Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Retirement of Director
On December 31, 2021, Robert S. Swinney notified ICU Medical, Inc. (the
"Company") of his resignation, effective December 31, 2021 from the Company's
Board of Directors (the "Board") in accordance with the Board's retirement
policy after 24 years of service. Mr. Swinney's decision to retire was not
because of any disagreement with the Company's operations policies or practices.
New Director
On December 31, 2021, the Board elected Ms. Kolleen Kennedy as a new director of
the Company, effective December 31, 2021. The Board determined that Ms. Kennedy
qualifies as an independent director within the meaning of the listing
requirements of NASDAQ. Ms. Kennedy 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.
Kolleen Kennedy served as President, Proton Solutions & Growth Office at Varian
Medical Systems ("Varian") from 2018 until December 31, 2021 when she retired.
Ms. Kennedy joined Varian in 1997 as Marketing Manager for radiation therapy
delivery systems, and assumed other strategic roles including President of
Varian Oncology Systems. Prior to joining Varian, Ms. Kennedy was with Siemens
Medical and Radiation Oncology Computer Systems in radiation oncology product
sales and marketing. Ms. Kennedy currently serves on the board of Wayne State
University Foundation since 2018, on the board of the City Cancer Challenge
Foundation since 2018, and served on the board of the Radiation Oncology
Institute from 2018 to 2021.
As a non-employee director, Ms. Kennedy 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. Kennedy 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. Kennedy 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. Kennedy was selected as a director.
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