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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-27 · 43 added, 44 removed, 278 unchanged (24% of the section changed)

13 unchanged sentences

Based on this criteria, management of the Company has concluded that the Company has maintained effective internal control over its financial reporting as of December 31, 2024.

Our independent registered public accounting firm that audited the December 31, 2023 financial statements included in this Annual Report on Form 10-K has independently assessed the effectiveness of our internal control over financial reporting and its report is below.

Our independent registered public accounting firm that audited the December 31, 2024 financial statements included in this Annual Report on Form 10-K has independently assessed the effectiveness of our internal control over financial reporting and its report can be found in Part II, Item 8.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

OTHER INFORMATION

The following table shows any “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement, ” each as defined in Item 408(a) of Regulation S-K, adopted, modified, or terminated by our directors or "officers" (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2023.

Name/Title Action Type of Plan Adoption Date End Date Aggregate Number of Securities to be Sold Plan Description

Vivek Jain, Chief Executive Officer Terminated* Rule 10b5-1 trading plan March 15, 2023 February 9, 2024 206,366 Exercise and sale of options

_____________________

*Mr Jain's plan terminated as of November 3, 2023.

His plan termination was previously disclosed in our Quarterly Report on 2023 Form 10-Q for the quarter ended September 30, 2023.

Other than as disclosed above, no other officer (as defined in Rule 16a-1(f) under the Exchange Act) or director of the Company adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

(b) During the three months ended December 31, 2024, none of the Company's directors or "officers" (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" intended to satisfy the affirmative defense of Rule 10b5-1(c) or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Christian Voigtlander 56 Chief Operating Officer ("COO")

Daniel Woolson 47 Corporate Vice President, General Manager - Infusion Systems

Virginia Sanzone 49 Corporate Vice President, General Counsel

Daniel Woolson 48 President

Virginia Sanzone 50 Corporate Vice President, General Counsel ("CVP, GC")

Greenberg 58 Director

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Kennedy 65 Director

William Seeger 72 Director

Jain joined the Company in February 2014 as Chairman of the Board and Chief Executive Officer.

Vivek Jain joined the Company in February 2014 as Chairman of the Board and Chief Executive Officer.

Jain served as CareFusion Corporation's ("CareFusion") President of Procedural Solutions from 2011 to February 2014.

1 unchanged sentence

Jain served as the Executive Vice-President-Strategy and Corporate Development of Cardinal Health from 2007 until 2009.

Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V.,

an electronics company from 2006 to August 2007.

Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., an electronics company from 2006 to August 2007.

Jain served as an investment banker at J.P.

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Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006.

Voigtlander has served as our Chief Operating Officer since January 2018.

Christian Voigtlander has served as our Chief Operating Officer since January 2018.

From February 2017 to January 2018, Mr.

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Voigtlander held various roles at CareFusion and last served as Senior Vice President, Business Development and Strategy.

Bonnell has served as our Chief Financial Officer and Treasurer since March 3, 2020.

Brian Bonnell has served as our Chief Financial Officer and Treasurer since March 3, 2020.

From May 2018 until March 2020, Mr.

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Bonnell held various roles at CareFusion Corporation in Finance and last served as Senior Vice President, Tax and Treasurer.

Woolson has served as our Corporate Vice President, General Manager - Infusion Systems since January 2017.

Woolson served as President, Respiratory Solutions for Becton Dickinson from March 2015 to November 2016.

Daniel Woolson has served as our President since October 2024.

Prior to becoming President, Mr.

Woolson served as our Corporate Vice President, General Manager - Infusion Systems from January 2017 to October 2024.

Woolson served

as President, Respiratory Solutions for Becton Dickinson from March 2015 to November 2016.

Prior to March 2015, Mr.

Woolson held various roles at CareFusion and last served as Vice President/General Manager, Specialty Disposables.

Sanzone has served as our Corporate Vice President, General Counsel and Secretary since January 2018.

Virginia Sanzone has served as our Corporate Vice President, General Counsel and Secretary since January 2018.

Sanzone also serves as our Compliance Officer.

2 unchanged sentences

Sanzone held various roles at CareFusion and last served as Senior Vice President, Associate General Counsel - Business Segments & Americas.

has been a director since 1984.

He is the founder of the Company and served as Chairman of the Board, President and CEO from 1989 to October 2013, stepping down from these positions for health reasons.

The Board believes Mr.

Lopez should serve as a director due to his extensive experience with the Company and industry knowledge provides an invaluable insight to the Board on issues involving the Company and its goals.

Greenberg has been a director since 2015, serves as Lead Independent Director and Chair of the Compensation Committee and is a member of the Audit Committee.

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Prior to joining Varian, Ms.

Finney was with the Fox Group in Foster City, CA, and Beatrice Foods, a major food processing

company, in Chicago, IL.

Finney was with the Fox Group in Foster City, CA, and Beatrice Foods, a major food processing company, in Chicago, IL.

Finney has served on the boards of:

NanoString Technologies, a company that specializes in development of cancer diagnostics tools, since May 2017;

Mettler Toledo, a multinational manufacturer of scales and analytical instruments, since November 2017;

1 unchanged sentence

Finney previously served on the boards of directors of:

Nanostring Technologies from May 2017 to June 2024;

Laserscope from August 2005 until July 2006 when Laserscope was sold to American Medical Systems;

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Kennedy should serve as a director due to her relevant knowledge and history in the medical industry.

William Seeger has been a director since February 2022.

Mr Seeger, now retired, joined GKN plc, a global engineering group, in 2003 and was Group Finance Director until his retirement in 2014.

At GKN plc he also held the roles of CEO of the Propulsion Systems Division, and CFO of the Aerospace Division.

Earlier in his career Mr.

Seeger spent 30 years at

TRW, a U.S.-based automotive and aerospace group, where he held various senior finance positions.

Seeger currently serves on the board of Spectris plc since 2015, Smiths Group PLC since 2014 and served on the board of GKN plc from 2007 to 2014.

As mentioned above, in connection with the Company's issuance of stock consideration for the acquisition of Smiths, the Company and Smiths Group entered into a Shareholder's Agreement which gives Smiths Group the right to designate one individual for election to the Board so long as Smiths Group beneficially owns at least 5% of the total outstanding shares of the Company stock.

Seeger is Smiths Group’s designated director.

Corporate Governance

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Additional information as required by this Item 10 of Form 10-K will be set forth under the captions Executive Officers, Election of Directors , Audit Committee and Compliance with Section 16(a) Beneficial Ownership Reporting Compliance in our definitive Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all personnel of ICU Medical, Inc.

and its subsidiaries, including directors, officers and employees.

We also follow procedures for the repurchase of our securities.

We believe that our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

3 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 of Form 10-K will be set forth under the caption Transactions with Related Persons , Policies and Procedures Regarding Transactions with Related Persons and Director Independence in our definitive Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this Item 13 of Form 10-K will be set forth under the caption Transactions with Related Persons , Policies and Procedures Regarding Transactions with Related Persons and Corporate Governance-Director Independence in our definitive Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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EXHIBIT INDEX

Exhibit Number Exhibit Description

Exhibit Number Exhibit Description Filed/Furnished Herewith

Share Sale and Purchase Agreement, dated September 8, 2021, by and between Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales, and ICU Medical, Inc., a Delaware corporation.

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Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on September 8, 2021 (File No.

Purchase Agreement, dated November 12, 2024, by and between ICU Medical, Inc., a Delaware corporation, ICU Medical Sales, Inc., a Delaware corporation and Otsuka Pharmaceutical Factory America, Inc., a Delaware corporation.

Filed as an Exhibit to Registrant's Current Report on Form 10-Q filed on November 12, 2024 (File No.

Registrant's Certificate of Incorporation, as amended and restated.

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Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on January 7, 2022 (File No.

ICU Medical, Inc.

Insider Trading Policy *

Subsidiaries of Registrant.

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Policy Relating to Recovery of Erroneously Awarded Compensation.

Filed as an Exhibit to Registrant's Annual Report on Form 10-K for the Year ended December 31, 2023 filed on February 27, 2024 (File No.

Exhibit 101.INS The instance document does not appear in the interactive data file because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document.

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__________________________________________

*Executive compensation plan or other arrangement

* Filed herewith.

** Furnished herewith.

# Annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K.

2 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS

Additions (Reductions)

(Amounts in thousands)

7 unchanged sentences

Warranty and return reserve - accounts receivable (1)

Warranty and return reserve - inventory $ ( 1,613 ) $ 263 $ ( 533 ) $ — $ ( 1,883 )

$ 2,485 $ ( 364 ) $ 3,742 $ — $ 5,863

Warranty and return reserve - inventory/accrued (2)

$ ( 1,883 ) $ 5,266 $ 47,436 $ — $ 50,819

Deferred tax asset valuation allowance $ 2,934 $ — $ 8,232 $ — $ 11,166

2 unchanged sentences

Warranty and return reserve - accounts receivable $ 5,863 $ 1,627 $ 15 $ — $ 7,505

$ 2,485 $ ( 364 ) $ 3,742 $ — $ 5,863

Warranty and return reserve - inventory/accrued (3)

3 unchanged sentences

Allowance for doubtful accounts (4)

$ 11,064 $ 5,800 $ ( 5,394 ) $ — $ 11,470

Warranty and return reserve - accounts receivable $ 7,505 $ ( 1,441 ) $ 806 $ — $ 6,870

3 unchanged sentences

$ 8,452 $ 78,592 $ 3,906 $ — $ 90,950

______________________________________________

(1) Includes an acquired balance of $3.8 million related to the Smiths Medical acquisition.

2 unchanged sentences

16 Commitments and Contingencies in our accompanying consolidated financial statements).

(4) The charged to other accounts includes a $2.0 million reclassification to assets held for sale related to the IV Solutions business (See Note 4:

Assets held For Sale in our accompanying consolidated financial statements).

(5) Primarily includes payments for expenses related to our field corrective actions.

(6) Primarily relates to valuation allowance against certain U.S.

federal and state deferred tax assets (See Note 14:

Income Taxes in our accompanying consolidated financial statements).

FORM 10-K SUMMARY

11 unchanged sentences

Bonnell (Principal Financial Officer and Principal Accounting Officer)

/s/ George A.

Director February 27, 2024

Greenberg Director February 27, 2025

8 unchanged sentences

Kennedy Director February 27, 2025

/s/ William Seeger Director February 27, 2024

William Seeger

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures