David Greenberg
Lead Independent Director at ICUI
Board
About David C. Greenberg
David C. Greenberg, 58, has served on ICU Medical’s Board since 2015; he is the Lead Independent Director, Chairs the Compensation Committee, and serves on the Audit Committee . He is CEO and a director of HomeThrive, Inc. (joined October 2018) and previously was EVP, Strategy at Medline Industries (2008–2018); earlier he spent 13 years at Aon in leadership roles including CFO of Aon Global, bringing deep strategy, M&A, distribution, and financial oversight expertise to ICU Medical’s board . As Lead Independent Director (appointed in 2024), he sets agendas with the Chair/CEO, presides over executive sessions, and acts as liaison between independent directors and management, strengthening oversight under ICU’s combined Chair/CEO structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HomeThrive, Inc. | Chief Executive Officer; Director | Oct 2018–present | Scaling care-management services; operating and governance leadership (external to ICU) . |
| Medline Industries, Inc. | EVP, Strategy; Executive Board member; Group President (distribution and divisions) | 2008–2018 | Led Strategy, Business Development, and M&A; oversaw distribution/manufacturing units . |
| Aon Corporation | Various leadership roles incl. CFO, Aon Global | ~13 years (dates not specified) | Financial leadership; risk and controls experience relevant to Audit Committee work . |
| Amendia, Inc. (spinal implants) | Director (prior) | Not disclosed | Exposure to medical device operating dynamics . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| HomeThrive, Inc. | CEO; Director | 2018 | Private company in care management; current operating role . |
| Canadian Hospital Specialties | Director | 2021 | Private medical device manufacturer/specialty distributor . |
| Finnitiv Health (formerly Access & Integrated Practice Holdings) | Director | 2023 | Private medical services platform . |
| Amendia, Inc. | Former Director | — | Prior board role (spinal implants) . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Greenberg is independent under Nasdaq rules; also an “audit committee financial expert” . |
| Lead Independent Director | Appointed in 2024; responsibilities include presiding over sessions without the Chair/CEO, approving agendas, scheduling, and serving as liaison between independent directors and management . |
| Committees | Compensation Committee Chair; Audit Committee member . |
| Attendance | In 2024, the Board met 6x; Compensation 5x; Audit 5x; all directors attended >75% of meetings of the Board and committees on which they served . |
| Board size/diversity | 7 directors; majority independent; over half women or racially/ethnically diverse; matrix on website . |
Fixed Compensation (Director)
| Component | Policy / Amount | As-Of |
|---|---|---|
| Board annual cash retainer (member) | $75,000 | 2024 . |
| Lead Independent Director annual retainer | $98,500 | 2024 . |
| Audit Committee Chair annual retainer | $102,000 | 2024 . |
| Compensation Committee Chair annual retainer | $92,500 | 2024 . |
| Nominating/Governance Chair annual retainer | $85,000 | 2024 . |
| Greenberg 2024 cash fees (actual) | $116,000 | 2024 . |
Notes:
- Non‑employee directors receive quarterly cash retainers; no per‑meeting fees disclosed .
- Greenberg’s cash total reflects base plus chair/member roles (Lead Independent Director, Compensation Chair, Audit member) .
Performance Compensation (Director)
| Equity Element | Grant detail | Vesting | Value |
|---|---|---|---|
| Annual RSU grant (all non‑employee directors) | 1,723 RSUs granted May 15, 2024 | Vests on earlier of first anniversary or next annual meeting, subject to service | $180,019 grant date fair value ($104.48/share) . |
- Director equity is time‑based; there are no performance metrics tied to director compensation .
- For oversight context (as Comp Committee Chair), 2024 management annual bonus (MIP) used Adjusted EBITDA and Free Cash Flow (50%/50%); actuals achieved top tier, funding 150% of target .
| 2024 MIP Metric (Executives) | Threshold | Target | Stretch | Actual | Weight | Outcome |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 330 | 350 | 370 | 370.5 | 50% | Stretch met . |
| Free Cash Flow ($mm) | 40 | 80 | 120 | 125.4 | 50% | Stretch met . |
| Plan Funding (% of target) | — | — | — | 150% | — | Approved at 150% . |
Other Directorships & Interlocks
- Current public company directorships: none disclosed for Greenberg; current outside boards are private companies (HomeThrive; Canadian Hospital Specialties; Finnitiv Health) .
- Compensation Committee interlocks: none in 2024 (no ICU executive served on a board whose executive sat on ICU’s Comp Committee) .
- Related person transactions: none in 2024 above $120,000; Audit Committee reviews/approves any related‑party transactions per policy .
Expertise & Qualifications
- Financial expertise: Identified as “audit committee financial expert”; past CFO (Aon Global) underpins audit/controls oversight .
- Sector depth: 10+ years at Medline (EVP Strategy; executive board; distribution and manufacturing leadership) gives direct insight into ICU’s supply chain, distribution, and M&A in medical products .
- Governance: Lead Independent Director responsibilities reinforce board independence under combined Chair/CEO structure .
- Strategy/M&A: Led strategy/BD/M&A at Medline; active operating CEO (HomeThrive) .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable within 60 days | Total Beneficial | % Outstanding | As-Of |
|---|---|---|---|---|---|
| David C. Greenberg | 5,537 | 14,273 | 19,810 | <1% | Mar 20, 2025 . |
Footnotes and additional details:
- Includes 500 shares held by “David C. Greenberg, TTEE David C. Greenberg, Declaration of Trust” .
- Outstanding awards (current nominees group data as of Mar 8, 2025): Greenberg held 13,522 options and 6,760 RSUs; directors as a group held 42,228 options and 29,383 RSUs .
- As of Dec 31, 2024, proxy also notes Greenberg held options to purchase 12,550 shares (point‑in‑time count differs due to date) .
- Hedging and pledging are prohibited for directors; stock ownership guideline is 3x annual base retainer within five years of joining the Board .
Governance Assessment
-
Strengths for investor confidence
- Independent leadership: Lead Independent Director role with clear authority (agenda approval; executive sessions; liaison), enhancing oversight of combined Chair/CEO structure .
- Relevant domain and finance expertise: Medical products strategy/distribution background and audit financial expert designation support Audit and Compensation Committee effectiveness .
- Active oversight signals: High say‑on‑pay support in 2024 (96%) under Comp Committee he chairs, indicating alignment with shareholder expectations; robust clawback, anti‑hedging/pledging policies in place .
- Attendance/engagement: >75% attendance across Board/committees in 2024; multiple committee roles indicate high engagement .
-
Potential risk considerations and conflicts
- External CEO role: Time demands from HomeThrive CEO position; however, no related‑party transactions with ICU in 2024 and independence affirmed by Board .
- Distribution sector ties: Prior Medline leadership could present perceived interlock risks in supply‑chain contexts, but no related‑party exposure disclosed for 2024 .
-
Director compensation and alignment
- Pay mix: Cash retainer plus time‑based RSUs; Greenberg’s 2024 cash $116,000 and RSUs $180,019; equity vests on service and integrates ownership alignment without performance leakage into director pay .
- Ownership: Beneficial ownership of 19,810 shares (<1%); additional unexercised options and RSUs reinforce alignment; director ownership guideline of 3x retainer applies .
-
RED FLAGS observed
- None disclosed: No related‑party transactions, no hedging/pledging, no attendance issues reported; Compensation Committee interlocks not present .