substantially perform his or her reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the employee gives notice of termination for good reason), which failure is materially and demonstrably injurious to the Company, and which failure is not cured within 30 days after a written demand for substantial performance and is received by the employee from the Board which specifically identifies the manner in which the Board believes the employee has not substantially performed the employee’s duties; or


•	the employee’s intentional and willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or is intended to result in substantial personal enrichment; or


•	the employee’s conviction for a felony or the employee’s plea of nolo contendere in connection with a felony indictment.

For the purposes of Mr. Jain's employment agreement, good reason generally means the following and occurs without the employee's written consent and is not due to a circumstance applied by the Company to a group of similarly situated employees:


•	any material diminution in his duties, responsibilities or authority; or


•	a material reduction in his annual base salary; or


•	a requirement that he reports to a corporate officer or employee instead of reporting directly to the Board; or


•	a material change in the location that he performs his principal duties, resulting in a material increase in the daily commuting distance; or


•	a material breach by the Company.

For the purposes of the Severance Plan, good reason generally means the following and occurs without the employee's written consent and is not due to a circumstance applied by the Company to a group of similarly situated employees:


•	any significant diminution in the employee’s duties, responsibilities or authority; or


•	a material reduction in the employee’s annual base salary; or


•	a material change in the location the employee performs their principal duties, resulting in a material increase in the daily commuting distance.

The following table summarizes the payments and benefits that would have been made if the employment of a named executive officer had been terminated without cause by the Company or for good reason by the named executive officer (or, with respect to Mr. Jain, upon a non-renewal of the term by the Company and Mr. Jain is willing and able, at the time of such non-renewal, to continue performing services under the Agreement or his death or disability) in connection with a change in control of the Company on December 31, 2018:



Change in Control Termination
	Vivek Jain		Christian Voigtlander		Scott E. Lamb		Alison D. Burcar		Virginia Sanzone
Number of PRSU/RSUs that would accelerate	30,297		18,100		12,379		13,071		14,078

Intrinsic value of accelerated options and equity awards	$	6,957,100	$	4,156,303	$	2,842,590	$	3,001,494	$	2,967,049
Salary	$	1,300,000	$	630,000	$	592,725	$	472,500	$	450,000
Bonus	$	2,600,000	$	932,000	$	829,814	$	583,500	$	680,000
Benefits	$	31,379	$	31,789	$	31,789	$	38,773	$	39,027
Total	$	10,888,479	$	5,750,092	$	4,296,918	$	4,096,267	$	4,136,076



Termination not in Connection with a Change in Control
	Vivek Jain		Christian Voigtlander		Scott E. Lamb		Alison D. Burcar		Virginia Sanzone
Number of PRSUs/RSUs that would accelerate	15,035

Intrinsic value of accelerated options and equity awards	$	3,452,487
Salary	$	975,000	$	420,000	$	395,150	$	315,000	$	300,000
Bonus	$	2,275,000	$	554,000	$	474,179	$	300,000	$	410,000
Benefits	$	31,379	$	21,193	$	21,193	$	25,848	$	26,018
Total	$	6,733,866	$	995,193	$	890,522	$	640,848	$	736,018

The following table summarizes the payments that would have been made upon a change in control on December 31, 2018:



	Vivek Jain		Christian Voigtlander		Scott E. Lamb		Alison D. Burcar		Virginia Sanzone
Number of PRSUs/RSUs that would accelerate	26,311		8,097		6,398		8,501		8,097

Intrinsic value of accelerated options and equity awards	$	6,041,795	$	1,859,314	$	1,469,173	$	1,952,085	$	1,859,314
Total	$	6,041,795	$	1,859,314	$	1,469,173	$	1,952,085	$	1,859,314

Director Compensation

In 2018, our non-employee directors received an annual cash retainer paid on a quarterly basis as follows:



	Board		Lead Director		Audit Committee		Compensation Committee		Nominating/Corporate Governance Committee
Annual Retainer - chairperson	—		$	93,500	$	97,000	$	87,500	$	85,000
Annual Retainer - member	$	70,000			—		—		—

In 2018, our non-employee directors also received equity awards of options to purchase our Common Stock and RSUs valued at approximately $170,000 in the aggregate, with approximately 50% consisting of options and 50% consisting of RSUs. As a result, in May 2018, each non-employee director received (i) an option grant to purchase 1,163 shares of our Common Stock, which is exercisable after one year and expires 10 years from the grant date and (ii) 315 RSUs which fully vest after one year.

While Dr. Lopez remains a member of the Board, Dr. Lopez has waived any annual retainer, meeting fees and equity payments made to non-employee members of the Board for their service. Dr. Lopez formerly served as an employee in our Research and Development Department, and terminated his employment with us effective September 30, 2015 (the “Termination Date”). Pursuant to a Buy-Out Agreement, dated as of September 30, 2015, between us and Dr. Lopez (the “Buy-Out Agreement”), subject to Dr. Lopez’s not revoking a general release of claims in favor of the Company, he is entitled to, among other things, (1) a cash payment in the aggregate equal to $1,837,500, paid in equal monthly installments until December 31, 2020; (2) a continuation from his employment agreement of customary non-competition, non-solicitation and non-disparagement provisions; and (3) in Dr. Lopez’s capacity as a member of the Board, administrative type support services extended to Board members.

Douglas E. Giordano joined the Board in February 2017 in connection with the closing of the Company’s acquisition of HIS. A portion of the purchase consideration for this acquisition was satisfied by the delivery of 3.2 million of the Company's newly issued shares of Common Stock to Pfizer. In connection with the Company's issuance of stock consideration, the Company and Pfizer entered into a Shareholder's Agreement gave Pfizer the right to designate one individual for election to the Board so long as Pfizer beneficially owned at least 10% of the total outstanding shares of our Common Stock. Mr. Giordano served as Pfizer’s designated director. Mr. Giordano was not compensated for his service on the Board. As of December 31, 2018, Pfizer had sold all of its shares of our Common Stock. Accordingly, Mr. Giordano elected not to stand for reelection as a member of the Board at the 2019 Annual Meeting and retired from the Board on March 4, 2019.

The following table shows all compensation awarded to, earned by or paid to our non-employee directors for service as a director in 2018, other than Mr. Giordano who was not compensated for his Board service.

2018 Director Compensation Table



Name (1)	Fees earned or paid in cash ($)			Stock awards ($) (2)		Option awards ($) (3)(4)		Other ($)			Total ($)
George A. Lopez, M.D.	$	—		$	—	$	—	$	368,152	⁽⁵⁾	$	368,152
Joseph R. Saucedo	$	73,750	⁽⁶⁾	$	—	$	—	$	—		$	73,750
Robert S. Swinney, M.D.	$	86,250		$	84,987	$	85,066	$	—		$	256,303
David C. Greenberg	$	101,000		$	84,987	$	85,066	$	—		$	271,053
Elisha Finney	$	97,000		$	84,987	$	85,066	$	—		$	267,053
David Hoffmeister	$	70,000		$	84,987	$	85,066	$	—		$	240,053
Donald Abbey	$	70,000		$	84,987	$	85,066	$	—		$	240,053

____________________________

⁽¹⁾Mr. Jain, our CEO, is not included in this table as he was an employee of the Company in 2018 and did not receive compensation for his services as a director. All compensation paid to Mr. Jain for the services he provided to us in 2018 is reflected in the Summary Compensation Table.

(2) On May 15, 2018, each non-employee director was granted 315 RSUs of the Company with a grant date fair value of $84,987. The fair value of the RSUs is based on the market price of our Common Stock on the date of the grant, or $269.80 per share. Messrs. Greenberg, Hoffmeister, and Abbey and Dr. Swinney and Ms. Finney have 315 RSUs outstanding at December 31, 2018. We provide information regarding the assumptions used to calculate the value of all stock awards made to directors in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 1, 2019. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual).

(3)

On May 15, 2018, each non-employee director was granted 1,163 options to purchase shares of our Common Stock with a grant date fair value of $85,066. See Note 6 to our Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for the assumptions used in valuation of these options. We provide information regarding the assumptions used to calculate the value of all stock options made to executive officers in Note 6 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 1, 2019. There can be no assurance that options will vest (if an option does not vest, no value will be realized by the individual).


(4)	At December 31, 2018, our non-employee directors held options to purchase shares of our Common Stock as follows: Dr. Lopez 208,433; Dr. Swinney 38,800; Mr. Greenberg 8,266; Ms Finney 6,637, Mr. Hoffmeister 1,163 and Mr. Abbey 1,163.


(5)	Consists of amounts paid to Dr. Lopez in 2018 under the above mentioned Buy-Out Agreement.


(6)	On May 15, 2018, pursuant to our director retirement policy Mr. Saucedo retired from the Board. In addition to partial-year director fees Mr. Saucedo received a one-time deferred compensation payment of $30,000 that was payable upon Mr. Saucedo leaving the Board.

Stock Ownership Guidelines

In 2011, we established stock ownership guidelines for the members of our Board. Our non-employee directors have up to five years from the adoption of the guidelines or within five years of joining the Board, if appointed or elected after 2011, to acquire and retain shares of our Common Stock that equal or exceed three times their annual base retainer. Shares beneficially owned by our non-employee directors, 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.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of Vivek Jain, our CEO, to the annual total compensation of our median compensated employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K.

We have a globally diverse workforce with more than half of our employees located outside the United States ("U.S.") in locations where the cost of living is significantly below the U.S., including developing and emerging markets such as Mexico, Costa Rica, and India. The compensation elements and pay levels of our employees can vary dramatically by country based on the cost of living and the cost of labor, which impacts the median employee compensation and resulting CEO pay ratio.

For 2018, our last completed fiscal year:


•	the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $26,673; and


•	the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $5,962,408.

Based on this information, for 2018, our CEO’s annual total compensation was 224 times that of the median compensated employee (other than the CEO).

Determining the Median Employee

Employee Population

We used our employee population data as of December 31, 2017, as the reference date for identifying our median employee. As of such date, our employee population consisted of approximately 6,800 individuals.

Methodology for Determining Our Median Employee

To identify the median employee from our employee population, we selected annual base pay as the most appropriate measure of compensation. We believe the use of annual base pay for all employees is a consistently applied compensation

measure because we do not widely distribute annual equity awards to employees. Currently less than 5% of our employees receive annual equity awards.

This employee is the same employee identified for purposes of our 2018 disclosure. We believe that there have been no changes in our employee population or employee compensation arrangements since that median employee was identified in 2018 that would significantly impact our pay ratio disclosure.

Annual Total Compensation of Median Compensated Employee

With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $26,673.

Annual Total Compensation of CEO

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2018 Summary Compensation Table included in this Proxy Statement.

COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT

Our Compensation Committee considers potential risks when reviewing and approving the compensation programs for our executive officers and other employees. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our programs available for our executive officers:


•	A balanced mix of compensation components - The target compensation mix for our executive officers is composed of base salary, annual cash bonus incentives, and long-term equity awards.


•	Performance factor - Our incentive compensation plan uses a Company-wide metric for all executive officers to establish funding of our MIP which encourages focus on the achievement of objectives for the overall benefit of the Company.


•	Capped cash incentive awards - MIP awards are capped at 200% of target of the individual named executive officer.


•	Multi-year vesting - Equity awards vest over multiple years requiring long-term commitment on the part of employees.


•	Competitive positioning - The Compensation Committee has compared our executive compensation to our peers to ensure our compensation program is consistent with industry practice.


•	Corporate governance programs - We have implemented corporate governance guidelines, a code of conduct and other corporate governance measures and internal controls.

The Compensation Committee also reviews the key design elements of our compensation programs in relation to industry practices, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the Board. Based on this review, our Compensation Committee concluded that based on a combination of factors, our compensation policies and practices do not incentivize excessive risk-taking that could have a material adverse effect on our Company.

EQUITY COMPENSATION PLAN INFORMATION