Kolleen Kennedy
Director at ICUI
Board
About Kolleen T. Kennedy
Kolleen T. Kennedy, 65, has served as an independent director of ICU Medical since December 2021. She retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems in 2021, after joining Varian in 1997 and holding multiple senior leadership roles; earlier she worked in oncology product sales/marketing at Siemens Medical Systems and Radiation Oncology Computer Systems. She holds BS degrees in Radiation Oncology and Psychology from Wayne State University and an MS in Medical Physics from the University of Colorado. She is currently a director at IPG Photonics (since 2023) and a trustee for the Wayne State University Foundation (since 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems | President, Proton Solutions & Chief Growth Officer; previously EVP of Varian Oncology Systems; joined as Marketing Manager for radiation therapy delivery systems | 1997–Dec 2021 | Led market‑leading radiation therapy business division; global leadership roles in oncology systems |
| Siemens Medical Systems | Oncology product sales and marketing | Not disclosed | Commercial roles in oncology systems |
| Radiation Oncology Computer Systems | Oncology product sales and marketing | Not disclosed | Commercial roles in oncology systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IPG Photonics (public) | Director | Since 2023 | Current public company directorship |
| Wayne State University Foundation | Board member/trustee | Since 2018 | Current nonprofit role |
| City Cancer Challenge Foundation | Director | 2018–2022 | Prior nonprofit board |
| Radiation Oncology Institute | Director | 2018–2021 | Prior nonprofit board |
Board Governance
- Independence/status: The Board determined Ms. Kennedy is “independent” under Nasdaq Listing Rules .
- Committee assignments: Member, Nominating/Corporate Governance Committee (Chair: Elisha Finney; other members: Donald Abbey, Laurie Hernandez, Kolleen Kennedy) .
- Committee chair roles: None (chairs are Finney—Nominating, Hoffmeister—Audit, Greenberg—Compensation) .
- Attendance: In 2024, the Board met 6x; Nominating 2x; Compensation 5x; Audit 5x. All directors attended >75% of the Board/committee meetings on which they served .
- Board leadership/independent oversight: CEO and Chair roles are combined; the Board maintains a Lead Independent Director (David C. Greenberg) with defined authorities, and independent directors regularly meet in executive session .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount/Terms | Evidence |
|---|---|---|
| Annual cash retainer (Board member) | $75,000 | |
| Committee chair retainers | Lead Director $98,500; Audit $102,000; Compensation $92,500; Nominating $85,000 (only for chairs; not applicable to Kennedy) | |
| 2024 cash fees earned (Kennedy) | $75,000 |
Performance Compensation (Equity)
| Grant/Instrument | Grant date | Shares/Units | Grant‑date fair value | Vesting/Terms |
|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | May 15, 2024 | 1,723 | $180,019 | Vest on earlier of 1‑year anniversary or next annual meeting, subject to service |
- Performance metrics: None disclosed for director equity; RSUs are time‑based and not conditioned on performance goals .
Director Compensation – 2024 (Actual)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $75,000 |
| Stock awards (RSUs) | $180,019 |
| Total | $255,019 |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee roles (if disclosed) |
|---|---|---|---|
| IPG Photonics | Public | Director | Not disclosed |
| Wayne State University Foundation | Nonprofit | Board member/trustee | Not disclosed |
| City Cancer Challenge Foundation | Nonprofit | Director (former) | Not disclosed |
| Radiation Oncology Institute | Nonprofit | Director (former) | Not disclosed |
- Related‑party and interlocks: The company disclosed no related‑party transactions >$120,000 during 2024; no family relationships among directors/executives .
Expertise & Qualifications
- Deep oncology and radiation therapy domain expertise from 24 years at Varian; senior P&L leadership as President, Proton Solutions & CGO .
- Technical credentials (BS Radiation Oncology; MS Medical Physics) relevant to medical device and oncology product oversight .
- Governance experience via public and nonprofit boards; currently on a tech/industrial public board (IPG Photonics) .
Equity Ownership
| As of | Shares owned directly | Shares acquirable within 60 days | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| March 20, 2025 | 1,562 | 3,373 | 4,935 | <1% (denoted “*”) |
Notes: “Shares acquirable” reflect instruments exercisable/vesting within 60 days; the company had 24,610,150 shares outstanding on the record date .
| Outstanding awards (status) | Options (#) | RSUs (#) |
|---|---|---|
| As of March 8, 2025 (director nominees) | 1,650 | 3,285 |
- Hedging/pledging: Directors are prohibited from hedging or pledging company securities under the insider trading policy .
- Director stock ownership guideline: 3x annual base retainer within five years of joining the Board (counting shares/vested RSUs); individual compliance status not disclosed .
Governance Assessment
- Strengths
- Independent director on the Nominating/Corporate Governance Committee; Board confirmed independence .
- Strong domain and technical expertise in oncology/medical physics; broad operating leadership experience at Varian supports product/quality/regulatory oversight .
- Clean conflicts profile: no related‑party transactions; no family relationships; hedging/pledging prohibited .
- Engagement/attendance: Board and committees met regularly in 2024; all directors >75% attendance; independent leadership via Lead Independent Director .
- Shareholder alignment mechanisms: annual equity in RSUs; director ownership guidelines at 3x retainer .
- Watch items
- Board retains supermajority voting thresholds for certain charter/bylaw changes; Board recommended against a 2025 shareholder proposal to adopt simple majority voting (investor relations governance lens) .
- Equity plan share reserve increase proposed in 2025 (potential dilution); not director‑specific but relevant to overall governance context .
- Combined CEO/Chair model mitigated by Lead Independent Director; effectiveness depends on ongoing robust independent oversight .
Policy & Shareholder Signals
- Say‑on‑pay: 96% approval at 2024 Annual Meeting, indicating strong investor support for compensation programs (context for overall governance sentiment) .
- Clawback: Company maintains a Dodd‑Frank‑aligned clawback for Section 16 officers; complements risk controls around incentives .
References