David Hoffmeister
Director at ICUI
Board
About David F. Hoffmeister
David F. Hoffmeister (age 70) has served as an independent director of ICU Medical since January 2018; he is Chair of the Audit Committee and a member of the Compensation Committee . He brings a deep finance and operating background as former SVP and CFO of Life Technologies (2004–2014), after a senior partner role at McKinsey & Co. and earlier finance roles at GTE and W.R. Grace . He holds a B.S. from the University of Minnesota and an M.B.A. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Life Technologies Corp. | Senior Vice President & Chief Financial Officer | 2004–2014 | Led finance for a global biotech company |
| McKinsey & Co. | Senior Partner (health care, PE, chemicals focus) | Prior to 2004 (not disclosed) | Strategic/finance advisory leadership |
| GTE Corp.; W.R. Grace & Co. | Finance positions | Not disclosed | Corporate finance roles |
External Roles
| Organization | Type | Role | Since |
|---|---|---|---|
| Celanese Corp. | Public | Director | 2005 |
| Glaukos Corp. | Public | Director | 2014 |
| StepStone Group, Inc. | Public | Director | 2020 |
| Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals | Non‑profit/Health system | Director | Nov 2014 |
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board determined Mr. Hoffmeister is independent under Nasdaq rules . |
| Committee assignments | Audit and Compliance Committee – Chair; Compensation Committee – Member . |
| Financial expertise | Designated “audit committee financial expert” under SEC/Nasdaq rules . |
| Attendance | All ICUI directors attended >75% of Board and committee meetings in 2024 (Board met 6x; Audit 5x; Comp 5x) . |
| Risk oversight relevance | Audit Committee oversees ICUI’s financial reporting, internal controls, and cybersecurity/IT risk program . |
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $102,000 (Audit Committee Chair) |
| Annual Board/Committee fee schedule (reference) | Board member retainer: $75,000; Lead Director: $98,500; Audit Chair: $102,000; Compensation Chair: $92,500; Nominating/Gov Chair: $85,000 |
Performance Compensation (Equity – 2024)
| Grant Date | Instrument | Units | Grant‑Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| May 15, 2024 | RSUs | 1,723 | $180,019 | Vests on the earlier of 1‑year anniversary or next annual meeting, subject to service |
Note: Director awards are service‑based RSUs; no performance metrics are disclosed for director equity .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Noted by ICUI |
|---|---|---|
| Celanese Corp.; Glaukos Corp.; StepStone Group, Inc.; Kaiser entities | Director | ICUI disclosed no related person transactions in 2024 and confirmed director independence (no interlocks identified) . |
Expertise & Qualifications
- Former public‑company CFO with extensive capital markets and audit oversight experience; prior McKinsey senior partner; finance roles at GTE and W.R. Grace .
- Designated audit committee financial expert .
- Education: B.S., University of Minnesota; M.B.A., University of Chicago .
Equity Ownership (Alignment)
| Metric | Value |
|---|---|
| Shares owned (direct/indirect) | 3,027 |
| Shares acquirable within 60 days (e.g., options/RSUs) | 8,142 |
| Total beneficially owned | 11,169 (<1% of shares outstanding) |
| Options outstanding (as of 12/31/2024) | 6,419 |
| RSUs outstanding (as of 12/31/2024) | 1,723 |
| Director stock ownership guideline | Non‑employee directors must reach ≥3x annual base retainer within 5 years |
| Hedging/pledging | Prohibited for directors; company policy bans hedging and pledging of ICUI equity |
Governance Assessment
- Positives:
- Independent director; Audit Chair; SEC/Nasdaq “financial expert” – strong signal for financial reporting, controls, and cyber risk oversight .
- Solid engagement (Board and key committees met regularly; all directors >75% attendance in 2024) .
- Director pay mix includes meaningful equity with annual RSUs (1,723 units; $180,019 FV), supporting alignment; anti‑hedging/pledging and 3x retainer ownership guideline further reinforce alignment .
- No related‑party transactions disclosed for 2024; no compensation committee interlocks reported .
- Watch items:
- Board service load includes three public company boards plus Kaiser entities; while common for experienced financial experts, investors often monitor “overboarding” risk for audit chairs (no ICUI‑specific policy breach disclosed) .
- Equity awards are service‑based (not performance‑based), consistent with director practices but provides less explicit performance linkage than PSU structures; however, director pay levels and vesting are standard market practice .
Policy/structure context:
- Clawback: Company maintains a clawback policy; awards under the equity plan are subject to any company clawback policy .
- Repricing: Equity plan prohibits option/SAR repricing without stockholder approval .
- Say‑on‑pay (executives): 96% support in 2024 indicates broad investor approval of ICUI’s pay program (broader governance signal) .