Laurie Hernandez
Director at ICUI
Board
About Laurie Hernandez
Laurie Hernandez, 67, is an independent director of ICU Medical (ICUI) since July 2021 and serves on the Nominating/Corporate Governance Committee. She is a retired healthcare executive with 25+ years of strategic healthcare experience, having held a range of strategic positions at Baxter Healthcare after joining in November 2007 and prior roles at Hospira Inc. .
Past Roles
| Organization | Role/Scope | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter Healthcare Corporation | Strategic positions (various) | Joined Nov 2007; 10 years with the company | Strategic leadership across roles (not further detailed) |
| Hospira Inc. | Prior employment before Baxter | Not disclosed (prior to Nov 2007) | Healthcare operations background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sinai Health System (Chicago) | Director (prior service) | Not disclosed | Non-profit board service |
| Lambs Farm (Libertyville, IL) | Director (prior service) | Not disclosed | Non-profit board service |
| Current public company boards | — | — | None disclosed |
Board Governance
- Independence: The Board determined Ms. Hernandez is independent under Nasdaq rules; all three standing committees are composed solely of independent directors .
- Committee assignments: Member, Nominating/Corporate Governance Committee; not a chair .
- Attendance: All directors attended >75% of Board and committee meetings in 2024; Board met 6x, Nominating 2x, Compensation 5x, Audit 5x .
- Lead Independent Director structure: Company maintains a Lead Independent Director role (David C. Greenberg in 2024) with defined responsibilities and regular executive sessions of independent directors .
- Say-on-Pay support: 96% approval in 2024, signaling strong shareholder support for compensation practices .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Cash ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 75,000 | — | 75,000 | Non-employee directors receive a Board member retainer of $75,000; committee chairs receive additional retainers; members not specified for additional fees |
| 2023 | 75,000 | — | 75,000 | Same Board member retainer [$75,000] |
- Compensation structure 2024: Annual cash retainer; committee chair retainers disclosed (Audit $102,000; Comp $92,500; Nominating $85,000); Board Lead Independent Director retainer disclosed; member-level committee fees not specified .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| May 15, 2024 | RSUs | 1,723 | 180,019 | Fully vests on earlier of 1-year anniversary or next annual meeting, subject to continued service | Grant value based on $104.48/share |
- As of Dec 31, 2024, Ms. Hernandez had 1,723 RSUs outstanding; she also held 2,325 stock options (legacy grants) .
- Director equity is time-based; no performance metrics are applied to director grants (performance-based awards are used for executives, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Interlocks/conflicts | Compensation Committee interlocks for 2024 disclosed as none among members (Hernandez is not on the committee); no related person transactions >$120,000 in 2024 |
Expertise & Qualifications
- 25+ years in healthcare with strategic roles at Baxter and prior roles at Hospira, bringing industry and operating perspective to ICUI’s board .
- Member of the Nominating/Corporate Governance Committee; board-level independence affirmed under Nasdaq .
Equity Ownership
| As of | Shares Owned | Shares Acquirable (60 days) | Total Beneficial Ownership | % Outstanding | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|---|---|
| Mar 20, 2025 | 1,885 | 4,048 | 5,933 | <1% | 3,508 RSUs (as of Mar 8, 2025, “current director nominee” table) | 2,325 |
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual base retainer within 5 years of joining the Board; Ms. Hernandez joined in July 2021, implying a compliance window through 2026; company does not disclose individual compliance status .
Governance Assessment
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Strengths:
- Independent director with relevant healthcare operating experience; independence reaffirmed under Nasdaq .
- Active committee role (Nominating/Corporate Governance Committee) and satisfactory attendance (>75%) in 2024 .
- Director equity is in RSUs with standard vesting aligning tenure with shareholder interests; anti-pledging/hedging policy strengthens alignment .
- No related-party transactions in 2024; no family relationships among directors/executives; compensation consultant independence affirmed (Compensia) .
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Watch items:
- Ownership alignment progresses within the five-year window; total beneficial ownership remains <1% and the company does not disclose individual compliance versus the 3x retainer guideline; monitoring through 2026 is prudent .
- Not assigned to Audit or Compensation Committees; while common, it limits direct involvement in financial oversight and pay decisions; however, those committees are fully independent and chaired by experienced directors .
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RED FLAGS: None observed based on disclosures—no pledging/hedging, no related-party transactions, independence affirmed, attendance thresholds met, and strong say‑on‑pay support in 2024 (96%) .