Vivek Jain
About Vivek Jain
Vivek Jain, 53, has served as Chairman and CEO of ICU Medical since February 2014, following senior operating roles at CareFusion (President of Procedural Solutions; previously President, Medical Technologies and Services), strategy roles at Cardinal Health and Philips Medical Systems, and 12 years at J.P. Morgan culminating as Co‑Head of Global Healthcare Investment Banking . In 2024, ICU posted revenue of $2,382.0M (+5.4% YoY), Adjusted EBITDA of $370.5M (−1.5% YoY), free cash flow of $125.4M (+49.6% YoY), and year‑end stock price of $155.17 (+55.6% YoY), while reporting a GAAP net loss of $118.0M . Pay-versus-performance disclosure shows 2024 compensation actually paid to the CEO of $23.1M, company TSR value of $82.93 (base=100 at 12/31/2019), peer TSR $96.08, GAAP net loss of $117.7M, and Adjusted EBITDA $370.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICU Medical | Chairman & CEO | 2014–present | Led integration of Smiths Medical; oversaw 2024 focus on Adj. EBITDA/FCF performance and JV initiatives; stock rose 55.6% in 2024 . |
| CareFusion | President, Procedural Solutions | 2011–Feb 2014 | Senior operating leadership in medtech platforms . |
| CareFusion | President, Medical Technologies & Services | 2009–2011 | Business leadership across medical technologies/services . |
| Cardinal Health | EVP, Strategy & Corp. Development | 2007–2009 | Corporate strategy and M&A leadership . |
| Philips Medical Systems | SVP, Business Dev. & M&A | 2006–2007 | Global BD/M&A for medical systems . |
| J.P. Morgan Securities | Co‑Head, Global Healthcare IB (prior roles 1994–2006) | 2002–2006 (at JPM since 1994) | Led healthcare investment banking; extensive transaction experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Envista Holdings Corporation | Director | Since 2020 | Current public company board service . |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $775,000 | 2024 base salaries maintained at 2023 levels . |
| Target Annual Bonus | 100% of base salary (target) | CEO threshold 50% of target; max 150% of target under MIP . |
| Actual 2024 Bonus Paid | $1,162,500 (150% of target) | Company funded MIP at 150% based on metrics; CEO payout at 150% . |
| Perquisites | Limited (401k match, annual physicals) | Limited perqs; no tax gross‑ups . |
| Pension/SERP | None | No defined benefit plan; 401(k) with match . |
Performance Compensation
Annual Incentive (MIP) – 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout Logic |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (M) | 50% | $330 | $350 | $370 | $370.5 | Funding matrix; overall pool funded at 150% of target . |
| Free Cash Flow (M) | 50% | $40 | $80 | $120 | $125.4 | See above . |
| CEO Payout | — | — | 100% target | 150% cap | 150% of target | $1,162,500 paid; portion structure included 125% in March 2025, balance in 4Q25 subject to service for broader participants; CEO payout determined at 150% . |
Long-Term Incentives (Equity)
| Grant | Date | Instrument | Target Units/Value | Performance/Time Condition | Vesting/Cap |
|---|---|---|---|---|---|
| 2024 CEO LTI | 3/8/2024 | PRSUs | 43,054 target units; $4,500,004 | 2‑year cumulative Adjusted EBITDA (0–250% payout); aligns to sustained Adj. EBITDA performance . | Cliff vest on 3/8/2026; max 250% . |
| Prior Outstanding Awards | Various | RSUs/PRSUs/Options | See “Outstanding Equity Awards” | Mix includes time-based RSUs from 2022/2023 and PRSUs from 2023 with separate performance conditions; one small option lot remained at 12/31/24 . | As specified per award footnotes . |
Performance/vesting details and footnotes:
- 2024 PRSUs: 2‑year cumulative Adjusted EBITDA; vest in full on 3/8/2026; 0–250% payout .
- 2023 PRSUs (for NEOs): three-year performance profile (revenue growth and Adjusted EBITDA CAGR) or annual individual goals depending grant; vesting dates and conditions detailed in footnotes .
- No dividend equivalents on PRSUs/RSUs .
Realization and Activity Signals (2024)
| Activity | Shares/Value |
|---|---|
| Options exercised by CEO | 206,366 shares; $11,287,204 realized value . |
| CEO stock vested (PRSUs) | 27,637 shares; $2,905,416 value . |
| CEO stock vested (RSUs) | 10,614 shares; $1,080,806 value . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (CEO) | 196,918 shares (<1%); includes 88,698 held by Vivek Jain Descendant’s Trust . |
| Shares Outstanding (Record Date) | 24,610,150 shares (3/20/2025) . |
| Outstanding CEO Equity at 12/31/2024 | RSUs unvested: 3,218 ($499,337); 9,744 ($1,511,977). PRSUs unearned: 3,654 ($566,991, 2023 award at threshold) and 21,527 ($3,340,345, 2024 award at threshold). Options exercisable: 1,373 @ $88.76 expiring 2/11/2025 . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Stock Ownership Guidelines | CEO must hold ≥5x base salary within 5 years; company states executives who met the 5‑year mark are in compliance . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated Executive Employment Agreement effective March 1, 2022; term through March 1, 2025 with automatic one‑year renewals unless notice ≥60 days prior . |
| Compensation (per Agreement) | Base salary $775,000; target bonus ≥100% of salary; eligible for annual equity awards; legal fee reimbursement up to $10,000 for agreement negotiation; standard benefits . |
| Severance (Non‑CIC) | 1.5x (base salary + target bonus) lump sum; up to 18 months healthcare; pro‑rated annual bonus; vested option exercise window extended to 3 years (not beyond original expiry) . |
| Severance (CIC Window: 60 days pre‑ to 2 years post‑CIC) | 2.0x (base salary + target bonus) lump sum; up to 18 months healthcare; pro‑rated annual bonus; vested options exercise extension as above . |
| Equity on CIC | Double‑trigger plan design generally; if awards not assumed/replaced, they vest at close. 2024 PRSUs for NEOs (including CEO) deemed earned at 2.0x immediately prior to CIC; CEO’s 2024 PRSUs accelerate at 1.0x upon “Involuntary Termination” per his agreement . |
| Clawback | Policy effective Oct 2, 2023 to recover erroneously paid incentive comp for Section 16 officers upon financial restatement (3‑year lookback) . |
| Non‑Compete/Non‑Solicit | Not detailed in proxy; not disclosed . |
| Tax Gross‑Ups | None; no tax reimbursements . |
Board Governance and Service
- Role: Chairman and CEO; not independent. Board uses a Lead Independent Director (David C. Greenberg) to mitigate dual‑role risks; all committees composed solely of independent directors .
- Committees: CEO is not listed on standing committees. Committee chairs: Audit (Hoffmeister), Compensation (Greenberg), Nominating/Governance (Finney) .
- Board attendance: Board met 6 times in 2024; all directors attended >75% of meetings of Board/committees served .
- Independence: 6 of 7 directors independent; lead independent director responsibilities include agenda approval, liaison function, and presiding over executive sessions .
Director Compensation Context (for governance quality)
- Non‑employee director retainers and RSU grants disclosed; CEO receives no director fees (all CEO pay in SCT) .
Compensation Structure Analysis
- Mix: Approximately 86% of NEOs’ target total direct comp is variable; CEO received only performance‑based RSUs (no time‑based RSUs), increasing at‑risk exposure tied to multi‑year Adjusted EBITDA .
- Annual metrics: 2024 MIP split 50/50 between Adjusted EBITDA and Free Cash Flow with clear threshold/target/stretch calibration; funded at 150% given actuals exceeded stretch on both .
- LTI metrics and horizon: 2‑year cumulative Adjusted EBITDA with cliff vest (2024 grants) can pay up to 250%—strong leverage but single metric concentration .
- Realization: CEO exercised 206,366 options in 2024 and had significant vesting events—potential near‑term selling pressure signals around liquidity windows .
- Pay vs performance: 2024 “compensation actually paid” to CEO rose with stock performance rebound (year‑end price +55.6%), while GAAP net loss widened; emphasizes non‑GAAP/stock‑linked alignment versus GAAP profitability .
- Say‑on‑pay: 96% approval in 2024 indicates strong shareholder support for program design .
Equity Plan, Dilution, and Overhang
- 2025 proposal to increase share reserve by 2,150,000 (to 8,515,510) under the 2011 Plan; remaining available as of 3/8/2025 was 471,252 (pre‑vote) .
- Overhang estimated at ~5.0% as of 3/8/2025; if amendment approved, potential overhang would increase to ~12.3%, then decline over time with usage .
- No option/SAR repricings without stockholder approval; minimum vesting 1 year (limited exceptions) .
Say‑on‑Pay, Peer Group, and Committee Independence
- Peer group includes CONMED, Cooper, DENTSPLY SIRONA, Envista, Haemonetics, Hologic, Integra, Integer, Masimo, Merit Medical, Patterson, Sotera, STERIS, Teleflex .
- Compensation consultant: Compensia; independence assessed, no conflicts disclosed .
- 2024 say‑on‑pay approval ~96% .
Related Party Transactions and Other Red Flags
- Company reported no related‑party transactions >$120,000 in 2024 .
- Hedging and pledging are prohibited (alignment positive) .
- Combined CEO/Chairman role presents governance concentration; mitigants include independent committees and a Lead Independent Director .
- Equity plan expansion raises dilution/overhang risk if aggressively utilized .
Performance & Track Record
| Metric | 2023 | 2024 | YoY |
|---|---|---|---|
| Revenue ($M) | $2,259.1 | $2,382.0 | +5.4% |
| Net Income ($M) | −$29.7 | −$118.0 | −297.3% |
| Adjusted EBITDA ($M) | $376.1 | $370.5 | −1.5% |
| Adjusted Diluted EPS | $6.75 | $6.21 | −8.0% |
| Operating Cash Flow ($M) | $166.2 | $204.0 | +22.7% |
| Free Cash Flow ($M) | $83.8 | $125.4 | +49.6% |
| Year‑end Stock Price | $99.74 | $155.17 | +55.6% |
Board Governance (Director‑specific)
| Attribute | Detail |
|---|---|
| Independence | 6/7 directors independent . |
| Committees | Audit (Chair Hoffmeister), Compensation (Chair Greenberg), Nominating (Chair Finney); only independent directors serve . |
| Lead Independent Director | David C. Greenberg; agenda approval, liaison role, presides over executive sessions . |
| Attendance | Board met 6x; all directors >75% attendance (Board + committees) . |
Investment Implications
- Alignment and retention: CEO pay is highly at‑risk with all‑PRSU LTI tied to multi‑year Adjusted EBITDA and a rigorous annual plan using Adj. EBITDA and FCF; ownership guidelines (5x salary) and anti‑hedging/pledging support alignment, while delayed MIP payouts for broader ranks enhance retention .
- Governance risk/mitigants: Dual CEO/Chair structure entails concentration risk; mitigated by independent committees and an empowered Lead Independent Director .
- Selling pressure: Significant 2024 option exercises and vesting events for the CEO indicate potential periodic liquidity; monitor Form 4 activity near scheduled vest/blackout windows .
- Dilution watch: Requested 2.15M share addition could raise overhang to ~12.3%; monitor grant cadence and actual burn rate (3‑yr avg burn ~1.02%) .
- Pay‑performance lens: 2024 saw strong stock appreciation and FCF growth but larger GAAP losses; design emphasizes non‑GAAP performance and stock outcomes—investors should track conversion of Adjusted EBITDA and FCF into sustainable GAAP profitability .