We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
ICU Medical Inc | NASDAQ:ICUI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.31 | 0.33% | 94.84 | 30.50 | 95.35 | 96.59 | 94.19 | 94.19 | 81,315 | 01:00:00 |
1.
|
To elect the following eight 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, Douglas E. Giordano, 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, 2018
;
|
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.
|
|
Page
|
•
|
Elect the eight directors named in this proxy statement.
|
•
|
Ratify Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2018.
|
•
|
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.
|
•
|
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.
|
•
|
Election of Directors: The election of directors will be decided by a plurality of the votes. The eight 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.
|
•
|
FOR
the election of the eight 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, 2018; and
|
•
|
FOR
the approval, on an advisory basis, of our named executive officer compensation.
|
|
|
Shares of Common Stock Owned
|
|
Shares Acquirable
|
|
Total Shares Beneficially Owned
|
|
Percent of Outstanding Shares (1)
|
|
||||
|
Joseph R. Saucedo
|
1,471
|
|
|
23,112
|
|
|
24,583
|
|
|
*
|
|
|
|
Robert S. Swinney, M.D.
|
15,231
|
|
|
41,112
|
|
|
56,343
|
|
|
*
|
|
(2)
|
|
George A. Lopez, M.D.
|
1,481,559
|
|
|
208,433
|
|
|
1,689,992
|
|
|
8.2
|
%
|
(3)
|
|
David C. Greenberg
|
2,035
|
|
|
7,578
|
|
|
9,613
|
|
|
*
|
|
(4)
|
|
Elisha W. Finney
|
1,105
|
|
|
5,949
|
|
|
7,054
|
|
|
*
|
|
|
|
Vivek Jain
|
47,189
|
|
|
545,731
|
|
|
592,920
|
|
|
2.8
|
%
|
|
|
Scott E. Lamb
|
7,307
|
|
|
117,175
|
|
|
124,482
|
|
|
*
|
|
|
|
Alison D. Burcar
|
3,869
|
|
|
88,730
|
|
|
92,599
|
|
|
*
|
|
|
|
Tom McCall
|
1,963
|
|
|
11,483
|
|
|
13,446
|
|
|
*
|
|
|
|
Christian B. Voigtlander
|
1,822
|
|
|
33,925
|
|
|
35,747
|
|
|
*
|
|
|
|
Steven C. Riggs
|
3,127
|
|
|
30,286
|
|
|
33,413
|
|
|
*
|
|
|
|
Douglas E. Giordano
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
|
David F. Hoffmeister
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
|
Donald M. Abbey
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
|
All directors and executive officers as a group (14 persons)
|
1,566,678
|
|
|
1,113,514
|
|
|
2,680,192
|
|
|
12.5
|
%
|
|
____________________________
|
|
|
|
|
|
|
|
|
|||||
* 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, 2018, plus each beneficial owner's RSUs that vest within 60 days of March 22, 2018 plus each beneficial owner's outstanding options to acquire Common Stock exercisable or exercisable within 60 days of March 22, 2018 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, 2018. 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 one percent 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 173,950 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.
|
|
Name and Address of Beneficial Owner
|
|
Shares of Common Stock Owned
|
|
Percent of Outstanding Shares
|
|
|
||
|
Pfizer Inc.
|
|
3,200,000
|
|
|
15.8
|
%
|
|
(1)(2)
|
|
235 East 42nd Street, New York, NY 10017
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
BlackRock Inc.
|
|
1,879,874
|
|
|
9.3
|
%
|
|
(1)(3)
|
|
55 East 52nd Street, New York, NY 10055
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
Janus Henderson Group
|
|
1,496,432
|
|
|
7.4
|
%
|
|
(1)(4)
|
|
201 Bishopsgate EC2M 3AE, United Kingdom
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
The Vanguard Group, Inc.
|
|
1,393,332
|
|
|
6.9
|
%
|
|
(1)(5)
|
|
100 Vanguard Blvd, Malvern, PA 19355
|
|
|
|
|
|
|
||
____________________________
|
|
|
|
|
|
|
|||
(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)
|
Pfizer, Inc. stated in its Schedule 13D filing with the SEC on February 13, 2017 that, of the 3,200,000 shares beneficially owned, it has shared voting power with respect to all 3,200,000 shares and shared dispositive power with respect to all 3,200,000 shares with its indirectly wholly owned affiliates, C.P. Pharmaceuticals International C.V., Pfizer Production LLC, and Pfizer Manufacturing LLC.
|
||||||||
(3)
|
BlackRock, Inc. stated in its Schedule 13G/A filing with the SEC on January 25, 2018 that, of the 1,879,874 shares beneficially owned, it has sole voting power with respect to 1,847,298 shares and sole dispositive power with respect to all 1,879,874 shares.
|
||||||||
(4)
|
Janus Henderson Group stated in its Schedule 13G filing with the SEC on February 12, 2018 that, of the 1,496,432 shares beneficially owned, it has shared voting power with respect to all 1,496,432 shares, and shared dispositive power with respect to all 1,496,432 shares.
|
||||||||
(5)
|
The Vanguard Group, Inc. stated in its Schedule 13G/A filing with the SEC on February 9, 2018 that, of the 1,393,332 shares beneficially owned, it has sole voting power with respect to 25,566 shares, shared voting power with respect to 2,100 shares, sole dispositive power with respect to 1,366,966 shares and shared dispositive power with respect to 26,366 shares.
|
|
|
Age
|
|
Office Held
|
Vivek Jain
|
|
46
|
|
Chairman of the Board and Chief Executive Officer
|
Alison D. Burcar
|
|
45
|
|
Corporate Vice President, Product Strategy for IV Consumables
|
Scott E. Lamb
|
|
55
|
|
Treasurer and Chief Financial Officer
|
Tom McCall
|
|
60
|
|
Corporate Vice President, Marketing and Communications and General Manager, Critical Care
|
Christian B. Voigtlander
|
|
50
|
|
Chief Operating Officer
|
•
|
Completion of Acquisition of Pfizer’s Hospira Infusion Systems Business.
On February 3, 2017, we completed our acquisition of Pfizer’s Hospira Infusion Systems (“HIS”) business. We believe combining HIS with our legacy infusion therapy business creates a pure-play infusion business enabling us to offer customers a full suite of intravenous therapy devices and solutions. The combination unifies a split distribution channel which we believe in the long-term will reduce costs and improve efficiencies. We believe that the acquisition significantly expands our footprint allowing us to potentially compete more successfully on a global scale and eliminates our single customer concentration risk that clouded our strategic value.
|
•
|
Strong 1-year, 3-year and 5-year Total Shareholder Return
. Our stock price increased from a closing of $147.35 per share at fiscal year-end 2016 to $216.00 per share at fiscal year-end 2017. Our total stockholder return ("TSR") for 2017 and the three-year and five-year periods ended December 31, 2017, was 46.6%, 163.7% and 254.5%, respectively. Our TSR ranked at the 70th, 86th and 64th percentiles among our compensation peer group for these periods, respectively.
|
•
|
Strong Operational and Financial Results
. We experienced significant growth in revenue, net income, adjusted earnings per share, and adjusted EBITDA.
|
(in millions, except per share and per share amounts)
|
|
|
|
|
|||||||
|
|
2017
|
|
2016
|
|
Change
|
|||||
Revenue
|
|
$
|
1,292.2
|
|
|
$
|
379.4
|
|
|
240.6
|
%
|
Net Income
|
|
$
|
68.6
|
|
|
$
|
63.1
|
|
|
8.7
|
%
|
Adjusted EBITDA
(1)
|
|
$
|
222.5
|
|
|
$
|
134.1
|
|
|
65.9
|
%
|
Diluted earnings per share
|
|
$
|
3.29
|
|
|
$
|
3.66
|
|
|
(10.1
|
)%
|
Adjusted Diluted EPS
(2)
|
|
$
|
6.45
|
|
|
$
|
4.88
|
|
|
32.2
|
%
|
Closing Stock Price at Fiscal Year-end
|
|
$
|
216.00
|
|
|
$
|
147.35
|
|
|
46.6
|
%
|
•
|
Performance-based cash
. Our 2017 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. For 2017, the Company exceeded 200% of target under the Adjusted EBITDA measure.
|
•
|
Performance-based RSU awards
. Our long-term performance RSU awards are earned only upon achievement of performance goals over a three-year performance period which, for awards granted in 2017, is based on the achievement of a cumulative Adjusted EBITDA goal. Our long-term performance RSUs 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 executive officers 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.
|
•
|
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 executive officers generally vest over multi-year periods, and 50% of the grant date value of the equity awards granted to our named executive officers in 2017 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.
|
•
|
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 2017 compensation reviews. This consultant performed no other services for us in 2017.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
Abaxis
|
Insulet
|
Natus Medical
|
ABIOMED
|
Integra LifeSciences
|
NuVasive
|
Cantel Medical
|
Masimo
|
NxStage Medical
|
Globus Medical
|
Meridian Bioscience
|
Wright Medical Group
|
Haemonetics
|
Merit Medical Systems
|
ZELTIQ Aesthetics
|
•
|
Revenues between 0.33x - 3x ICU;
|
•
|
Market capitalization between 0.5x - 5x ICU;
|
•
|
Headcount generally greater than 3,000; and
|
•
|
Medical device/healthcare equipment companies.
|
Name
|
|
Position
|
|
2017 Base Salary Rate
|
||
Vivek Jain
|
|
Chief Executive Officer/ Chairman of the Board
|
|
$
|
650,000
|
|
Scott E. Lamb
|
|
Treasurer and Chief Financial Officer
|
|
$
|
395,150
|
|
Steven C. Riggs
|
|
Vice President of Operations
|
|
$
|
360,582
|
|
Alison D. Burcar
|
|
Vice President and General Manager Infusion Systems
|
|
$
|
315,000
|
|
Tom McCall
|
|
Vice President and General Manager of Critical Care
|
|
$
|
293,550
|
|
Name
|
|
Target Bonus (% of 2017 Base Salary)
|
|
Threshold Bonus (% of Target Bonus)
|
|
Stretch Bonus (% of Target Bonus)
|
Vivek Jain
|
|
100%
|
|
50%
|
|
200%
|
Scott E. Lamb
|
|
60%
|
|
50%
|
|
200%
|
Steven C. Riggs
|
|
60%
|
|
50%
|
|
200%
|
Alison D. Burcar
|
|
60%
|
|
50%
|
|
200%
|
Tom McCall
|
|
60%
|
|
50%
|
|
200%
|
|
Threshold Goal
|
|
Target Goal
|
|
Stretch Goal
|
Adjusted EBITDA Performance (in millions)
|
$155.0
|
|
$170.0
|
|
$200.0
|
MIP % Payout
|
50%
|
|
100%
|
|
200%
|
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
|
%
|
Scott E. Lamb
|
|
$
|
395,150
|
|
|
$
|
118,545
|
|
|
$
|
237,090
|
|
|
$
|
474,179
|
|
|
$
|
474,179
|
|
|
200
|
%
|
Steven C. Riggs
|
|
$
|
360,582
|
|
|
$
|
108,175
|
|
|
$
|
216,349
|
|
|
$
|
432,698
|
|
|
$
|
255,000
|
|
|
118
|
%
|
Alison D. Burcar
|
|
$
|
315,000
|
|
|
$
|
94,500
|
|
|
$
|
189,000
|
|
|
$
|
378,000
|
|
|
$
|
264,600
|
|
|
140
|
%
|
Tom McCall
|
|
$
|
293,550
|
|
|
$
|
88,065
|
|
|
$
|
176,130
|
|
|
$
|
352,260
|
|
|
$
|
352,000
|
|
|
200
|
%
|
Name
|
|
Total Target Award Multiple of Base Salary
|
|
Time-Based RSUs (#)
|
|
Time-Based RSUs ($)
(1)
|
|
Performance RSUs (#)
|
|
Performance RSUs ($)
(1)
|
||||
Vivek Jain
|
|
2.8x
|
|
5,978
|
|
|
925,096
|
|
|
5,978
|
|
|
925,096
|
|
Scott E. Lamb
|
|
1.4x
|
|
1,778
|
|
|
275,146
|
|
|
1,778
|
|
|
275,146
|
|
Steven C. Riggs
|
|
1.2x
|
|
1,374
|
|
|
212,627
|
|
|
1,374
|
|
|
212,627
|
|
Alison D. Burcar
|
|
1.5x
|
|
1,535
|
|
|
237,541
|
|
|
1,535
|
|
|
237,541
|
|
Tom McCall
|
|
1.1x
|
|
1,051
|
|
|
162,642
|
|
|
1,051
|
|
|
162,642
|
|
•
|
The performance-based RSUs have a three-year performance period and will be earned, if at all, upon the achievement of a cumulative Adjusted EBITDA goals over the performance period. Cumulative Adjusted EBITDA 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 performance-based RSUs will be earned (and vest in full on December 31, 2019, the last day of the performance period), subject to the executive officer’s continued service as of that date as follows:
|
Cumulative Adjusted EBITDA
|
|
Percentage of awards that will vest
|
Below $600 million
|
|
0% - forfeited
|
At least $600 million
|
|
100%
|
At least $650 million
|
|
200%
|
At least $700 million
|
|
300%
|
•
|
The time-based RSUs vest in equal annual increments over a three-year period from the date of grant.
|
•
|
We do not pay or accrue dividend equivalents on any RSU awards, including performance-based awards.
|
•
|
In the event of a corporate transaction or change in control of the Company, the equity awards granted in 2017 to the named executive officers will accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards (as opposed to accelerating in full upon a “single-trigger” change in control). In addition, if the performance-based RSUs are assumed or replaced then they will be deemed earned as to 200% of the RSUs and will remain outstanding and eligible to vest on January 1, 2020, subject to the grantee’s continued service.
|
•
|
contribute to overall competitiveness of executive total compensation and enhance the Company’s ability to attract/retain key executives;
|
•
|
further align the interests of key executives with those of the Company’s stockholders and promote objective evaluations of strategy alternatives by executives;
|
•
|
motivate our executives to drive business success independent of the possible occurrence of any change-of-control transaction and reduce distractions associated with the potential for a transaction or termination of employment; and
|
•
|
maximize stockholder value by retaining "key" personnel through the completion of the transaction so that the Company is delivered in the condition bargained for by a potential acquirer.
|
Name and principal position
|
Year
|
Salary ($)
|
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
|
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
|
|
|
2015
|
650,000
|
|
—
|
|
1,462,587
|
|
1,462,519
|
|
975,000
|
|
948
|
|
4,551,054
|
|
|
Scott E. Lamb, Treasurer and Chief Financial Officer
|
2017
|
395,150
|
|
—
|
|
550,292
|
|
—
|
|
474,179
|
|
9,450
|
|
1,429,071
|
|
2016
|
395,150
|
|
—
|
|
474,202
|
|
—
|
|
343,780
|
|
9,275
|
|
1,222,407
|
|
|
2015
|
395,150
|
|
—
|
|
395,160
|
|
395,173
|
|
355,635
|
|
9,100
|
|
1,550,218
|
|
|
Steven C. Riggs, Vice President of Operations
|
2017
|
360,582
|
|
—
|
|
425,254
|
|
—
|
|
255,000
|
|
9,450
|
|
1,050,286
|
|
2016
|
360,582
|
|
—
|
|
432,868
|
|
—
|
|
313,706
|
|
9,275
|
|
1,116,431
|
|
|
2015
|
360,582
|
|
—
|
|
360,632
|
|
360,596
|
|
324,524
|
|
9,100
|
|
1,415,434
|
|
|
Alison D. Burcar, Vice President and General Manager of Infusion Systems
|
2017
|
315,000
|
|
—
|
|
475,082
|
|
—
|
|
264,600
|
|
9,450
|
|
1,064,132
|
|
2016
|
315,000
|
|
—
|
|
630,020
|
|
—
|
|
260,348
|
|
9,275
|
|
1,214,643
|
|
|
2015
|
315,000
|
|
—
|
|
315,009
|
|
315,009
|
|
283,500
|
|
9,100
|
|
1,237,618
|
|
|
Tom McCall, Vice President and General Manager of Critical Care
|
2017
|
293,550
|
|
—
|
|
325,284
|
|
—
|
|
352,000
|
|
9,450
|
|
980,284
|
|
2016
|
293,550
|
|
—
|
|
352,278
|
|
—
|
|
232,404
|
|
9,100
|
|
887,332
|
|
|
2015
|
293,550
|
|
—
|
|
176,189
|
|
176,151
|
|
237,776
|
|
9,100
|
|
892,766
|
|
(1)
|
Amounts represents 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 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 7 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 16, 2018. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual).
|
(2)
|
The amounts for all named executive officers represent the cash bonuses earned by the named executive officers for fiscal year 2017 based on the achievement of Adjusted EBITDA goals and each respective officer's fiscal year 2017 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, for 2017 and 2016, reimbursements for the cost of annual physical examinations that we provide for members of our senior management. For Mr. Jain, the amount shown also includes attorney’s fees paid in 2017 in connection with the negotiation of his amended and restated employment agreement.
|
|
|
|
|
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 (#)
|
|
|
||||||||||||||||
Vivek Jain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Performance bonus (1)
|
02/27/17
|
|
$
|
325,000
|
|
|
$
|
650,000
|
|
|
$
|
1,300,000
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
|
Performance RSUs (2)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
5,978
|
|
|
5,978
|
|
|
17,934
|
|
|
|
|
$
|
925,096
|
|
||
|
RSUs (3)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,978
|
|
|
$
|
925,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Scott E. Lamb
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Performance bonus (1)
|
02/27/17
|
|
$
|
118,545
|
|
|
$
|
237,090
|
|
|
$
|
474,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
Performance RSUs (2)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,778
|
|
|
1,778
|
|
|
5,334
|
|
|
|
|
$
|
275,146
|
|
||
|
RSUs (3)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,778
|
|
|
$
|
275,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Steven C. Riggs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Performance bonus (1)
|
02/27/17
|
|
$
|
108,175
|
|
|
$
|
216,349
|
|
|
$
|
432,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
Performance RSUs (2)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,374
|
|
|
1,374
|
|
|
4,122
|
|
|
|
|
$
|
212,627
|
|
||
|
RSUs (3)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,374
|
|
|
$
|
212,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Alison D. Burcar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Performance bonus (1)
|
02/27/17
|
|
$
|
94,500
|
|
|
$
|
189,000
|
|
|
$
|
378,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
Performance RSUs (2)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,535
|
|
|
1,535
|
|
|
4,605
|
|
|
|
|
$
|
237,541
|
|
||
|
RSUs (3)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|
$
|
237,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Tom McCall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Performance bonus (1)
|
02/27/17
|
|
$
|
88,065
|
|
|
$
|
176,130
|
|
|
$
|
352,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
Performance RSUs (2)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,051
|
|
|
1,051
|
|
|
3,153
|
|
|
|
|
$
|
162,642
|
|
||
|
RSUs (3)
|
03/27/17
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,051
|
|
|
$
|
162,642
|
|
(1)
|
Performance bonuses are payable under the Performance-Based Incentive Plan and 2017 MIP if certain annual financial achievements are met or exceeded. The amounts actually earned by our named executive officers from this bonus arrangement in 2017 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. 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, 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 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 7 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 16, 2018.
|
•
|
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 one hundred percent (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 $10,000 in reimbursed legal fees and expenses incurred in connection with the negotiation of the Agreement; and
|
•
|
certain other benefits and reimbursements.
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||||||||
Name
|
Number
of
Securities
Underlying Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying Unexercised
Options
(#)
Unexercisable
|
|
Option Exercise Price
($)
|
|
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
|
137,846
|
|
|
79,279
|
|
|
$
|
58.79
|
|
(1)
|
02/24/24
|
|
|
|
|
|
|
|
|
|
||||||
|
250,023
|
|
|
15,218
|
|
|
$
|
58.79
|
|
(2)
|
02/24/24
|
|
|
|
|
|
|
|
|
|
||||||
|
40,915
|
|
|
20,458
|
|
|
$
|
88.76
|
|
(3)
|
02/11/25
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
5,493
|
|
|
$
|
1,186,488
|
|
(4)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
7,518
|
|
|
$
|
1,623,888
|
|
(5)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
5,978
|
|
|
$
|
1,291,248
|
|
(6)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
33,828
|
|
|
$
|
7,306,848
|
|
(7)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
17,934
|
|
|
$
|
3,873,744
|
|
(8)
|
|||||||
|
428,784
|
|
|
114,955
|
|
|
|
|
|
|
18,989
|
|
|
$
|
4,101,624
|
|
|
51,762
|
|
|
$
|
11,180,592
|
|
|
||
Scott E. Lamb
|
23,624
|
|
|
—
|
|
|
$
|
61.76
|
|
(9)
|
02/06/23
|
|
|
|
|
|
|
|
|
|
||||||
|
75,000
|
|
|
25,000
|
|
|
$
|
58.79
|
|
(1)
|
02/24/24
|
|
|
|
|
|
|
|
|
|
||||||
|
11,055
|
|
|
5,528
|
|
|
$
|
88.76
|
|
(3)
|
02/11/25
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
1,484
|
|
|
$
|
320,544
|
|
(4)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,828
|
|
|
$
|
394,848
|
|
(5)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,778
|
|
|
$
|
384,048
|
|
(6)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
8,226
|
|
|
$
|
1,776,816
|
|
(7)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
5,334
|
|
|
$
|
1,152,144
|
|
(8)
|
|||||||
|
109,679
|
|
|
30,528
|
|
|
|
|
|
|
5,090
|
|
|
$
|
1,099,440
|
|
|
13,560
|
|
|
$
|
2,928,960
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Steven C. Riggs
|
3,446
|
|
|
—
|
|
|
$
|
61.76
|
|
(9)
|
02/06/23
|
|
|
|
|
|
|
|
|
|
||||||
|
—
|
|
|
31,250
|
|
|
$
|
58.79
|
|
(1)
|
02/24/24
|
|
|
|
|
|
|
|
|
|
||||||
|
10,088
|
|
|
5,044
|
|
|
$
|
88.76
|
|
(3)
|
02/11/25
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
1,355
|
|
|
$
|
292,680
|
|
(4)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,669
|
|
|
$
|
360,504
|
|
(5)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,374
|
|
|
$
|
296,784
|
|
(6)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
7,509
|
|
|
$
|
1,621,944
|
|
(7)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
4,122
|
|
|
$
|
890,352
|
|
(8)
|
|||||||
|
13,534
|
|
|
36,294
|
|
|
|
|
|
|
4,398
|
|
|
$
|
949,968
|
|
|
11,631
|
|
|
$
|
2,512,296
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alison D. Burcar
|
56,250
|
|
|
18,750
|
|
|
$
|
58.79
|
|
(1)
|
02/24/24
|
|
|
|
|
|
|
|
|
|
||||||
|
8,812
|
|
|
4,407
|
|
|
$
|
88.76
|
|
(3)
|
02/11/25
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
1,183
|
|
|
$
|
255,528
|
|
(4)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
2,429
|
|
|
$
|
524,664
|
|
(5)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,535
|
|
|
$
|
331,560
|
|
(6)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
10,929
|
|
|
$
|
2,360,664
|
|
(7)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
4,605
|
|
|
$
|
994,680
|
|
(8)
|
|||||||
|
65,062
|
|
|
23,157
|
|
|
|
|
|
|
5,147
|
|
|
$
|
1,111,752
|
|
|
15,534
|
|
|
$
|
3,355,344
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tom McCall
|
209
|
|
|
—
|
|
|
$
|
60.40
|
|
(10)
|
10/11/22
|
|
|
|
|
|
|
|
|
|
||||||
|
563
|
|
|
—
|
|
|
$
|
61.76
|
|
(9)
|
02/06/23
|
|
|
|
|
|
|
|
|
|
||||||
|
2,657
|
|
|
313
|
|
|
$
|
58.79
|
|
(2)
|
02/24/24
|
|
|
|
|
|
|
|
|
|
||||||
|
4,928
|
|
|
2,464
|
|
|
$
|
88.76
|
|
(3)
|
02/11/25
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
662
|
|
|
$
|
142,992
|
|
(4)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,358
|
|
|
$
|
293,328
|
|
(5)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,051
|
|
|
$
|
227,016
|
|
(6)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
6,111
|
|
|
$
|
1,319,976
|
|
(7)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
3,153
|
|
|
$
|
681,048
|
|
(8)
|
|||||||
|
8,357
|
|
|
2,777
|
|
|
|
|
|
|
3,071
|
|
|
$
|
663,336
|
|
|
9,264
|
|
|
$
|
2,001,024
|
|
|
(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 will become exercisable when they satisfy 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 will become exercisable when they satisfy 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. As both of the performance goals have been achieved, seventy-five percent of the performance options were exercisable at December 31, 2017.
|
(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 become exercisable when they satisfy 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 02/11/2015 and vests one-third annually. Market value is determined based on the closing price of our stock at December 29, 2017 of $216.00.
|
(5)
|
RSU award granted on 02/05/2016 and vests one-third annually. Market value is determined based on the closing price of our stock at December 29, 2017 of $216.00.
|
(6)
|
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 29, 2017 of $216.00.
|
(7)
|
Performance awards 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 29, 2017 of $216.00 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 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 awards 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 29, 2017 of $216.00 and assumes the maximum achievement level was reached. In calculating the number of performance shares and their value, we are required by SEC rules to compare the Company’s performance through 2017 under each outstanding performance award against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts.
|
(9)
|
Time-based stock options were granted on 02/06/2013 and vest 25% after one year, monthly for 36 months thereafter.
|
(10)
|
Time-based stock options were granted on 10/11/2012 and vested 25% after one year, monthly for 36 months thereafter.
|
|
|
|
|
Option awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Grant Type
|
|
Number of shares acquired on exercise (#)
|
|
Value realized on exercise
(1)
($)
|
|
Number of shares acquired on vesting (#)
|
|
Value realized on vesting
(2)
($)
|
||||||
Vivek Jain
|
|
Option
|
|
200,000
|
|
|
$
|
24,323,870
|
|
|
|
|
|
|||
|
RSU
|
|
|
|
|
|
31,931
|
|
|
$
|
4,642,817
|
|
||||
Scott E. Lamb
|
|
Option
|
|
23,772
|
|
|
$
|
2,935,525
|
|
|
|
|
|
|||
|
RSU
|
|
|
|
|
|
2,398
|
|
|
$
|
344,864
|
|
||||
Steven C. Riggs
|
|
Option
|
|
31,250
|
|
|
$
|
2,912,383
|
|
|
|
|
|
|||
|
RSU
|
|
|
|
|
|
2,188
|
|
|
$
|
314,663
|
|
||||
Alison D. Burcar
|
|
Option
|
|
17,851
|
|
|
$
|
1,818,272
|
|
|
|
|
|
|||
|
RSU
|
|
|
|
|
|
2,397
|
|
|
$
|
343,234
|
|
||||
Tom McCall
|
|
RSU
|
|
|
|
|
|
1,341
|
|
|
$
|
192,023
|
|
(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.
|
•
|
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.
|
•
|
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.
|
•
|
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 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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
Change in Control Termination
|
||||||||||||||||||||
|
|
Vivek
Jain
|
|
Scott E. Lamb
|
|
Steven C. Riggs
|
|
Alison D. Burcar
|
|
Tom
McCall
|
||||||||||
Number of options that would accelerate
|
|
114,955
|
|
|
30,528
|
|
|
36,294
|
|
|
23,157
|
|
|
2,777
|
|
|||||
Number of PRSU/RSUs that would accelerate
|
|
35,563
|
|
|
12,352
|
|
|
10,778
|
|
|
13,968
|
|
|
8,196
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intrinsic value of accelerated options and equity awards
|
|
$
|
25,140,618
|
|
|
$
|
7,301,665
|
|
|
$
|
7,882,659
|
|
|
$
|
6,525,522
|
|
|
$
|
2,132,983
|
|
Salary
|
|
$
|
1,300,000
|
|
|
$
|
592,725
|
|
|
$
|
540,873
|
|
|
$
|
472,500
|
|
|
$
|
440,325
|
|
Bonus
|
|
$
|
2,600,000
|
|
|
$
|
829,814
|
|
|
$
|
579,524
|
|
|
$
|
548,100
|
|
|
$
|
616,195
|
|
Benefits
|
|
$
|
30,523
|
|
|
$
|
30,914
|
|
|
$
|
30,914
|
|
|
$
|
34,754
|
|
|
$
|
34,754
|
|
Total
|
|
$
|
29,071,141
|
|
|
$
|
8,755,118
|
|
|
$
|
9,033,970
|
|
|
$
|
7,580,876
|
|
|
$
|
3,224,257
|
|
Termination not in Connection with a Change in Control
|
||||||||||||||||||||
|
|
Vivek
Jain
|
|
Scott E. Lamb
|
|
Steven C. Riggs
|
|
Alison D. Burcar
|
|
Tom
McCall
|
||||||||||
Number of options that would accelerate
|
|
114,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Number of PRSUs/RSUs that would accelerate
|
|
24,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intrinsic value of accelerated options and equity awards
|
|
$
|
22,705,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Salary
|
|
$
|
975,000
|
|
|
$
|
395,150
|
|
|
$
|
360,582
|
|
|
$
|
315,000
|
|
|
$
|
293,550
|
|
Bonus
(1)
|
|
$
|
2,275,000
|
|
|
$
|
474,179
|
|
|
$
|
255,000
|
|
|
$
|
264,600
|
|
|
$
|
352,000
|
|
Benefits
|
|
$
|
30,523
|
|
|
$
|
20,609
|
|
|
$
|
20,609
|
|
|
$
|
23,169
|
|
|
$
|
23,169
|
|
Total
|
|
$
|
25,985,525
|
|
|
$
|
889,938
|
|
|
$
|
636,191
|
|
|
$
|
602,769
|
|
|
$
|
668,719
|
|
|
|
Vivek
Jain
|
|
Scott E. Lamb
|
|
Steven C. Riggs
|
|
Alison D. Burcar
|
|
Tom
McCall
|
||||||||||
Number of options that would accelerate
|
|
114,955
|
|
|
30,528
|
|
|
36,294
|
|
|
23,157
|
|
|
2,777
|
|
|||||
Number of PRSUs/RSUs that would accelerate
|
|
35,563
|
|
|
8,796
|
|
|
8,030
|
|
|
10,898
|
|
|
6,094
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intrinsic value of accelerated options and equity awards
|
|
$
|
25,140,618
|
|
|
$
|
6,533,569
|
|
|
$
|
7,289,091
|
|
|
$
|
5,862,402
|
|
|
$
|
1,678,951
|
|
Total
|
|
$
|
25,140,618
|
|
|
$
|
6,533,569
|
|
|
$
|
7,289,091
|
|
|
$
|
5,862,402
|
|
|
$
|
1,678,951
|
|
|
January 2017 - June 2017
|
|
As of July 1, 2017
|
|||||||||||||||||||||||||
|
Board
|
Audit Committee
|
Compensation Committee
|
Nominating/Corporate Governance Committee
|
|
Board
|
Lead Director
|
Audit Committee
|
Compensation Committee
|
Nominating/Corporate Governance Committee
|
||||||||||||||||||
Annual Retainer - chairperson
|
|
$
|
85,000
|
|
$
|
80,000
|
|
$
|
70,000
|
|
|
—
|
|
$
|
93,500
|
|
$
|
97,000
|
|
$
|
87,500
|
|
$
|
85,000
|
|
|||
Annual Retainer - member
|
$
|
60,000
|
|
|
|
|
|
$
|
70,000
|
|
|
—
|
|
—
|
|
—
|
|
Name
(1)
|
|
Fees earned or
paid in cash ($)
|
|
Stock awards ($)
(2)
|
|
Option awards ($)
(3)(4)
|
|
Other ($)
|
|
Total ($)
|
||||||||||
George A. Lopez, M.D.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
355,645
|
|
(5)
|
$
|
355,645
|
|
Joseph R. Saucedo
|
|
$
|
86,250
|
|
|
$
|
75,145
|
|
|
$
|
75,025
|
|
|
$
|
—
|
|
|
$
|
236,420
|
|
Richard H. Sherman, M.D.
|
|
$
|
100,000
|
|
(6)
|
$
|
75,145
|
|
|
$
|
75,025
|
|
|
$
|
—
|
|
|
$
|
250,170
|
|
Robert S. Swinney, M.D.
|
|
$
|
82,500
|
|
|
$
|
75,145
|
|
|
$
|
75,025
|
|
|
$
|
—
|
|
|
$
|
232,670
|
|
David Greenberg
|
|
$
|
76,750
|
|
|
$
|
75,145
|
|
|
$
|
75,025
|
|
|
$
|
—
|
|
|
$
|
226,920
|
|
Elisha Finney
|
|
$
|
78,500
|
|
|
$
|
75,145
|
|
|
$
|
75,025
|
|
|
$
|
—
|
|
|
$
|
228,670
|
|
(3)
|
On May 9,
2017
, each non-employee director was granted 1,765 options to purchase shares of our Common Stock with a grant date fair value of $75,025.
See Note 7 to our Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended December 31,
2017
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 7 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on March 16, 2018. 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,
2017
, our non-employee directors held options to purchase shares of our Common Stock as follows: Dr. Lopez 208,433; Mr. Saucedo 22,637; Dr. Swinney 43,637; Mr. Greenberg 7,103; and Ms. Finney 5,474.
|
(5)
|
Consists of amounts paid to Dr. Lopez in 2017 under the above mentioned Buy-Out Agreement.
|
(6)
|
On June 6, 2017, Dr. Sherman passed away. In accordance with Company policy the full annual retainer was paid to the Estate of Dr. Sherman, along with a one-time deferred compensation payment of $30,000 that was payable upon Dr. Sherman leaving the Board.
|
•
|
the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $23,097; and
|
•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $3,818,323.
|
•
|
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.
|
|
|
|
|
|
|
Number of shares remaining
|
|
|
Number of shares to be issued
upon exercise of outstanding
|
|
Weighted-average exercise
|
|
available for future issuance
under equity compensation
|
Plan Category
|
|
options, warrants and rights
|
|
price of outstanding
|
|
plans (excluding shares
|
|
|
|
|
options, warrants and rights (2)
|
|
reflected in column (a))
|
|
|
(a)
|
|
(b)
|
|
(c)(3)
|
Equity compensation plans approved by stockholders
|
|
1,547,124
|
|
$62.52
|
|
1,825,399
|
Equity compensation plans not approved by stockholders
(4)
|
|
82,366
|
|
$58.79
|
|
—
|
Total
|
|
1,629,490
|
(1)
|
|
|
1,825,399
|
|
|
|
|
Membership on Standing Committees
|
||
|
Independent
|
|
Lead
Independent
Director
|
NCGC
|
AC
|
CC
|
George A. Lopez, M.D.
|
|
|
|
|
|
|
Joseph R. Saucedo
(1)
|
X
|
|
|
X
|
X
|
X,C
|
Robert S. Swinney, M.D.
|
X
|
|
|
X,C
|
|
X
|
David C. Greenberg
|
X
|
|
X
|
|
X
|
X
|
Elisha W. Finney
|
X
|
|
|
X
|
X,C
|
|
Douglas E. Giordano
|
|
|
|
|
|
|
Donald M. Abbey
(2)
|
X
|
|
|
|
|
|
David F. Hoffmeister
(3)
|
X
|
|
|
|
X
|
|
•
|
presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
|
•
|
consulting with the Chairman as to an appropriate schedule of Board meetings;
|
•
|
approving meeting agendas for the Board;
|
•
|
advising the Chairman as to the quality, quantity, and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
|
•
|
serving as principal liaison between the Chairman and the independent directors; and
|
•
|
performing other duties specified in the Lead Independent Director Charter.
|
|
|
2016
|
|
2017
|
||||
Audit fees
|
|
$
|
1,107,156
|
|
|
$
|
3,357,640
|
|
Audit related fees
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax fees
|
|
$
|
—
|
|
|
$
|
—
|
|
All other fees *
|
|
$
|
584,327
|
|
|
$
|
9,865,462
|
|
Adjusted EBITDA
|
|||
GAAP net income
|
$
|
68,644
|
|
|
|
||
Non-GAAP adjustments:
|
|
||
Interest, net (a)
|
221
|
|
|
Stock compensation expense (b)
|
19,352
|
|
|
Depreciation and amortization expense (c)
|
66,569
|
|
|
Restructuring, strategic transaction and integration expense (d)
|
77,967
|
|
|
Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value (e)
|
66,313
|
|
|
Legal settlement (f)
|
809
|
|
|
Bargain purchase gain (g)
|
(70,890
|
)
|
|
Change in fair value of earn-out (h)
|
8,000
|
|
|
Disposition of certain assets (i)
|
2,880
|
|
|
Provision for income taxes (j)
|
(17,361
|
)
|
|
Total non-GAAP adjustments
|
153,860
|
|
|
|
|
||
Adjusted EBITDA
|
$
|
222,504
|
|
|
|
||
Adjusted Diluted Earnings Per Share
|
|||
GAAP diluted earnings per share
|
$
|
3.29
|
|
|
|
||
Non-GAAP adjustments:
|
|
||
Interest, net (a)
|
$
|
0.01
|
|
Stock compensation expense (b)
|
$
|
0.93
|
|
Amortization expense (k)
|
$
|
0.72
|
|
Restructuring, strategic transaction and integration expense (d)
|
$
|
3.74
|
|
Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value (e)
|
$
|
3.18
|
|
Legal settlement (f)
|
$
|
0.04
|
|
Bargain purchase gain (g)
|
$
|
(3.40
|
)
|
Change in fair value of contingent earn-out (h)
|
$
|
0.38
|
|
Disposition of certain assets (i)
|
$
|
0.14
|
|
Estimated income tax impact from adjustments (l)
|
$
|
(2.58
|
)
|
Adjusted diluted earnings per share
|
$
|
6.45
|
|
____________________________
|
|
||
|
|
||
(a) Interest, net.
|
|
||
(b) Stock-based compensation expense in accordance with ASC 718.
|
|
||
(c) Depreciation of fixed assets and amortization of intangible assets.
|
|||
(d) Restructuring, strategic transaction and integration expense.
|
|
||
(e)
Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value.
|
|||
(f) Legal settlement.
|
|
||
(g) Bargain purchase gain.
|
|
||
(h) Change in fair value of contingent earn-out.
|
|
||
(i) Disposition of certain assets.
|
|
||
(j) Income tax expense recognized during the period.
|
|
||
(k) Amortization expense
|
|
||
(l) Estimated income tax effect on adjustments for interest, net, stock compensation expense, amortization expense and restructuring, strategic transaction and integration expense, legal settlement and change in fair value of contingent earn-out.
|
1 Year ICU Medical Chart |
1 Month ICU Medical Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions