false PRE 14A Walter Hamscher Co Number One 9876543210 2021-04-01 2022-03-31 9876543210 2020-04-01 2021-03-31 9876543210 2019-04-01 2020-03-31 9876543210 2018-04-01 2019-03-31 9876543210 2017-04-01 2018-03-31 9876543210 pvp01:BockMember pvp01:AdjType1Member 2021-04-01 2022-03-31 9876543210 pvp01:BockMember pvp01:AdjType2Member 2021-04-01 2022-03-31 9876543210 pvp01:BockMember 2021-04-01 2022-03-31 9876543210 pvp01:MurphyMember pvp01:AdjType1Member 2021-04-01 2022-03-31 9876543210 pvp01:HoodMember pvp01:AdjType1Member 2021-04-01 2022-03-31 9876543210 pvp01:HoodMember pvp01:AdjType2Member 2021-04-01 2022-03-31 9876543210 pvp01:MurphyMember pvp01:AdjType2Member 2021-04-01 2022-03-31 9876543210 1 2021-04-01 2022-03-31 9876543210 2 2021-04-01 2022-03-31 9876543210 3 2021-04-01 2022-03-31 9876543210 4 2021-04-01 2022-03-31 9876543210 5 2021-04-01 2022-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure utr:Y

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PVP01 Specimen

Executive Compensation

Some text goes here. As described in the Compensation Discussion and Analysis beginning on page 99, our executive compensation programs aim to be competitive with our peers and aligned with our business strategy and corporate objectives. Our compensation philosophy emphasizes a pay for performance culture focused on the long-term interests of our shareholders. We believe that this alignment between executive compensation and shareholder interests will drive corporate performance over time. Additionally, the Company maintains strong governance and pay practices, including meaningful share ownership guidelines for directors and executive officers, clawback policies that apply to short-term cash awards and long-term equity awards, “double trigger” change in control benefits and performance of an annual compensation risk assessment by our Compensation Committee.

For purposes of the following Compensation Discussion and Analysis ("CD&A") and executive compensation disclosures, the individuals listed below are referred to collectively as our "Named Executive Officers." They are our President and Chief Executive Officer ("CEO"), our Executive Vice President, Chief Financial Officer as of the end of fiscal 2022 and our three other most highly compensated executive officers, based on fiscal 2022 compensation.

| Named Executive Officer | Title |
| Fred W. Bock | President and Chief Executive Officer |
| Audie K. Gale (1) | Executive Vice President, Chief Financial Officer |
| Florence A. Hood | Executive Vice President, General Counsel |
| Robin M. Murphy | Executive Vice President, Global Manufacturing and Supply Chain |
| Nathan L. Bowie | President, Global Hospital |

(1) Mr. Gale retired as Chief Financial Officer after the completion of fiscal 2022 and was succeeded by James N. Tell in April 2022.

Pay Versus Performance

(dollars in thousands, except as indicated)

|  |  |  |  |  |  |  |  |  |  |  |  |  |  | Value of Initial Fixed $100 Investment based on: |  |  |  |  |  | Company Selected Measure: |
Year |  |  | Summary Comp. Table Total for PEO |  |  | Comp. Actually Paid to PEO |  |  | Average Summary Comp. Table Total for non-PEO Named Executive Officers |  |  | Average Comp. Actually Paid to non-PEO Named Executive Officers |  |  | Total Share holder Return |  |  | Peer Group Total Share holder Return |  |  | Net Income |  |  | Relative Total Share holder Return (rTSR) Percentile |
2022 |  | $ | 8,702 |  | $ | 8,102 | (1) | $ | 2,872 | (2) |  | 1,372 | (3) | $ | 44.50 |  | $ | 159.59 | (4) | $ | 43,375 |  |  | 12 | (5)
2021 |  |  | 8,625 |  |  | 8,625 |  |  | 1,987 |  |  | 1,987 |  |  | 77.07 |  |  | 135.39 |  |  | 79,469 |  |  | 5 |
2020 |  |  | 9,398 |  |  | 9,398 |  |  | 2,239 |  |  | 2,239 |  |  | 145.79 |  |  | 117.45 |  |  | 76,526 |  |  | 72 |
2019 |  |  | 11,283 |  |  | 11,283 |  |  | 2,297 |  |  | 2,297 |  |  | 208.28 |  |  | 104.79 |  |  | 84,175 |  |  | 53 |
2018 |  |  | 18,121 |  |  | 18,121 |  |  | 4,466 |  |  | 4,466 |  |  | 186.30 |  |  | 101.00 |  |  | 140,267 |  |  | 92 |

(1) | As adjusted per $ 3.1 m addition and $ 2.5 m deduction because of various and sundry reasons including a 7 % solution and 98 th percentile with an estimated count of 909 , computed as the double log mean ratio of net income to third moment of value at risk.
(2) | For fiscal years 2018 through 2022, Fred W. Bock is included as the PEO, and Audie K. Gale, Florence A. Hood, Robin M. Murphy, and Nathan L. Bowie are included as other NEOs.
(3) | Includes the effect of deductions of $ 1 m for Messrs. Gale and Murphy, respectively, and $ 860,000 for Ms. Hood for miscellaneous reasons and additions of $ 250,000 for Ms. Hood and Mr. Bowie, and $ 300,000 for Mr. Murphy also for various reasons.
(4) | Peer group companies currently include VAF, Inc., KKW Medical, Inc., EQE Laboratories, Inc., APP Corp., EKQ Corporation, OUM Medical Corp., HIB, Inc., TZC Medical, Inc., WYP Medical, Inc., HFK Corporation, QIZ LifeSciences, LMK Corporation, OLY, Inc., TKV, Inc., WPS Inc., NWQ PLC, and CDG Pharmaceutical Services, Inc., and ZYZ AG.
(5) | Relative total shareholder return ( rTSR ) is defined as the percentile of the company’s three-year cumulative TSR within the peer group.

This is a clear description (graphically, narratively, or both graphically and narratively)

of the relationships between PEO and non-PEO compensation actually paid vs Total Shareholder Return.

This is a clear description (graphically, narratively, or both graphically and narratively) of the relationships

between PEO and Non-PEO compensation actually paid vs Net Income.

This is a clear description (graphically,

narratively, or both graphically and narratively) of the relationships between PEO and non-PEO compensation actually paid vs Relative Total Shareholder Return (rTSR).

This is a clear description (graphically, narratively, or both graphically and narratively) of the relationships between Company Total Shareholder Return vs Peer Group Total Shareholder Return.

| Five Most Important Company Performance Measures for Determining NEO Compensation |
| Relative Total Shareholder Return (rTSR) |
| Adjusted Revenue |
| Adjusted EPS |
| Hospital Business Unit Revenue |
| Adjusted Operating Income |

Additional paragraphs of rule 402(v) disclosures relating to executive pay as compared to performance.

Additional paragraphs of rule 402(v) disclosures relating to executive pay as compared to performance.