Virginia Sanzone
Corporate Vice President, General Counsel at ICUI
Executive
About Virginia Sanzone
Virginia Sanzone is Corporate Vice President, General Counsel and Secretary of ICU Medical, serving in this role since January 2018 (previously Vice President, General Counsel from August 2015 to January 2018) and age 50 as of April 3, 2025 . Her 2024 incentive pay was tied to Adjusted EBITDA and Free Cash Flow (FCF); the Compensation Committee funded the 2024 bonus pool at 150% of target based on actual Adjusted EBITDA of $370.5 million and FCF of $125.4 million, with Ms. Sanzone’s individual payout at 175% of target . Company pay-versus-performance disclosure shows a 2024 total shareholder return (TSR) value of $82.93 for a fixed $100 investment (peer group $96.08), net loss of $117.7 million, and Adjusted EBITDA of $370.5 million, framing the performance context in which 2024 pay was determined .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ICU Medical | Corporate Vice President, General Counsel & Secretary | Jan 2018–present | Legal leadership during Smiths Medical integration and IV Solutions JV efforts cited among NEO contributions informing 2024 bonus determinations . |
| ICU Medical | Vice President, General Counsel | Aug 2015–Jan 2018 | Company chief legal officer responsibilities . |
| CareFusion | Senior Vice President, Associate General Counsel – Business Segments & Americas (last role) | pre-2015–Aug 2015 | Senior legal leadership prior to joining ICU Medical . |
External Roles
- None disclosed in company filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 410,000 | 430,000 | 430,000 |
| Discretionary bonus ($) | 129,000 | 20,898 | 64,500 |
| Non‑equity incentive plan compensation ($) | — | 154,800 | 387,000 |
| All other compensation ($) | 13,725 | 16,500 | 17,250 |
| Total compensation ($) | 2,052,827 | 2,473,753 | 2,898,740 |
- 2024 target annual cash bonus opportunity: 60% of base salary, with payout range 50%–150% of target; potential target bonus was $258,000 and actual earned payout for 2024 was $451,500 (175% of target) .
Performance Compensation
2024 Annual Cash Bonus (MIP)
| Metric | Weight | Threshold | Target | Stretch | Actual | Pool funding | Individual payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 330 | 350 | 370 | 370.5 | 150% of target | 175% of target for Sanzone |
| Free Cash Flow ($mm) | 50% | 40 | 80 | 120 | 125.4 | 150% of target | 175% of target for Sanzone |
Notes:
- The Committee funded the MIP pool at 150% and, after individual performance review (including contributions to Smiths Medical integration and the IV Solutions joint venture), set Ms. Sanzone’s payout at 175% of target, with 125% paid in March 2025 and the remainder scheduled for 4Q25 subject to continued service .
Long‑Term Incentive (Equity) Design and 2024 Grants
| Award | Grant date | Metric(s) | Weighting | Perf. period | Payout range | Target shares/$ | Vesting |
|---|---|---|---|---|---|---|---|
| PRSUs (2024) | Mar 8, 2024 | Two‑year cumulative Adjusted EBITDA | 100% | 1/1/2024–12/31/2025 | 0%–250% | 9,567 shares / $1,000,000 | Cliff vest Mar 8, 2026 (if earned) |
| RSUs (2024) | Mar 8, 2024 | Time‑based | — | — | — | 9,568 shares / $1,000,000 | 1/3 annually over 3 years |
| PRSUs (2023) | May 17, 2023 | 3‑yr adjusted revenue CAGR (50%) & Adjusted EBITDA CAGR (50%) | 50%/50% | Through 12/31/2025 | up to 250% | Outstanding unearned units shown below | Earned units vest Mar 15, 2026 |
Additional vesting history:
- 2021 PRSUs for Ms. Sanzone vested one‑third upon the Compensation Committee’s determination that 2024 individual goals were met (2,273 earned/vested) .
2024 Equity Vesting/Sale Timing Signals
- Time‑based RSUs vest annually on grant anniversaries (Mar 8 for 2024 grants; May 17 for 2023 RSUs; Mar 7 for 2022 RSUs), which can create periodic tax‑withholding related share sales (net share settlement) even absent open‑market sales .
Equity Ownership & Alignment
Beneficial Ownership (as of March 20, 2025)
| Holder | Shares of Common Stock Owned | Shares acquirable | Total beneficially owned | % of outstanding |
|---|---|---|---|---|
| Virginia Sanzone | 7,086 | — | 7,086 | <1% |
- Executive stock ownership guidelines require 1x base salary for executive officers (5x for CEO); the company states all executives who’ve reached the five‑year mark are in compliance .
- Hedging and pledging of company stock are prohibited under the insider trading policy, reducing alignment risks from derivative or collateralized positions .
- Clawback policy (effective Oct 2, 2023) requires recovery of erroneously awarded incentive compensation for Section 16 officers after a restatement (applies to cash and equity) .
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Award type | Grant date | Unvested/Unearned units (#) | Market value ($) | Vesting notes |
|---|---|---|---|---|
| RSU (time‑based) | 03/07/2022 | 1,073 | 166,497 (at $155.17) | 1/3 annually |
| RSU (time‑based) | 05/17/2023 | 3,248 | 503,992 | 1/3 annually |
| RSU (time‑based) | 03/08/2024 | 9,568 | 1,484,667 | 1/3 annually |
| PRSU (perf‑based) | 05/17/2023 | 1,218 (unearned) | 188,997 | 3‑yr revenue & Adjusted EBITDA CAGRs; vest Mar 15, 2026 if earned |
| PRSU (perf‑based) | 03/08/2024 | 4,784 (unearned) | 742,256 | 2‑yr cumulative Adjusted EBITDA; vest Mar 8, 2026 if earned |
Aggregate plan benefits (as of Mar 8, 2025):
- Sanzone held 39,097 RSUs and 48,899 PRSUs outstanding across awards under the plan benefits table snapshot .
2024 Vested Values (liquidity signals):
- Shares acquired on vesting in 2024: RSU 2,697 ($272,365) and PRSU 8,709 ($915,864) .
Employment Terms
Severance and Change‑in‑Control Economics
| Scenario | Equity acceleration | Equity value | Cash salary | Cash bonus | Benefits | Total |
|---|---|---|---|---|---|---|
| Termination not in connection with a change in control (12/31/2024 hypothetical) | — | — | $430,000 | $451,500 | $31,746 | $913,246 |
| Change in control termination (12/31/2024 hypothetical) | 42,767 PRSUs/RSUs accelerate | $6,636,155 | $645,000 | $838,500 | $47,619 | $8,167,274 |
Key terms:
- NEOs (other than CEO) participate in the Executive Severance Plan; “cause” and “good reason” are defined for plan purposes (e.g., significant diminution of duties, material pay reduction, or material relocation for “good reason”) .
- Equity acceleration is “double trigger”: on a change in control, outstanding awards accelerate and vest in full only if not assumed or replaced with economically equivalent awards; 2024 PRSUs deem‑earned and vest at a 2.0 multiple upon a corporate transaction/change of control if the executive remains in service through the event (subject to terms) .
- Anti‑gross‑up: no excise tax gross‑ups; the company may reduce payments to avoid 280G excise tax if beneficial to the executive in CEO agreement context; the policy context notes 280G/4999 treatment considerations .
Compensation Structure and Peer Benchmarking
- 2024 equity for Ms. Sanzone: $1,000,000 RSUs (9,568 shares) and $1,000,000 PRSUs at target (9,567 shares), reinforcing a heavy at‑risk, performance‑weighted mix .
- Compensation peer group used in 2024 benchmarking: CONMED, The Cooper Companies, DENTSPLY SIRONA, Envista Holdings, Haemonetics, Hologic, Integer Holdings, Integra LifeSciences, Masimo, Merit Medical, Patterson Companies, Sotera Health, STERIS, Teleflex; Merit Medical was added and Nuvasive removed per Compensia’s review .
- 2024 say‑on‑pay support: ~96% approval, indicating broad shareholder alignment with the program .
Performance & Track Record Context
- Company pay‑versus‑performance (selected data): 2024 TSR value $82.93; peer TSR $96.08; net loss $(117.7) million; Adjusted EBITDA $370.5 million .
- Management cited NEO contributions to Smiths Medical integration and the IV Solutions joint venture as factors in above‑target bonus outcomes for 2024 . The 10‑Q further details ongoing integration expenses and transaction activities related to these initiatives .
Risk, Alignment, and Governance Guardrails
- Hedging and pledging prohibited; options repricing requires shareholder approval .
- Clawback policy (effective Oct 2, 2023) covers cash and equity incentive compensation for Section 16 officers following a restatement; the 10‑K includes the full policy .
- Executive ownership guidelines (1x salary for NEOs) and company‑stated compliance for those past five years strengthen alignment .
Investment Implications
- Strong pay‑for‑performance linkage: 2024 cash incentive based 50% on Adjusted EBITDA and 50% on FCF drove a 175% of target payout for Ms. Sanzone after pool funding at 150%, signaling compensation sensitivity to operating cash generation and profitability metrics .
- Retention and overhang: Significant unvested RSUs/PRSUs (e.g., 9,568 time‑based RSUs from 2024 and performance awards vesting in 2026) indicate material unrecognized equity value tied to future service and results, reducing near‑term departure risk but concentrating vesting and potential sell‑pressure around annual grant anniversaries and early‑2026 performance settlements .
- Alignment safeguards: Prohibitions on hedging/pledging, a robust clawback, and ownership guidelines mitigate misalignment and reputational risk, while change‑in‑control treatment (double‑trigger and special PRSU treatment) creates clear, quantifiable event risk for equity acceleration .
- Ownership “skin‑in‑the‑game”: Beneficial ownership of 7,086 shares is <1% of outstanding, but plan benefits show meaningful outstanding RSUs/PRSUs (39,097 RSUs; 48,899 PRSUs), indicating alignment primarily via unvested equity rather than large outright holdings .
All figures cited are from ICU Medical’s 2025 and 2024 DEF 14A, 2024/2025 10‑K and Q3 2025 10‑Q, as referenced above.