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 from continuing operations, including portion attributable to noncontrolling interest | Relative Total Share holder Return (rTSR) Percentile | |||||||||||||||||
| 2022 | $ | |
$ | (1) | $ | (2) | (3) | $ | $ | (4) | $ | (5) | |||||||||||||
| 2021 | |||||||||||||||||||||||||
| 2020 | (6) | ||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
| Year | SCT Total for PEO ($) | Less: Pension Value Reported in SCT ($) | Plus: Pension Benefits Service cost ($) | Plus: Pension Adjustments Prior Service Cost ($) | Less: Reported Grant Date Fair Value of Equity Awards in SCT ($) | Plus: Equity Award Adjustments Excluding Value Reported in SCT ($) | Compensation Actually Paid to PEO ($) |
| 2022 | ( |
( |
|||||
| 2021 | ( |
( |
8,043 | ||||
| 2020 | ( |
( |
8,816 |
| Year | Average SCT Total for Non-PEO NEOs ($) | Less: Average Pension Value Reported in SCT ($) | Plus: Average Pension Benefits Service cost ($) | Plus: Average Pension Adjustments Prior Service Cost ($) | Less: Average Reported Grant Date Fair Value of Equity Awards in SCT ($) | Plus: Average Equity Award Adjustments Excluding Value Reported in SCT ($) | Average Compensation Actually Paid to Non-PEO NEO ($) |
| 2022 | ( |
( |
|||||
| 2021 | ( |
( |
|||||
| 2020 | ( |
( |
The amounts in the Equity Award Adjustments Excluding Value Reported in SCT in the tables above are derived from the amounts set forth in the following tables. The amounts shown below for non-PEO NEOs for each year represents an average of all Non-PEO NEOs.
| Year End Fair Value of Equity Awards Granted In Covered Year Outstanding And Unvested ($) | Change In Fair Value of Outstanding And Unvested Equity Awards Granted In Prior Years ($) | Vesting Date Fair Value of Equity Awards Granted And Vested In Covered Year ($) | Change In Fair Value as of Vesting Date of Prior Year Equity Awards Vested In Covered Year ($) | Fair Value as of Prior Year End of Equity Awards Granted In Prior Years That Failed To Meet Vesting Conditions During Covered Year ($) | Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected In Total Compensation For The Covered Year ($) | Total Equity Award Adjustments Excluding Value Reported in SCT ($) | |
| PEO 2022 | ( |
||||||
| PEO 2021 | ( |
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| PEO 2020 | ( |
| Year End Fair Value of Equity Awards Granted In Covered Year Outstanding And Unvested ($) | Change In Fair Value of Outstanding And Unvested Equity Awards Granted In Prior Years ($) | Vesting Date Fair Value of Equity Awards Granted And Vested In Covered Year ($) | Change In Fair Value as of Vesting Date of Prior Year Equity Awards Vested In Covered Year ($) | Fair Value as of Prior Year End of Equity Awards Granted In Prior Years That Failed To Meet Vesting Conditions During Covered Year ($) | Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected In Total Compensation For The Covered Year ($) | Total Equity Award Adjustments Excluding Value Reported in SCT ($) | |
| Non-PEO NEOS 2022 | ( |
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| Non-PEO NEOS 2021 | ( |
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| Non-PEO NEOS 2020 | ( |
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 | ||
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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.