Christian Voigtlander
Chief Operating Officer at ICUI
Executive
About 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 .