Christian Voigtlander
ICU MEDICAL INC/DEAbout Christian Voigtlander
Christian B. Voigtlander, age 57, is Chief Operating Officer (COO) of ICU Medical, Inc. (ICUI), serving in this role since January 2018; he previously led Business Development and served as General Manager of Infusion Solutions after joining ICUI in 2015, and earlier held senior business development roles at CareFusion . ICUI’s 2024 performance (the most recent full year disclosed) showed revenue up 5.4% to $2,382M, adjusted EBITDA down 1.5% to $370.5M, adjusted diluted EPS down 8% to $6.21, free cash flow up 49.6% to $125.4M, and year-end stock price up 55.6% YoY to $155.17, metrics central to Voigtlander’s incentive design and payout calibration . Education is not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICU Medical, Inc. | Chief Operating Officer | Jan 2018–present | Oversight of operations; contributions to Smiths Medical integration and 2024 JV efforts were key factors in bonus outcomes . |
| ICU Medical, Inc. | Corporate VP, Business Development & GM, Infusion Solutions | Feb 2017–Jan 2018 | Led Infusion Solutions and BD, setting foundations for operational leadership . |
| ICU Medical, Inc. | VP, Business Development | Jun 2015–Feb 2017 | Drove BD initiatives post-joining ICUI . |
| CareFusion | SVP, Business Development & Strategy | Pre-2015 | Led BD/strategy at a major medtech firm; relevant to ICUI’s growth and integration skillset . |
External Roles
No public company board directorships or external committee roles are disclosed for Voigtlander in the proxy .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $500,000 | Maintained at 2023 level . |
| Target Bonus (% of Base) | 60% | MIP target unchanged from 2023 . |
| Actual Bonus Paid ($) | $525,000 | 175% of target reflecting individual performance and corporate results; payout split with part paid in March 2025 and remainder in Q4 2025 subject to continued service . |
Performance Compensation
Annual Cash Bonus (MIP) – 2024 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $350M | $370.5M | Company exceeded “stretch”; MIP funded at 150% of target . |
| Free Cash Flow | 50% | $80M | $125.4M | Company exceeded “stretch”; MIP funded at 150% of target . |
| Individual Performance Factor (Voigtlander) | — | — | — | Payout set at 175% of target; actual cash bonus $525,000 . |
Key features:
- Payout range: 50% (threshold) to 150% (stretch) of target bonus .
- Discretion: Committee adjusted for individual contributions (e.g., Smiths Medical integration and 2024 JV work) .
Long-Term Incentives (Equity Awards)
| Award Type | Grant Date | Target Units (#) | Performance Metric(s) | Performance Window | Vesting |
|---|---|---|---|---|---|
| PRSUs | 03/08/2024 | 28,703 | Two-year cumulative Adjusted EBITDA (0–250% earnout) | 2024–2025 | Cliff vests 03/08/2026, subject to continued service . |
| PRSUs | 05/17/2023 | 2,436 (reported as unearned units at threshold for disclosure) | 3-year cumulative adjusted revenue growth rate (50%) and cumulative Adjusted EBITDA CAGR (50%) (0–250% earnout) | 2023–2025 | Vests 03/15/2026 if earned; continued service required . |
| RSUs (time-based) | 03/07/2022 | 2,146 (unvested at 12/31/24) | Time vesting | 3-year | Annual ratable vesting . |
| RSUs (time-based) | 05/17/2023 | 6,496 (unvested at 12/31/24) | Time vesting | 3-year | Annual ratable vesting . |
Notes:
- 2024 PRSU specific targets withheld to avoid competitive harm; disclosed after performance period ends .
- No dividend equivalents on PRSUs/RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,389 shares owned; 55,556 shares acquirable within 60 days; total 57,945; <1% of outstanding . |
| Options | 55,556 exercisable; strike $96.83; expiration 06/04/2025 . |
| Unvested RSUs | 2,146 (03/07/2022 grant) and 6,496 (05/17/2023 grant) unvested at 12/31/24 . |
| Unearned PRSUs | 2,436 (05/17/2023 performance grant) and 14,352 (03/08/2024 performance grant) at threshold disclosure basis . |
| Stock Ownership Guidelines | Executives required to hold ≥1x base salary; all executives past the 5-year mark are in compliance . |
| Hedging/Pledging | Prohibited for directors/officers; no pledging allowed . |
| Tax Gross-Ups | Not provided on perquisites or severance/CoC . |
| Pension | No defined benefit plan; standard 401(k) matching . |
Insider selling pressure indicators:
- 55,556 options expiring on 06/04/2025 at $96.83 strike could prompt exercise/transactions around expiry; retention and trading cadence should be monitored near this date .
Employment Terms
| Provision | Non-CEO NEO Severance Plan Terms |
|---|---|
| Termination without Cause / for Good Reason (outside CoC) | Lump sum equal to 12 months’ salary; company-paid COBRA up to 12 months; pro-rated annual bonus based on performance . |
| CoC Window (60 days pre-CoC to 1 year post-CoC) | Lump sum equal to 18 months’ salary + 150% of target annual bonus; company-paid COBRA up to 18 months; pro-rated annual bonus; full accelerated vesting of outstanding time-based equity . |
| Equity Acceleration (PRSUs) | For 2024 PRSUs, if service continues until immediately before CoC, units deemed earned and vest at 2.0x factor; similar 2.0x acceleration for 2023 PRSUs if not assumed/replaced by successor . |
| Conditions | Payments subject to release of claims and non-solicit compliance; payments reduced if 280G excise tax mitigation results in better net outcome . |
Change-in-control economics (illustrative disclosure as of 12/31/2024):
| Component | Amount |
|---|---|
| Accelerated Equity (intrinsic value) | $13,272,621 . |
| Salary | $750,000 . |
| Bonus | $975,000 . |
| Benefits | $38,673 . |
| Total | $15,036,294 . |
Compensation Structure Analysis
- Mix emphasizes at-risk pay: equity-driven PRSUs with multi-year performance and capped MIP payouts; base salaries below peer median heighten dependency on performance outcomes for retention .
- 2024 annual bonuses funded at 150% on strong Adjusted EBITDA and FCF, with Voigtlander’s payout at 175% of target due to role in integration and JV activities; part of payout deferred to Q4 2025 to support retention .
- Long-term PRSUs shifted to Adjusted EBITDA for 2024–2025; 2023 grants added adjusted revenue growth and Adjusted EBITDA CAGR, tightening operational focus on margin and growth quality .
- No hedging/pledging; clawback policy compliant with Dodd-Frank (restatement-triggered recovery for Section 16 officers) .
- No tax gross-ups or defined benefit plans; limited perquisites reflect shareholder-friendly posture .
Compensation Peer Group and Governance
- 2024 compensation peer group includes: CONMED, Hologic, Patterson Companies, The Cooper Companies, Integer Holdings, Sotera Health, DENTSPLY SIRONA, Integra LifeSciences, STERIS, Envista, Masimo, Teleflex, Haemonetics, Merit Medical (Merit added; Nuvasive removed) .
- Compensation Committee: Greenberg (Chair), Abbey, Hoffmeister; independent; Compensia engaged with no conflicts found .
- Say-on-Pay: 96% approval at 2024 meeting; ongoing investor engagement with top holders on performance, comp, and strategy .
Performance & Track Record
- 2024 execution: revenue growth (+5.4%), FCF strength (+49.6%), and year-end stock price appreciation (+55.6%); adjusted EBITDA slightly lower (-1.5%), and adjusted EPS declined (-8%) .
- The Compensation Committee cited Voigtlander’s contributions to Smiths Medical integration and JV work in setting above-target cash bonus outcomes (175% of target) .
Equity Ownership & Compliance Details
| Category | Status |
|---|---|
| Ownership Guidelines Compliance | Executives beyond 5-year mark are in compliance; Voigtlander’s tenure began in 2015 (past 5-year mark) . |
| Pledging/Hedging | Prohibited; policy applies to officers . |
| Clawback | Effective Oct 2, 2023; covers cash and equity incentive comp upon restatement . |
| ESPP/Pension | ESPP suspended; no defined benefit pension; 401(k) match standard . |
Investment Implications
- Alignment: Multi-year PRSUs tied to Adjusted EBITDA and revenue/EBITDA CAGR drive focus on durable profitability and cash generation; anti-hedging/pledging and ownership guidelines support alignment .
- Retention: Deferred bonus payout to Q4 2025 and cliff vesting of 2024 PRSUs in March 2026 enhance retention; however, 06/04/2025 option expiry (55,556 shares at $96.83) could introduce near-term exercise/sale dynamics and trading signals .
- CoC Economics: Double-trigger framework with 2.0x PRSU acceleration and substantial equity intrinsic value in a CoC scenario ($13.27M for Voigtlander) may create meaningful change-of-control leverage; monitor governance and deal incentives .
- Pay-for-Performance: Above-target cash payouts aligned with strong FCF/Adj EBITDA results; equity remains the larger lever of upside/downside, with no tax gross-ups and clawback in place—risk-managed but performance-sensitive structure .