Sector: Health Care
ICU MEDICAL INC · Meeting: May 13, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Jain has served as CEO and director since 2014; the 3-year TSR gap versus the company-disclosed peer group is only +1.5pp in ICUI's favor (peers median -24.8% vs ICUI -23.3%), well within the 20pp threshold required to trigger a No vote, so no TSR-based flag applies.
Greenberg has served since 2015 with relevant medical industry and financial expertise; the 3-year peer-group TSR comparison does not trigger a No vote, all attendance requirements are met, and no overboarding, independence, or other policy flags apply.
Finney has served since 2016 with strong finance credentials including prior CFO experience; the 3-year peer-group TSR comparison does not trigger a No vote, attendance is adequate, and no other policy flags apply.
Hoffmeister has served since 2018 with a strong financial background as a former CFO; the 3-year peer-group TSR comparison does not trigger a No vote, attendance is adequate, and no other policy flags apply.
Abbey has served since 2018 with relevant medical device regulatory expertise; the 3-year peer-group TSR comparison does not trigger a No vote, attendance is adequate, and no other policy flags apply.
Hernandez has served since July 2021 with relevant healthcare industry experience; the 3-year peer-group TSR comparison does not trigger a No vote, attendance is adequate, and no other policy flags apply.
Kennedy has served since December 2021 with relevant medical device industry experience; the 3-year peer-group TSR comparison does not trigger a No vote, attendance is adequate, and no other policy flags apply.
All seven directors pass the policy screens. The key TSR test uses the company-disclosed compensation peer group (14 peers), where ICUI's 3-year return of -23.3% is actually 1.5 percentage points better than the peer median of -24.8% — meaning ICUI has not underperformed its peers and the TSR trigger does not fire for any director. No directors are overboarded, all attended more than 75% of meetings, all independent directors serving on audit and compensation committees are properly classified as independent, and no familial relationships with management are disclosed.
CEO
Vivek Jain
Total Comp
$6,452,042
Prior Support
95.9%%
The CEO's total pay of $6.45 million is reasonable for the CEO of a $3.1 billion medical device company and does not appear materially above benchmark for this title, sector, and size. The pay program is well-structured for performance alignment: approximately 86% of named executive officer target pay is variable, with annual cash bonuses tied to Adjusted EBITDA and free cash flow, and long-term equity awards split between performance-based restricted stock awards (vesting on 3-year cumulative revenue and EBITDA targets) and time-based restricted stock awards — a mix that clearly links pay to outcomes rather than guaranteeing fixed payouts. The prior Say on Pay vote received approximately 96% support in 2025, the company has a meaningful clawback policy, base salaries have been held flat since 2022 for most executives, and the pay-for-performance alignment check does not fail because ICUI's 3-year stock return closely tracks its peer group median, meaning above-target incentive payouts reflect actual performance execution rather than misaligned rewards.
Auditor
Deloitte & Touche LLP
Tenure
18 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte has served as ICU Medical's auditor since March 2008, giving approximately 18 years of tenure — below the 25-year threshold that would trigger a No vote. The proxy filing does not include a complete auditor fee table with specific dollar amounts for audit fees and non-audit fees in the section available for review, so the non-audit fee ratio test cannot be calculated; in the absence of confirmed fee data the policy directs a FOR vote. Deloitte is a Big 4 firm fully adequate for a $3.1 billion public company, and no material financial restatements attributable to audit failure are disclosed.
4 proposals submitted by shareholders
Proposal 4
This is a board-proposed charter amendment that eliminates supermajority voting requirements — replacing two-thirds supermajority thresholds for director term shortening, removal without cause, and increasing board size with simple majority standards. A nearly identical stockholder proposal passed with majority support at last year's annual meeting, making this a direct board response to shareholder demand. Eliminating supermajority voting requirements is a mainstream governance improvement that makes it easier for shareholders to exercise their rights, and the policy broadly supports governance changes that reduce entrenchment and align with what shareholders have already voted for.
Proposal 5
Currently, only the Board, the Chairman, or the President can call a special meeting of stockholders — shareholders have no right whatsoever to do so. This amendment grants stockholders owning at least 25% of voting shares the power to call a special meeting, which is a clear improvement in shareholder rights from the current baseline of zero. The 25% threshold is consistent with market practice (approximately 37.6% of S&P 500 companies with a special meeting right use 25% or higher), and the board's engagement with major shareholders supports the view that this threshold reflects genuine stockholder preferences. While a lower 10% threshold (as proposed in Proposal 7) would be more shareholder-friendly, this amendment still represents a meaningful positive step and should be supported.
Proposal 6
This is a standard procedural adjournment proposal tied directly to obtaining sufficient votes for Proposal 5, a governance improvement we support. Procedural adjournment requests of this type are routine housekeeping measures that help ensure valid governance proposals can receive adequate shareholder consideration, and no policy concerns are triggered.
Proposal 7
John Chevedden is a well-known individual governance activist with a strong track record of filing legitimate governance proposals focused on shareholder rights, and his proposals are taken seriously under our policy. A 10% ownership threshold for calling special meetings is a stronger shareholder right than the board's proposed 25% threshold — it means a smaller group of concerned shareholders can call a meeting to address urgent issues rather than needing to organize a quarter of all voting shares. While the board's competing Proposal 5 at 25% is an improvement over the current zero-right baseline and we support it, the 10% threshold in this proposal would provide more meaningful accountability, particularly given ICUI's stock has declined significantly and the company has faced FDA warning letters and securities fraud investigations in 2025 that shareholders may need timely ability to address. The proposal is advisory only, so if both proposals pass, the board has stated it will implement the 25% threshold — but shareholders should nonetheless signal their preference for a more accessible threshold.
The 2026 ICU Medical annual ballot is predominantly pro-shareholder: all seven directors pass the TSR and governance screens because ICUI's 3-year stock performance closely tracked its peer group median, the Say on Pay program features strong performance linkage with 86% variable pay and received 96% support last year, and the board is proactively improving governance by eliminating supermajority voting and adding a special meeting right. The main judgment calls involve the two competing special meeting proposals — we support both the board's 25% threshold charter amendment (Proposal 5) and John Chevedden's 10% threshold advisory proposal (Proposal 7) as complementary signals that shareholders want broader access to call special meetings.
14 companies disclosed in 2026 proxy filing
