Item 5.02 Election of Director; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On July 1, 2021, ICU Medical, Inc. (the "Company") increased the authorized
directors of the Company to eight individuals.
On July 1, 2021, the Board of Directors (the "Board") of the Company elected Ms.
Laurie Hernandez as the new director of the Company, effective July 1, 2021. The
Board determined that Ms. Hernandez will be an independent director within the
meaning of the listing requirements of NASDAQ. Ms. Hernandez will stand for
election by the Company's stockholders at the 2022 Annual Meeting of
Stockholders, which is expected to be held in May 2022.
Laurie Hernandez is a retired healthcare executive with over 25 years of
strategic healthcare experience. Ms. Hernandez joined Baxter Healthcare
Corporation ("Baxter") in November of 2007 and has assumed a wide variety of
strategic positions over her 10 years with that company. Prior to joining
Baxter, Ms. Hernandez was with Hospira Inc. in Lake Forest, Illinois. Ms.
Hernandez has served on the board of Sinai Health System in Chicago, Illinois
since March of 2015. Ms. Hernandez has served on the board of Lambs Farm in
Libertyville, Illinois since January 2004.
As an outside director, Ms. Hernandez will receive a prorated (a) annual equity
grant in the form of restricted stock units and non-qualified stock options of
the $170,000 aggregate annual equity award and (b) portion of the $70,000 annual
cash retainer.
The Company will enter into an indemnification agreement with Ms. Hernandez in
the form of the Company's standard form of indemnification agreement. Such form
of indemnification agreement was included as Exhibit 10.1 to the Company's Form
10-Q for September 30, 2010, which was filed with the Securities and Exchange
Commission on October 22, 2010.
Ms. Hernandez is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. There were no arrangements or
understandings pursuant to which Ms. Hernandez was selected as a director.
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