Daniel Woolson
ICU MEDICAL INC/DEAbout Daniel Woolson
Daniel Woolson, 48, is President of ICU Medical, appointed effective September 30, 2024 after leading the Infusion Systems business since 2017; prior roles include President, Respiratory Solutions at Becton Dickinson and senior general management at CareFusion . Education not disclosed. Under his leadership period overlapping fiscal 2024, ICU revenue grew 5.4% to $2,382.0M, Adjusted EBITDA was $370.5M (-1.5% YoY), and the stock closed FY24 at $155.17 (+55.6% YoY) . 2024 MIP centered on Adjusted EBITDA and Free Cash Flow drove strong funding; individual contributions to Smiths Medical integration and a November 2024 JV were highlighted in NEO payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICU Medical | Corporate Vice President, General Manager – Infusion Systems | 2017–2024 | Led infusion systems; contributions to Smiths Medical integration cited in 2024 bonus assessment |
| ICU Medical | President | Oct 2024–present | Executive oversight across operations; tenure began 9/30/2024 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Becton Dickinson | President, Respiratory Solutions | Mar 2015–Nov 2016 | Business leadership in respiratory disposables |
| CareFusion | VP/GM, Specialty Disposables; prior roles | pre–Mar 2015 | General management in specialty disposables |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $363,462 | $375,000 | $375,000 |
| Discretionary Bonus ($) | $112,500 | $17,550 | — |
| Non-Equity Incentive (MIP) ($) | — | $135,000 | $326,250 |
| All Other Compensation ($) | $13,725 | $16,500 | $17,250 |
| Total Compensation ($) | $1,839,920 | $2,210,525 | $2,068,690 |
- Target bonus opportunity: 60% of base salary; MIP payout range 50%–150% of target .
- 2025 base salary increased to $400,000 effective March 2025 in connection with his promotion to President .
Performance Compensation
Annual Cash MIP (2024)
| Metric | Weighting | Threshold | Target | Stretch | Actual | Funding |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | $330 | $350 | $370 | $370.5 | 150% of target pool |
| Free Cash Flow ($MM) | 50% | $40 | $80 | $120 | $125.4 | 150% of target pool |
- Individual payout: Woolson earned 145% of target; MIP paid 125% in Mar 2025 with balance scheduled for 4Q25, subject to continued service .
Equity Awards and Vesting
| Award Type | Grant Date | Units (Target) | Fair Value ($) | Metrics | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs | 03/08/2024 | 6,459 | $675,095 | N/A | Ratably over 3 years from grant date |
| PRSUs (2-year) | 03/08/2024 | 6,459 | $675,095 | 2-year cumulative Adjusted EBITDA (0–250% earn) | Cliff vest 03/08/2026 (subject to service) |
| PRSUs (annual performance tranches) | 05/17/2023 | 2,923 (at target outstanding at 12/31/24) | $453,562 market value at 12/31/24 | Annual individual goals | Tranches vest on Mar 15, 2024/2025/2026 if goals met |
| PRSUs (annual performance tranches) | 2021 grant | 2,020 (earned for 2024 tranche) | N/A | Annual individual goals | 2024 tranche determined met and vested |
Vesting realized (2024):
- Shares acquired on PRSU vesting: 10,735; value realized $1,108,237 .
- Shares acquired on RSU vesting: 966; value realized $101,807 .
Change-of-control treatment:
- 2024 PRSUs deemed earned and vest immediately prior to CoC at 2.0x if service continues to event; CEO exception noted separately; time-based RSUs fully accelerate if awards not assumed/replaced .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (direct/indirect) | 14,194 shares (<1% of outstanding) |
| Shares outstanding (Record Date) | 24,610,150 |
| Options outstanding | None shown for Woolson |
| Unvested time-based RSUs (12/31/24) | 966 (2022 grant) and 6,459 (2024 grant) |
| Unearned PRSUs (12/31/24) | 2,923; 2,924 (2023 grant tranches) and 3,230 (2024 grant assumed at threshold) |
| Stock ownership guidelines | 1x base salary for executive officers; five-year compliance window |
| Compliance status (execs at five-year mark) | Company states all execs meeting the five-year mark are in compliance |
| Hedging/pledging | Prohibited for officers and directors |
| Clawback | Recovery of cash and equity incentive comp upon financial restatement (three prior fiscal years) |
Employment Terms
| Scenario | Salary Multiple / Cash | Bonus Multiple / Cash | Benefits | Equity Acceleration | Notes |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (non-CoC) | 12 months’ salary | Pro-rated MIP based on performance | Company-paid COBRA up to 12 months | Time-based equity not accelerated by plan; PRSUs follow award terms | Release and non-solicit required |
| CoC + Termination (double trigger; within 60 days before to 1 year after) | 18 months’ salary | 150% of target bonus + pro-rated MIP | Company-paid COBRA up to 18 months | Time-based RSUs fully accelerate; PRSUs deemed earned at 2.0x if not assumed/replaced | Section 4999 cutback if beneficial |
Illustrative potential payouts (as of 12/31/2024):
- CoC termination: Accelerated equity intrinsic value $3,610,185; salary $562,500; bonus $663,750; benefits $38,673; total $4,875,108 .
- Non-CoC termination: Salary $375,000; bonus $326,250; benefits $25,782; total $727,032 .
Performance & Track Record
| Metric | 2023 | 2024 | Change |
|---|---|---|---|
| Revenue ($MM) | $2,259.1 | $2,382.0 | +5.4% |
| Adjusted EBITDA ($MM) | $376.1 | $370.5 | -1.5% |
| Operating Cash Flow ($MM) | $166.2 | $204.0 | +22.7% |
| Free Cash Flow ($MM) | $83.8 | $125.4 | +49.6% |
| Closing Stock Price (FY-end) | $99.74 | $155.17 | +55.6% |
- 2024 MIP metrics achieved at stretch for EBITDA/FCF; Woolson’s payout 145% reflected contributions to Smiths Medical integration and a November 2024 joint venture initiative .
- Company TSR context provided in pay-versus-performance disclosure; see 2020–2024 TSR values for benchmarking .
Compensation Structure Analysis
- High variable pay mix: equity + performance bonuses; time-based RSUs used for retention alongside performance PRSUs; executives’ base salaries below peer medians .
- Shift toward RSUs/PRSUs, minimal options outstanding for NEOs (none shown for Woolson), indicating lower risk and stronger retention emphasis .
- No tax gross-ups on severance/perquisites; clawback policy effective Oct 2, 2023 .
- Say-on-pay approval ~96% in 2024; indicates broad shareholder support .
- Compensation peer group includes Teleflex, STERIS, Hologic, Masimo, etc.; peer adjustments managed with Compensia; target pay competitive with focus on performance-based equity .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates misalignment risk .
- Severance plan uses double-trigger for CoC and includes Section 4999 cutback; reduces excessive parachute risk .
- No related party transactions >$120k in 2024; limited perquisites .
- Equity acceleration at 2.0x for certain PRSUs upon CoC if not assumed; watch dilution/overhang though overall equity pool disclosed (1,005,100 shares available at 12/31/24) .
Equity Ownership & Vesting Pressure Indicators
| Component | 2024 Activity |
|---|---|
| PRSU vesting (shares, $) | 10,735 shares; $1,108,237 value realized |
| RSU vesting (shares, $) | 966 shares; $101,807 value realized |
| Unvested/Unearned equity at YE24 | RSUs: 7,425 units; PRSUs: 9,077 units (assorted grants/tranches) |
Note: Vesting creates potential delivery of shares; company prohibits hedging/pledging; actual selling not disclosed here .
Employment & Contracts (additional terms)
- Non-solicitation covenant required to receive severance .
- Equity plan uses assumption/replacement standard for CoC; single-trigger acceleration generally avoided .
Investment Implications
- Alignment: Strong with performance-based PRSUs tied to multi-year Adjusted EBITDA; cash MIP aligned to EBITDA/FCF; ownership guidelines and clawback strengthen alignment .
- Retention risk: Moderate—meaningful unvested RSUs/PRSUs and deferred MIP payout structure (125% paid in March; remainder in 4Q subject to service) enhance retention .
- CoC economics: Double-trigger severance (18 months’ salary + 150% bonus) and 2.0x PRSU CoC vesting could create event-driven supply; illustrated CoC package ~$4.9M for Woolson .
- Trading signals: Watch PRSU performance determination for 2023/2024 grants by early 2026; successful Adjusted EBITDA attainment (and FCF discipline) historically tied to higher MIP funding and equity vesting, potentially signaling sustained operational execution .
- Governance quality: High—no tax gross-ups, anti-hedge/pledge, strong say-on-pay, independent Compensation Committee with external consultant Compensia .