EX-97.1 9 exhibit971clawbackpolicy.htm EX-97.1
Exhibit 97.1
ICU MEDICAL, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED
COMPENSATION
ICU Medical, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously
Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”).
Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
1. Persons Subject to Policy
This Policy shall apply to current and former Officers of the Company. Each Officer shall
be required to sign an Acknowledgment Agreement pursuant to which such Officer will agree to
be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any
such Acknowledgment Agreement shall not negate the application of this Policy to the Officer.
2. Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after the Effective
Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received”
shall be determined under the Applicable Rules, which generally provide that Incentive-Based
Compensation is “received” in the Company’s fiscal period during which the relevant Financial
Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment
of the Incentive-Based Compensation occurs after the end of that period.
3. Recovery of Compensation
In the event that the Company is required to prepare a Restatement, the Company shall
recover, reasonably promptly, the portion of any Incentive-Based Compensation that is
Erroneously Awarded Compensation, unless the Committee has determined that recovery would
be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless
of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the
requirement for the Restatement and regardless of whether or when restated financial statements
are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under
this Policy will not give rise to any person’s right to voluntarily terminate employment for “good
reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan,
program or policy of or agreement with the Company or any of its affiliates.
4. Manner of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine the manner of recovery of any
Erroneously Awarded Compensation, which may include, without limitation, reduction or
cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation,
Erroneously Awarded Compensation or time-vesting equity awards, reimbursement or repayment
by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent
permitted by law, an offset of the Erroneously Awarded Compensation against other compensation
payable by the Company or an affiliate of the Company to such person. Notwithstanding the
foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides
for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant
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to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of
Erroneously Awarded Compensation already recovered by the Company from the recipient of such
Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded
Compensation required to be recovered pursuant to this Policy from such person.
5. Administration
This Policy shall be administered, interpreted and construed by the Committee, which is
authorized to make all determinations necessary, appropriate or advisable for such purpose. The
Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer,
interpret and construe this Policy in accordance with applicable law, and in such event references
herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted
review by the applicable national securities exchange or association pursuant to the Applicable
Rules, all determinations and decisions made by the Committee pursuant to the provisions of this
Policy shall be final, conclusive and binding on all persons, including the Company and its
affiliates, equityholders and employees. The Committee may delegate administrative duties with
respect to this Policy to one or more directors or employees of the Company, as permitted under
applicable law, including any Applicable Rules.
6. Interpretation
This Policy will be interpreted and applied in a manner that is consistent with the
requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such
Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure
compliance therewith.
7. No Indemnification; No Liability
The Company shall not indemnify or insure any person against the loss of any Erroneously
Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay
or reimburse any person for any premiums for third-party insurance policies that such person may
elect to purchase to fund such person’s potential obligations under this Policy. None of the
Company, an affiliate of the Company or any member of the Committee or the Board shall have
any liability to any person as a result of actions taken under this Policy.
8. Application; Enforceability
Except as otherwise determined by the Committee or the Board, the adoption of this Policy
does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture
or similar policies or provisions of the Company or its affiliates, including any such policies or
provisions of such effect contained in any employment agreement, bonus plan, incentive plan,
equity-based plan or award agreement thereunder or similar plan, program or agreement of the
Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”).
The remedy specified in this Policy shall not be exclusive and shall be in addition to every other
right or remedy at law or in equity that may be available to the Company or an affiliate of the
Company.
9. Severability
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The provisions in this Policy are intended to be applied to the fullest extent of the law;
provided, however, to the extent that any provision of this Policy is found to be unenforceable or
invalid under any applicable law, such provision will be applied to the maximum extent permitted,
and shall automatically be deemed amended in a manner consistent with its objectives to the extent
necessary to conform to any limitations required under applicable law.
10. Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in
part at any time and from time to time in its sole discretion. This Policy will terminate
automatically when the Company does not have a class of securities listed on a national securities
exchange or association.
11. Definitions
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated
thereunder, the listing rules of the national securities exchange or association on which the
Company’s securities are listed, and any applicable rules, standards or other guidance adopted by
the Securities and Exchange Commission or any national securities exchange or association on
which the Company’s securities are listed.
“Committee” means the committee of the Board responsible for executive compensation
decisions comprised solely of independent directors (as determined under the Applicable Rules),
or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based
Compensation received by a current or former Officer that exceeds the amount of Incentive-Based
Compensation that would have been received by such current or former Officer based on a restated
Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable
Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in
accordance with the accounting principles used in preparing the Company’s financial statements,
and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International
Accounting Standards Board.
“Impracticable” means (a) the direct costs paid to third parties to assist in enforcing
recovery would exceed the Erroneously Awarded Compensation; provided that the Company has
(i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented
such attempt(s), and (iii) provided such documentation to the relevant listing exchange or
association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the
Company’s home country laws pursuant to an opinion of home country counsel; provided that the
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Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing
exchange or association, that recovery would result in such violation, and (ii) provided such
opinion to the relevant listing exchange or association, or (c) recovery would likely cause an
otherwise tax-qualified retirement plan, under which benefits are broadly available to employees
of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and
the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any
compensation that is granted, earned, or vested based wholly or in part upon the attainment of one
or more Financial Reporting Measures and received by a person: (a) after beginning service as an
Officer; (b) who served as an Officer at any time during the performance period for that
compensation; (c) while the Company has a class of securities listed on a national securities
exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined
in Rule 10D-1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material
noncompliance with any financial reporting requirement under securities laws, including
restatements that correct an error in previously issued financial statements (a) that is material to
the previously issued financial statements or (b) that would result in a material misstatement if the
error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years
immediately preceding the date that the Board, a committee of the Board, or the officer or officers
of the Company authorized to take such action if Board action is not required, concludes, or
reasonably should have concluded, that the Company is required to prepare such Restatement, or,
if earlier, the date on which a court, regulator or other legally authorized body directs the Company
to prepare such Restatement. The “Three-Year Period” also includes any transition period (that
results from a change in the Company’s fiscal year) within or immediately following the three
completed fiscal years identified in the preceding sentence. However, a transition period between
the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that
comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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