Brian Bonnell
Chief Financial Officer and Treasurer at ICUI
Executive
About Brian Bonnell
Brian M. Bonnell is Chief Financial Officer and Treasurer of ICU Medical and has served in this role since March 3, 2020; he is 51 years old as of April 3, 2025 . Prior roles include Corporate Vice President, Finance at ICU Medical (May 2018–March 2020), Treasurer and Head of FP&A at Alere Inc. (May 2015–December 2017), and various finance roles at CareFusion, most recently Senior Vice President, Tax and Treasurer . Company performance metrics relevant to incentive funding include 2024 Adjusted EBITDA of $370.5 million and Free Cash Flow of $125.4 million, which drove above-target bonus payouts under the MIP; in 2023, revenue was $2,259.1 million (-0.9% YoY), Adjusted EBITDA was $376.1 million (+4.9% YoY), and the closing stock price fell 36.7% YoY to $99.74 at fiscal year-end . The Compensation Committee also credited executives for contributions to integrating the Smiths Medical acquisition and advancing a joint venture announced in November 2024 (expected to close in 2025), factors used in individual bonus determinations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareFusion Corporation | Various finance roles; last served as SVP, Tax and Treasurer | Pre-2015 | Senior finance leadership and treasury responsibilities |
| Alere Inc. | Treasurer and Head of FP&A | 2015–2017 | Led treasury and FP&A functions |
| ICU Medical, Inc. | Corporate Vice President, Finance | 2018–2020 | Pre-CFO finance leadership |
| ICU Medical, Inc. | Chief Financial Officer and Treasurer | 2020–present | Executive officer overseeing finance organization |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company board or external roles disclosed in the proxy materials reviewed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $462,692 | $475,000 | $475,000 |
| Target Bonus ($) | Not disclosed | Not disclosed | $285,000 (set in 2024 MIP) |
| Target Bonus % of Salary | — | — | 60% (derived from $285,000 ÷ $475,000) |
| Bonus ($) (SCT “Bonus” column) | $142,500 | $23,085 | $71,250 |
| Non-Equity Incentive Plan Compensation ($) | — | $171,000 | $427,500 |
| Stock Awards ($) | $3,000,206 | $3,702,920 | $3,000,038 |
| All Other Compensation ($) | $13,725 | $16,500 | $17,250 |
| Total Compensation ($) | $3,619,123 | $4,388,505 | $3,991,038 |
| Actual 2024 Bonus Paid (Sum) | — | — | $498,750 (175% of $285,000 target; paid 125% in March 2025, remainder in Q4 2025 subject to continued service) |
Performance Compensation
Annual Cash Bonus (MIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Not disclosed | $370.5 million | Contributed to 150% pool funding | Paid 125% in March 2025; remainder in Q4 2025 subject to continued service |
| Free Cash Flow | Not disclosed | Not disclosed | $125.4 million | Contributed to 150% pool funding | Same as above |
| Individual Performance Factor (Bonnell) | — | — | — | 175% of target (Actual $498,750) | Same as above |
Equity Incentives – Grant Structure and Metrics
| Grant Year | Instrument | Grant Date | Metric(s) | Weighting | Threshold/Target/Max Shares | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 | PRSUs | 03/08/2024 | 2-year Cumulative Adjusted EBITDA (2024–2025) | 100% | 14,352 / 28,703 / 71,758 | $3,000,038 |
| 2023 | PRSUs | 05/17/2023 | 3-year cumulative adjusted revenue growth rate and cumulative Adjusted EBITDA CAGR | 50% / 50% | Target not disclosed in table; unearned units outstanding 2,436 | Not separately shown; see SCT total |
| 2023 | RSUs | 05/17/2023 | Time-based | — | 6,496 unvested at 12/31/2024 | Included in SCT |
| 2022 | RSUs | 03/07/2022 | Time-based | — | 2,146 unvested at 12/31/2024 | Included in SCT |
Vesting Schedules and Settlement
- 2024 PRSUs: Earned, if at all, based on 2-year cumulative Adjusted EBITDA over 1/1/2024–12/31/2025; threshold performance required or forfeited; one-for-one share settlement upon earn .
- 2023 PRSUs: Earn up to 250% maximum based on 3-year cumulative adjusted revenue growth rate and cumulative Adjusted EBITDA CAGR (50/50 weighting); vested shares settle in full on March 15, 2026 .
- RSUs (2022, 2023, 2024 grants): Vest one-third annually on grant anniversaries over three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/20/2025) | 30,348 shares; less than 1% of outstanding |
| Options (as of 12/31/2024) | None outstanding for Bonnell |
| Unvested RSUs (12/31/2024) | 2,146 (3/7/2022 grant), market value $332,995; 6,496 (5/17/2023 grant), market value $1,007,984 |
| Unearned PRSUs (12/31/2024) | 2,436 (5/17/2023 PRSUs), market value $377,994; 14,352 (3/8/2024 PRSUs), market value $2,226,922 |
| Awards Outstanding (Plan Benefits as of 3/8/2025) | RSUs 43,814; PRSUs 66,728; Options — |
| Pledging/Hedging Disclosure | No pledging noted in reviewed beneficial ownership section |
Employment Terms
| Scenario (as of 12/31/2024) | Equity Acceleration | Salary ($) | Bonus ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / for good reason in connection with Change in Control (double-trigger) | 85,536 PRSUs/RSUs; intrinsic value $13,272,621 | $712,500 | $926,250 | $38,673 | $14,950,044 |
| Termination not in connection with Change in Control | — | $475,000 | $498,750 | $25,782 | $999,532 |
| Change in Control with no termination (reference, prior year) | No payments to NEOs upon CIC without termination (double-trigger structure) | — | — | — | — |
- Definitions: “Cause” and “Good Reason” for the Severance Plan are detailed in the proxy, with “Good Reason” including significant diminution in duties, material salary reduction, or material change in work location increasing commuting distance; CEO’s employment agreement includes similar but CEO-specific terms .
Compensation Structure Analysis
- Base salaries were held flat in 2024 versus 2023; Bonnell’s base remained $475,000, below peer medians per CD&A, emphasizing variable pay for retention .
- 2024 MIP funding at 150% of target was driven by Adjusted EBITDA and FCF performance; Bonnell’s individual payout was 175% of target ($498,750), with amounts above 125% deferred to Q4 2025 contingent on continued service (retention lever) .
- Long-term incentives emphasize performance-based equity: 2024 PRSUs are 100% tied to 2-year cumulative Adjusted EBITDA; 2023 PRSUs split 50/50 between revenue growth and Adjusted EBITDA CAGR, with up to 250% maximum earn, vesting in March 2026 .
- YOY mix: Bonnell’s 2024 stock awards decreased vs. 2023 ($3,000,038 vs. $3,702,920), while his total bonus payout increased (sum of SCT Bonus + Non-Equity plan of $498,750 vs. $194,085 in 2023) .
Equity Awards – 2024 Details (Bonnell)
| Grant Date | Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 03/08/2024 | PRSUs | 14,352 | 28,703 | 71,758 | $3,000,038 |
Performance & Track Record
- 2024 achievements cited by the Compensation Committee for NEO evaluations included continued integration of the Smiths Medical acquisition and significant work on a joint venture announced in November 2024, expected to close in 2025 .
- 2023 performance: Revenue $2,259.1 million (-0.9% YoY), Adjusted EBITDA $376.1 million (+4.9% YoY), closing stock price at FY-end $99.74 (-36.7% YoY) .
Compensation Committee Analysis
- The Compensation Committee used Compensia for competitive market analysis when sizing 2024 equity awards and considered CEO recommendations (excluding his own award), current unvested holdings, retention hold, and dilution .
- The program emphasizes pay-for-performance with a high proportion of variable pay (average ~86% of NEO target direct compensation in 2024), with base salaries maintained below peer medians per CD&A .
Risk Indicators & Red Flags
- Double-trigger change-in-control design confirmed; no payments upon CIC without termination (mitigates single-trigger windfall risk) .
- No options outstanding for Bonnell, reducing option repricing risk exposure; equity is primarily RSUs/PRSUs with performance conditions .
- No pledging disclosed in beneficial ownership sections reviewed; no Form 4 trading data reviewed here (consider monitoring for tax-related sales around vest dates) .
Investment Implications
- High alignment and retention: Large unearned PRSU balance (e.g., 14,352 from 2024 cycle; 2,436 from 2023 cycle) with performance gates (EBITDA, revenue/EBITDA CAGR) and deferred MIP payout beyond 125% until Q4 2025 subject to service supports retention and ties pay to cash/earnings quality .
- Potential selling pressure around vest dates: Annual RSU tranches (2022/2023 grants) and 2023 PRSUs vesting in March 2026 may trigger tax-related sales; monitor insider filings near vesting and any CIC acceleration scenarios (85,536 units would accelerate for Bonnell upon double-trigger CIC) .
- Performance sensitivity: 2024 PRSUs depend solely on 2-year cumulative Adjusted EBITDA, reinforcing focus on operational earnings and integration execution (Smiths Medical, JV), which drove above-target MIP funding; downside risk if EBITDA underperforms threshold forfeiture triggers .
- Pay mix and governance: Base salary held flat; variable-heavy design and double-trigger CIC terms are shareholder-friendly; continued use of independent consultant (Compensia) and performance-based equity reduces misalignment risk .