DEF 14A of Medline Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047092
Director Nominees at a Glance
Director Nominees at a Glance Independence: 9 of 12 directors
Director Nominees at a Glance
| | Charles N. Mills | 64 Non-Executive Former Chief Executive Officer, Medline Director Since: 1985 Other Current Public Company Boards: None | | | Joseph P. Baratta | 55 Global Head of Private Equity, Blackstone Director Since: 2021 Other Current Public Company Boards: 1 | | | Chair | Board Committees: | | Independent | Board Committees: | None |
Director Nominees at a Glance
| | Jacob D. Best | 41 Partner, Hellman & Friedman Director Since: 2021 Other Current Public Company Boards: None | | | Todd M. Bluedorn | 63 Former Chief Executive Officer, Lennox International Inc. Director Since: 2025 Other Current Public Company Boards: 2 | | | Independent | Board Committees: | | Independent | Board Committees: | |
Director Nominees at a Glance
| | James M. Boyle | 54 Chief Executive Officer, Medline Director Since: 2023 Other Current Public Company Boards: None | | | Richard A. Galanti | 70 Former Chief Financial Officer, Costco Wholesale Corporation Director Since: 2025 Other Current Public Company Boards: 1 | | | CEO | Board Committees: | None | Financial Expert Independent | Board Committees: | |
Board Committees
Board Committees
Board Committees
| | | | | | | Audit | Compensation | Nominating and Corporate Governance | Risk and Compliance | Committee Chair |
Board Committees
| MEDLINE | | 5 | | 2026 Proxy Statement |
Director Nominees at a Glance (continued)
Director Nominees at a Glance (continued)
Director Nominees at a Glance (continued)
| | Patrick J. Healy | 59 Chief Executive Officer, Hellman & Friedman Director Since: 2025 Other Current Public Company Boards: None | | | Andrew J. Mills | 65 Former President, Medline; Chief Executive Officer and General Partner, Council Ring Capital, LLC Director Since: 1985 Other Current Public Company Boards: None | | | Independent | Board Committees: | None | | Board Committees: | None |
Director Nominees at a Glance (continued)
| | Robert R. Schmidt | 43 Partner and Global Co-Head of Healthcare, Carlyle Director Since: 2021 Other Current Public Company Boards: None | | | Anushka M. Sunder | 39 Senior Managing Director and Head of Healthcare Private Equity North America, Blackstone Director Since: 2021 Other Current Public Company Boards: None | | | Independent | Board Committees: | | Independent | Board Committees: | |
Director Nominees at a Glance (continued)
| | Thomas W. Sweet | 66 Former Chief Financial Officer, Dell Technologies Director Since: 2024 Other Current Public Company Boards: 2 | | | | Stephen H. Wise | 53 Partner and Co-Head of Americas Corporate Private Equity, Carlyle Director Since: 2021 Other Current Public Company Boards: None | | | Financial Expert Independent | Board Committees: | | | Independent | Board Committees: | None |
Our 2026 Director Nominees
Our 2026 Director Nominees
Director Nominee Skills And Expertise
Director Nominee Skills And Expertise The following highlights the key knowledge, skills, and expertise that the Governance Committee and the Board consider most important to the Company’s business, long-term strategy, and risks. The matrix is intended to depict notable areas of experience and expertise for the Board.
Director Nominee Skills And Expertise
| MEDLINE | | 8 | | 2026 Proxy Statement |
Director Nominee Skills And Expertise
| SKILLS AND EXPERIENCE | | | | | Medical Product Manufacturing or Related Industry Experience in medical product manufacturing and distribution, and related healthcare services, including familiarity with the needs of hospital systems and other care settings. | 7 of 12 | | | PUBLIC COMPANY GOVERNANCE Experience on a public company board, including knowledge of corporate governance and oversight, and experience with communications between a board and management | 7 of 12 | | | Digital Transformation Experience in technology, artificial intelligence (“AI”), or cloud computing, including optimizing processes, fostering a culture of innovation, and aligning digital strategies with corporate goals to enhance business operations. | 3 of 12 | | | Risk Management Experience overseeing risk identification, analysis, and mitigation efforts, including those related to changes in laws and regulations. | 12 of 12 | | | Brand Building Experience understanding interactions, impressions, and connections that customers, the public, and investors have with a brand, including the overall perception and emotional connection people have with a brand, influenced by all touchpoints and communications. | 5 of 12 | | | Mergers and Acquisitions Experience evaluating, negotiating, or overseeing strategic acquisitions, divestitures, and other transactions and related integrations. | 11 of 12 | | | Supply Chain Experience in the process of getting products from raw materials to customers, including sourcing materials, producing goods, handling logistics, and making efficient deliveries. | 6 of 12 | | | International Experience operating in global business markets or familiarity with culture, practices, trends, and issues outside of the United States. | 9 of 12 | | | Sustainability and Human Capital Experience in sustainability, including reducing carbon footprints, managing waste, and conserving natural resources, or in human capital management and building relationships with diverse employees, suppliers, customers, and communities. | 6 of 12 |
Director Nominee Skills And Expertise
| MEDLINE | | 9 | | 2026 Proxy Statement |
Director Nominee Biographies
Director Nominee Biographies The following director nominee biographies summarize the key experience and expertise the director nominees bring to the Board.
Director Nominee Biographies
| | | Age: 64 Director Since: 1985 Chair Since: 2018 Committees: Risk and Compliance Committee Other Current Public Company Boards: None |
Director Nominee Biographies
| Charles N. Mills Chair Key Qualifications Mr. C. Mills brings to the Board extensive industry knowledge, management expertise, and business experience, particularly from his former role as our Chief Executive Officer. Career Highlights Medline • Chief Executive Officer (1997 to 2023) • Various sales positions (1986 to 1997) Other Boards • Northwestern Memorial Hospital (since 2016) |
Director Nominee Biographies
| | | Age: 55 Director Since: 2021 Committees: None Other Current Public Company Boards: 1 |
Director Nominee Biographies
| Joseph P. Baratta Independent Key Qualifications Mr. Baratta brings to the Board extensive financial, management, and investment experience from his involvement at Blackstone Inc. (“Blackstone”), including as the Global Head of Private Equity, and his service on the boards of various companies across multiple sectors. Career Highlights Blackstone, an alternative asset manager • Global Head of Private Equity (since 2012) • Various positions (1998 to 2012) Other Boards | | | • Blackstone (since 2020)♦ • Merlin Entertainments Group, a location-based entertainment company (since 2005) | • Various other portfolio companies of Blackstone in media, finance, and sustainability (since 2017) |
Director Nominee Biographies
| MEDLINE | | 10 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 41 Director Since: 2021 Committees: Compensation Committee, Nominating and Corporate Governance Committee, and Risk and Compliance Committee Other Current Public Company Boards: None |
Director Nominee Biographies
| Jacob D. Best Independent Key Qualifications Mr. Best brings to the Board significant financial, management, and investment experience from his involvement at Hellman & Friedman LLC (“H&F”), including as a Partner, as well as his thorough knowledge of our industry. Career Highlights H&F, a private equity investment firm • Partner (2009 to 2012, and since 2016) Change Healthcare (formerly Emdeon), a provider of revenue and payment cycle management and clinical information exchange solutions • Chief of Staff (2013) Included Health (formerly Grand Rounds), a healthcare company that delivers personalized, all-in-one care • Head of Medical Networks (2014 to 2016) Bain & Company, a consulting firm that works with organizations on strategy and transformation initiatives • Senior Associate Consultant (2006 to 2009) Other Boards | | | • athenahealth, Inc., a provider of cloud-based enterprise software solutions for medical groups and health systems (since 2022) • Snap One Holdings Corp., an eCommerce provider in the connected home sector (2017 to 2023) | • Goodman Global, Inc., a domestic unit manufacturer and distributor of heating, ventilation, and air conditioning products (2011 to 2012) • Ellucian, Inc., a provider of software products and services to higher education institutions (2011 to 2012) |
Director Nominee Biographies
| MEDLINE | | 11 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 63 Director Since: 2025 Committees: Audit Committee Other Current Public Company Boards: 2 |
Director Nominee Biographies
| Todd M. Bluedorn Independent Key Qualifications Mr. Bluedorn brings to the Board significant management expertise and business experience, including his time as Chief Executive Officer of Lennox International Inc. and his service on the boards of multiple companies. Career Highlights Madison Industries, a diversified industrial holding company • Vice Chair of the Board (April 2022 to August 2023) Lennox International Inc., a provider of climate control solutions for air conditioning, heating, and refrigeration (“Lennox International”) • Chief Executive Officer (2007 to March 2022) United Technologies Corporation, a conglomerate specializing in aerospace, defense, and building systems (merged with Raytheon Company to form RTX Corporation in 2020) • Various senior management positions (1995 to 2007) McKinsey & Company, a management consulting firm • Various positions (1992 to 1995) Other Boards | | | • Samsara Inc., a connected cloud operations software company (since 2023)♦ • Texas Instruments Inc., a semiconductor company (since 2017)♦ | • Lennox International (2007 to 2022) • Eaton Corporation PLC, a power management company (2010 to 2020) |
Director Nominee Biographies
| MEDLINE | | 12 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 54 Director Since: 2023 Committees: None Other Current Public Company Boards: None |
Director Nominee Biographies
| James M. Boyle Medline CEO Key Qualifications Mr. Boyle brings to the Board perspective, experience, and thorough knowledge of our industry as our Chief Executive Officer. Career Highlights Medline • Chief Executive Officer (since October 2023) • Executive Vice President, Sales (2018 to October 2023) • Senior Vice President, National Field Sales (2018) • Senior Vice President, Sales (2014 to 2018) • Various sales positions (1996 to 2014) Other Boards None |
Director Nominee Biographies
| | | Age: 70 Director Since: 2025 Committees: Audit Committee Other Current Public Company Boards: 1 |
Director Nominee Biographies
| Richard A. Galanti Financial Expert Independent Key Qualifications Mr. Galanti brings to the Board significant finance and financial reporting experience, specifically as the former Chief Financial Officer of Costco Wholesale. Career Highlights Costco Wholesale Corporation, a global retailer that operates membership warehouse clubs (“Costco”) • Executive Vice President (March 2024 to January 2025) • Executive Vice President and Chief Financial Officer (1993 to March 2024) • Senior Vice President, Chief Financial Officer, and Treasurer (1985 to 1993) • Vice President of Finance (1984 to 1985) Other Boards | | | • Affirm Holdings, Inc., a financial technology company and a point-of-sale lender (since 2025)♦ • Veterinary Emergency Group, a veterinary emergency company (since 2021) | • Costco (1995 to 2025) |
Director Nominee Biographies
| MEDLINE | | 13 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 59 Director Since: 2025 Committees: None Other Current Public Company Boards: None |
Director Nominee Biographies
| PATRICK J. HEALY Independent Key Qualifications Mr. Healy brings to the Board extensive financial, management, and investment experience, particularly from his role as Chief Executive Officer of H&F and his service on the boards of various companies across multiple sectors. Career Highlights H&F, a private equity investment firm • Chief Executive Officer (since 2019) • Co-Chief Executive Officer (2018 to 2019) • Deputy Chief Executive Officer (2009 to 2017) • Various positions (1994 to 2009) • Compensation Committee Chairman (current) • Investment Committee Member (current) Other Boards | | | • Global Music Rights Holdings LLC, a performance rights organization (since 2024) | • Verisure (Securitas Direct), a security company (2023 to 2026) |
Director Nominee Biographies
| | | Age: 65 Director Since: 1985 Committees: None Other Current Public Company Boards: None |
Director Nominee Biographies
| ANDREW J. MILLS Former Medline President Key Qualifications Mr. A. Mills brings to the Board extensive industry knowledge, management expertise, and business experience, particularly from his former role as our President. Career Highlights Medline • President (1997 to 2023) • Manager of Marketing Department (1993 to 1996) • OR Product Division (1989 to 1992) • Sales Representative (1986 to 1989) Council Ring Capital, LLC, a Chicago-based investment firm • Chief Executive Officer and General Partner (since October 2021) Other Boards • Rush University Medical Center Board of Trustees, an academic medical center (2019 to 2025) |
Director Nominee Biographies
| MEDLINE | | 14 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 43 Director Since: 2021 Committees: Compensation Committee, Nominating and Corporate Governance Committee, and Risk and Compliance Committee Other Current Public Company Boards: None |
Director Nominee Biographies
| ROBERT R. SCHMIDT Independent Key Qualifications Mr. Schmidt brings to the Board significant financial, management, and investment experience from his involvement at The Carlyle Group Inc. (“Carlyle”), including as Partner and Global Co-Head of Healthcare, as well as his thorough knowledge of our industry. Career Highlights Carlyle, an investment firm • Partner and Global Co-Head of Healthcare (since August 2011) Welsh, Carson, Anderson & Stowe, a private equity firm focused on healthcare and technology investments • Associate (2006 to 2009) Merrill Lynch Global Private Equity, a private equity arm of Merrill Lynch • Analyst (2004 to 2006) Other Boards | | | • Vantive, a vital organ therapy company (since 2025) • Resonetics, a medtech development and manufacturing organization (since 2021) • Unchained Labs, a life science tools company (since 2021) • Included Health (formerly Grand Rounds), a healthcare company that delivers personalized, all-in-one care (since 2020) | • QuidelOrtho Corporation, a manufacturer of diagnostic healthcare products (“QuidelOrtho”) (2019 to 2024) • One Medical, a member-based, technology-powered national primary care organization focused on transforming health care (2018 to 2023) • Various other portfolio companies of Carlyle in healthcare (since 2017) |
Director Nominee Biographies
| MEDLINE | | 15 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 39 Director Since: 2021 Committees: Compensation Committee, Nominating and Corporate Governance Committee, and Risk and Compliance Committee Other Current Public Company Boards: None |
Director Nominee Biographies
| ANUSHKA M. SUNDER Independent Key Qualifications Ms. Sunder brings to the Board extensive financial, management, and investment expertise from her involvement as Blackstone, including as Senior Managing Director and Head of Healthcare Private Equity North America, as well as her thorough knowledge of our industry. Career Highlights Blackstone, an alternative asset manager • Senior Managing Director and Head of Healthcare Private Equity North America (since 2013) TPG Capital, an alternative asset management firm • Associate (2009 to 2011) Goldman Sachs, an investment banking, securities, and asset and wealth management firm • Analyst, Financial Institutions Group (2007 to 2009) Other Boards | | | • AGS Health, a healthcare revenue cycle management firm (since 2025) • Allied Benefit Systems, a healthcare solutions company that provides innovative and customized benefit plans for small to large organizations (since 2024) • Advarra, a clinical trials management company (since 2022) • Optiv Securities, a provider of end-to-end cybersecurity solutions (2014 to 2026) | • HealthEdge Software, a healthcare technology company (2020 to 2025) • Blue Yonder, an artificial intelligence-based supply chain software provider (2016 to 2021) • Various other portfolio companies of Blackstone in healthcare, technology, and procurement (since 2019) |
Director Nominee Biographies
| MEDLINE | | 16 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 66 Director Since: 2024 Committees: Audit Committee and Risk and Compliance Committee Other Current Public Company Boards: 2 |
Director Nominee Biographies
| THOMAS W. SWEET Financial Expert Independent Key Qualifications Mr. Sweet brings to the Board significant financial and audit experience, including his time as Chief Financial Officer at Dell Technologies Inc. (“Dell”) and his service on the boards of a diverse group of companies. Career Highlights Dell, an information technology company • Chief Financial Officer (2014 to August 2023) • Leadership positions in finance, sales, and in various corporate businesses (1997 to 2014) Telos Corporation, a computer hardware and services contractor for the Department of Defense • Vice President of Accounting and Finance (1994 to 1997) Price Waterhouse LLP, a professional services network (merged to become PricewaterhouseCoopers LLP in 1998) • Senior Manager, Assurance Practice (1981 to 1994) Other Boards | | | • 3M, a conglomerate operating in the fields of industry, worker safety, and consumer goods (since 2023)♦ | • Trimble Inc., a software, hardware, and services technology company focused on the construction and transportation industries (since 2022)♦ |
Director Nominee Biographies
| MEDLINE | | 17 | | 2026 Proxy Statement |
Director Nominee Biographies
| | | Age: 53 Director Since: 2021 Committees: None Other Current Public Company Boards: None |
Director Nominee Biographies
| STEPHEN H. WISE Independent Key Qualifications Mr. Wise brings to the Board significant financial, management, and investment experience from his involvement at Carlyle, including as Partner and Co-Head of Americas Corporate Private Equity, as well as his thorough knowledge of our industry. Career Highlights Carlyle, an investment firm • Co-Head of Americas Corporate Private Equity (since June 2024) • Partner and Global Head of Healthcare (2006 to June 2024) JLL Partners, a private equity firm • Vice President (2000 to 2005) J.W. Childs Associates, Limited Partnership, a private equity firm • Analyst (1995 to 1998) Credit Suisse, an investment bank and financial services firm (acquired by UBS in 2023) • Member of the Leveraged Finance Group (1994 to 1995) Other Boards | | | • Vantive Health LLC, a vital organ therapy company (since 2025) • Launch Therapeutics, Inc., a late-stage clinical development company (since 2022) • QuidelOrtho (2022 to 2023) • Ortho Clinical Diagnostics Holdings plc, a medical diagnostics company acquired by QuidelOrtho in 2022 (2021 to 2022) | • Resonetics, LLC, a micro-manufacturing technology services provider for medical device and diagnostic companies (since 2021) • Sedgwick Inc., a multiline claims management firm (since 2018) |
Director Nominee Biographies
| MEDLINE | | 18 | | 2026 Proxy Statement |
Director Time Commitments Policy
Director Time Commitments Policy The Board believes that directors’ service on the boards of other public companies provides directors with valuable experience and knowledge in governance, oversight, and leadership. The Board also recognizes that public company board service requires significant time and engagement. It is important to Medline that directors are able to commit sufficient time and attention to responsibilities on the Medline Board. The Board’s policy, which is included in our Corporate Governance Guidelines:
Director Time Commitments Policy
| • Limits directors’ service on the boards of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition to Medline), unless approved by the Board • Requires that the Board determine whether simultaneous service on more than two other public company audit committees (in addition to Medline) impairs a director’s ability to serve effectively on our Audit Committee • Establishes an expectation that directors consult with the Board Chair, the Chair of the Governance Committee, and the Corporate Secretary before accepting an offer to serve on another public company board or as a member of the audit committee of another public company • Requires the Governance Committee and Board to take into account the nature and extent of a director’s other commitments when determining whether it is appropriate to nominate that director for re-election • Requires directors’ service on the boards and committees of other organizations to be consistent with our Conflicts of Interest Policy | DIRECTOR maximum of 3 other public company boards PUBLIC COMPANY CEO Maximum of 1 other public company board AUDIT COMMITTEE Maximum of 2 other public company audit committees |
Director Time Commitments Policy
As of April 13, 2026, all directors and director nominees are in compliance with this policy. The Governance Committee reviews our director time commitments policy as part of its annual review of our Corporate Governance Guidelines. We also review the policies of our institutional investors on an ongoing basis and discuss such policies during our investor engagement calls.
Director Time Commitments Policy
| MEDLINE | | 26 | | 2026 Proxy Statement |
Indemnification of Directors and Officers
Indemnification of Directors and Officers We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to limited exceptions. The indemnification agreements, together with our amended and restated bylaws, also require us to advance expenses, including attorneys’ fees, incurred by our directors and officers in defending against proceedings to which they are or are threatened to be made a party or participant, to the fullest extent permitted by law, subject to limited exceptions. In addition, our amended and restated certificate of incorporation provides that our directors and officers will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as directors or officers to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
DIRECTOR COMPENSATION PROGRAM
DIRECTOR COMPENSATION PROGRAM Directors who are employed by us and directors who are affiliated with our Sponsors are not compensated by us for their services as directors. Independent non-employee directors who are not affiliated with our Sponsors or with members of the Mills and Abrams families, which currently only include Messrs. Bluedorn, Galanti and Sweet, are currently entitled to compensation consisting of: • Annual cash retainer of $125,000 per year; • Committee chair cash retainers of $25,000 (Audit) and $20,000 (Compensation, Nominating and Governance, and Risk); • Initial equity award of RSUs with a grant date fair value of $300,000, that cliff vest on March 27, 2027 (for Mr. Sweet) and March 30, 2027 (for Messrs. Bluedorn and Galanti); and • Beginning in 2026, an annual equity award of RSUs with a grant date fair value of $200,000, vesting on the first anniversary of grant. The form and amount of compensation for our non-employee directors was established based on recommendations from management’s compensation consultant, Korn Ferry, based on benchmarking against the peer group used for 2025 Named Executive Officer compensation. During 2025, James Abrams (our former Chief Operating Officer), Charles Mills (our former CEO), and Andrew Mills (our former President) served as members of our board of directors. They did not receive any compensation or benefits for their service in 2025. Mr. Abrams resigned as a member of the board of directors in connection with our IPO. The following table provides summary information concerning compensation paid or accrued by us to or on behalf of Messrs. Sweet, Galanti, and Bluedorn for services rendered to us as directors during the last fiscal year.
DIRECTOR COMPENSATION PROGRAM
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Thomas W. Sweet | 150,000 | 0 | 150,000 | | Richard Galanti | 75,787 | 300,000 | 375,787 | | Todd Bluedorn | 4,921 | 300,000 | 304,921 |
DIRECTOR COMPENSATION PROGRAM
(1) This amount represents the aggregate grant date fair value of (i) RSUs for Common Units of the Medline Management Aggregator LLC (the “Aggregator”) (which were converted into RSUs covering shares of Medline Inc. common stock in connection with Medline’s IPO) granted to Mr. Galanti on September 5, 2025 in connection with the commencement of his service and (ii) RSUs granted to Mr. Bluedorn on December 16, 2025 in connection with the commencement of his service. The grant date fair value was calculated in accordance with ASC Topic 718. As of December 31, 2025, all of the RSUs held by each of Mr. Sweet (12,413), Mr. Galanti (11,005), and Mr. Bluedorn (10,345) were unvested. Mr. Sweet was granted RSUs for Common Units in the Aggregator in connection with his commencement of services on September 27, 2024, which were converted into RSUs covering shares of Medline Inc. common stock in connection with Medline’s IPO.
Process for Determining 2025 Compensation
We believe that compensation should be competitive with compensation for executive officers in similar positions and with similar responsibilities in our marketplace. In determining compensation levels for our NEOs, the Compensation Committee relies upon the judgment and experience of its members, including their knowledge of competitive compensation levels in our industry. The Compensation Committee considers each NEO’s performance, scope of responsibilities, depth and breadth of overall leadership experience, and the importance of the officer’s position to achieving our strategies. Beginning on August 27, 2024 and with respect to 2025 compensation, the Compensation Committee also engaged a compensation consultant, Korn Ferry, to provide executive compensation-related advice and services to the Compensation Committee. The Compensation Committee reviewed and considered survey and benchmarking data of a comparator group of companies prepared by Korn Ferry. The Compensation Committee reviews peer company information and market data to better assess the range of compensation needed to attract, retain, and motivate executive talent in our highly competitive industry. For fiscal year 2025, Korn Ferry provided benchmarking data for compensation planning and worked with management and the Compensation Committee on the overall compensation structure for our senior leadership team. As part of its work, Korn Ferry recommended, and the Compensation Committee approved, a peer group that places greater weight on the peer group’s size and performance profile, with a focus on revenue, revenue growth and market performance. In selecting the peer group, the aim was to select the most appropriate companies against which our compensation-related performance should be measured. The peer group for 2025 consisted of sixteen publicly traded companies with revenues between approximately 0.5 to 1.8 times those of Medline.
Process for Determining 2025 Compensation
The aggregate fees paid to Korn Ferry in fiscal year 2025 for compensation consulting services were approximately $510,822. We also engaged Korn Ferry to provide other non-compensation consulting services to the Company, including executive and professional search services and assistance in preparing succession planning materials. The aggregate fees paid to Korn Ferry in fiscal year 2025 for these additional non-compensation consulting services were approximately $1,434,294. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the Compensation Committee concluded that there are no conflicts of interest with respect to the engagement of Korn Ferry by the Compensation Committee. The decision to engage Korn Ferry to provide these non-compensation consulting services was made by management and occurred prior to our IPO and was not pre-approved by the Compensation Committee or Board. The Compensation Committee intends to continue to retain an independent executive compensation consultant to provide the Compensation Committee with input and guidance on all components of our executive compensation program, including peer group selection, risk, and stockholder alignment, and advise the Compensation Committee with respect to market data for base salary, annual bonus, long-term equity compensation, and other competitive pay practices for similarly situated executives in our peer group.
Relationship of Compensation Practices to Risk Management
Relationship of Compensation Practices to Risk Management Our compensation plans and practices are designed to mitigate the possibility of encouraging excessive risk-taking behavior and the potential impacts thereof. For example, the following features of our executive compensation program mitigate risk: • Challenging, but attainable goals that are well-defined and communicated; • Short-term variable compensation tied to a mix of financial and operational objectives; • Multi-year, overlapping vesting terms for equity awards, and for the CEO, President, and Chief Operating Officer, financial objectives for a portion of outstanding equity awards; and • Establishment of controls in the administration of our plans to ensure performance against established company performance metrics is objectively and independently determined.
Considerations in Setting 2025 Compensation
compensation is paid only upon achievement of Company performance objectives and individual NEO goals that contribute to the creation of stockholder value. The following is a summary of key considerations that affected the development of 2025 compensation decisions for our NEOs fiscal years: • Use of Market Data. We establish target compensation levels that are consistent with market practice and internal equity considerations (including position, responsibility, and contribution) relative to base salaries, cash bonuses, and long-term equity compensation. Target compensation levels are additionally consistent with an assessment of the appropriate pay mix for a particular position. In order to gauge the competitiveness of our compensation programs, we also review compensation practices and pay opportunities from our peer group. We attempt to position ourselves to attract and retain qualified senior executives in the face of competitive pressures in relevant labor markets. • Emphasis on Performance. Our compensation program provides increased pay opportunities upon achievement of goals correlated with superior performance over the long term. When evaluating base salary, individual performance is the primary driver that determines each NEO’s annual increase, if any. Historically, we have used annual cash bonus and appreciation-based equity awards (profits interests) to reward corporate and individual performance. • Importance of Company Results. In determining the amount of cash bonus for each NEO, we consider, among other things, performance with respect to our success in implementing our business strategies that yield long-term benefits and align our NEOs’ interests with those of our investors. The Compensation Committee believes it is important to hold our NEOs accountable for overall Company results. For a discussion of the individual and Company performance measures considered by the Compensation Committee in connection with 2025 bonus payments, see 2025 Compensation Elements — Annual Incentive Compensation.
2025 Compensation Elements
2025 Compensation Elements There are three key components of our executive compensation program for our senior leadership team, including our NEOs: • Base salary; • Annual incentive bonus; and • Long-term equity incentive compensation in the form of Incentive Units, which are intended to be profits interests for U.S. income tax purposes. In addition to these key compensation elements, the NEOs are provided certain other compensation. See Other Compensation Policies and Practices. We believe that offering each of the components of our executive compensation program is necessary to remain competitive in attracting, retaining, and motivating talented executives. Furthermore, we structure the annual incentive bonus and long-term equity incentive compensation to ensure alignment of our executives’ interests with those of our stockholders. Collectively, these components are designed to motivate and reward our executives and drive our short- and long-term performance and increase stockholder value. Our base salaries are designed to attract and retain individuals with superior talent, to be market competitive and to reward executives for their individual performance and our short-term performance. Our annual incentive bonus program is designed to motivate our executives to achieve the targets we set annually for selected performance metrics, to reward them for that achievement and to hold them accountable if they fail to deliver. Our long-term incentive compensation ensures that our executives have a continuing stake in our long-term success and have incentives to increase our equity value.
Annual Incentive Compensation
Annual Incentive Compensation We maintain an annual cash-based incentive plan, the Medline Industries, LP Annual Incentive Plan (the “AIP”), to reward employees who contribute to our growth, profitability, and value. Annual performance goals are established for each participant and participants must remain employed in good standing through December 31 of the applicable performance year in order to receive their annual bonus. The AIP allows participants to receive quarterly advances on their annual bonus throughout the year based on the company’s determination of performance against objective goals through each calendar quarter. Annual bonus payments, based on actual performance, are reconciled at year-end and any unearned advances are subject to recoupment. The performance objectives for our AIP are established by the Compensation Committee on an annual basis, and following completion of the performance period, the committee determines the actual achievement percentage for each metric. Under our AIP, each NEO has threshold, target and maximum bonus opportunities expressed as a percentage of the NEO’s base salary. For fiscal year 2025, our NEOs had target and maximum bonus opportunities under the AIP as follows:
Annual Incentive Compensation
| Name | AIP Target Annual Bonus as a Percentage of Base Salary | AIP Maximum Annual Bonus as a Percentage of Base Salary | | James M. Boyle | 133% | 200% | | Michael B. Drazin | 100% | 150% | | James M. Pigott | 100% | 150% | | Douglas P. Golwas | 100% | 150% | | Stephen L. Miller | 100% | 150% |
Annual Incentive Compensation
For each performance objective, there is a threshold achievement level at or below which the NEO will receive no payout in respect of that performance objective. The actual 2025 AIP bonus amounts are calculated formulaically based on actual achievement against certain individual performance considerations and financial or operational performance goals, as follows: • First, the weight applied to each specific objective is multiplied by the NEO’s AIP maximum annual bonus percentage. • Second, the resulting percentage from the first step is multiplied by the NEO’s base salary to determine the maximum amount payable in respect of each performance metric; • Third, the dollar amount from the second step is multiplied by the actual attainment percentage of each applicable performance objective and applicable modifiers measured against a pre-established scale to determine the amount payable; and • Fourth, the sum of the amounts calculated in the third step for each performance objective is the NEO’s AIP Bonus. For fiscal year 2025, the annual bonus payouts for each of our NEOs was tied to the achievement of various metrics, as reflected in the tables below. The following tables illustrate the calculation of the annual incentive compensation payable to each of our NEOs
Annual Incentive Compensation
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Annual Incentive Compensation
under our AIP for fiscal year 2025. In the event actual achievement of a performance objective is between levels, the achievement percentage is calculated using linear interpolation. For purposes of the AIP, 2025 Plan Adjusted EBITDA is calculated as set forth under 2025 Compensation Framework — Process for Determining 2025 Compensation — Non-GAAP Financial Measures for 2025 Compensation, less the impact of divestitures and acquisitions and gross tariff-related adjustments. However, for 2025 Plan Adjusted EBITDA, tariff-related adjustments cannot cause a NEO’s actual bonus payout to increase above 100% of target and no tariff-related adjustment will be applied if the actual bonus payout, for the respective component, is above 100% of target without the tariff-related adjustment. Mr. Boyle Performance Period: January 1, 2025 - December 31, 2025 ($ in millions)
Annual Incentive Compensation
| Performance Goals | Weight | Threshold | Target | Maximum | Actual Attainment | Actual Attainment Percentage | | Attainment level percentage | | 66.5% | 133% | 200% | | | | 2025 Plan Adjusted EBITDA | 70% | $3,428 | $3,732 | $3,844 | $3,599 | 78.09% | | 2025 Net Sales | 30% | $26,017 | $28,442 | $28,726 | $28,432 | 99.79% | | Actual Attainment Percentage Performance Period | | | | | | 84.60% |
Annual Incentive Compensation
Mr. Drazin Performance Period: January 1, 2025 - December 31, 2025 ($ in millions)
Annual Incentive Compensation
| Performance Goals | Weight | Threshold(3) | Target | Maximum | Actual Attainment | Actual Attainment Percentage | | Attainment level percentage | | —% | 100% | 150% | | | | 2025 Plan Adjusted EBITDA | 70% | $3,428 | $3,732 | $3,844 | $3,599 | 78.09% | | Finance Expense as a Percentage of Sales (excl. Bad Debt & Interest)(1) | 20% | 0.42% | 0.39% | 0.36% | 0.38% | 122.75% | | Percentage of Accounts Receivable over 30 days past due(2) | 10% | 4.00% | 3.00% | 2.50% | 2.11% | 150.00% | | Actual Attainment Percentage Performance Period | | | | | | 94.21% |
Annual Incentive Compensation
(1) For Mr. Drazin, Finance Expense as a Percent of Sales (excl. Bad Debt & Interest) measures the performance of controllable U.S. finance expenses . (2) For Mr. Drazin, Percentage of Accounts Receivable over 30 days past due measures the amount of invoice dollars that are outstanding for more than 30 days from their due date. (3) For Mr. Drazin, threshold performance for 2025 Plan Adjusted EBITDA results in 50% payout for that metric, while threshold performance for Finance Expense as a Percentage of Sales (excl. Bad Debt & Interest) and Percentage of Accounts Receivable over 30 days past due results in 0% payout for those metrics. Mr. Pigott Performance Period: January 1, 2025 - December 31, 2025 ($ in millions)
Annual Incentive Compensation
| Performance Goals | Weight | Threshold | Target | Maximum | Actual Attainment | Actual Attainment Percentage | | Attainment level percentage | | 50% | 100% | 150% | | | | 2025 Plan Adjusted EBITDA | 70% | $3,428 | $3,732 | $3,844 | $3,599 | 78.09% | | 2025 Net Sales | 30% | $26,017 | $28,442 | $28,726 | $28,432 | 99.79% | | Actual Attainment Percentage Performance Period | | | | | | 84.60% |
Annual Incentive Compensation
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Annual Incentive Compensation
Mr. Golwas Performance Period: January 1, 2025 - December 31, 2025 ($ in millions)
Annual Incentive Compensation
| Performance Goals | Weight | Threshold(2) | Target | Maximum | Actual attainment | Actual Attainment Percentage | | Attainment level percentage | | —% | 100% | 150% | | | | Adjusted Gross Margin less Expense Year over Year Growth Commercial(1) | 70% | 2.75% | 8.75% | 15.75% | 12.46% | 103.13% | | 2025 Plan Adjusted EBITDA | 30% | $3,428 | $3,732 | $3,844 | $3,599 | 78.09% | | Actual Attainment Percentage Performance Period | | | | | | 96.55% |
Annual Incentive Compensation
(1) For Mr. Golwas, Adjusted Gross Margin less Expense Year over Year Growth Commercial measures U.S. sales office contribution margin excluding retail growth measures, inventoriable costs and controllable expenses. (2) For Mr. Golwas, threshold performance for Adjusted Gross Margin less Expense Year over Year Growth Commercial results in 0% payout for that metric, while threshold performance for 2025 Plan Adjusted EBITDA results in 50% payout for that metric. The 2025 AIP bonus opportunity for Mr. Golwas included an “expense modifier” and a “bad debt modifier.” Because his oversight of our commercial business directly impacts our company’s growth and financial results, these modifiers are intended to further align Mr. Golwas’ AIP award with company performance. The expense modifier provided for certain increases or decreases to Mr. Golwas’s AIP payout, which would be lowered or raised by $3,000 for each 10 basis point increase or decrease in total selling expense growth above or below 85% of sales growth, respectively. Adjustments attributable to the modifier are subject to a cap of $25,000, although the modifier cannot result in Mr. Golwas’s actual AIP payout being less than threshold payout nor greater than maximum payout. This modifier incentivizes responsible expense management by ensuring that his AIP payout could be: (i) higher if the business unit’s expenses are less than the 85% threshold noted above; or (ii) lower if the business unit’s expenses exceed the 85% threshold noted above. The modifier will not be applied if the business unit’s expenses are equal to the 85% threshold. Additionally, the bad debt modifier provided for “bad debt” amounts exceeding 0.6% for Acute Care sales and 0.8% for Post Acute Care sales to be attributable to cost of goods sold for purposes of calculating Mr. Golwas’s Adjusted Gross Margin achievement level. Bad debt is considered any customer account that: (i) remains unpaid after all commercially reasonable collection efforts have been exhausted: and (ii) has been sent to our external collections team. This modifier incentivizes strategic customer relationships, because application of net bad debt in excess of the thresholds could lower Mr. Golwas’ Adjusted Gross Margin performance goal and the associated payout. No other NEO has a modifier to their 2025 AIP payout opportunities. Mr. Miller Performance Period: January 1, 2025 - December 31, 2025 ($ in millions)
Annual Incentive Compensation
| Performance Goals | Weight | Threshold | Target | Maximum | Actual Attainment | Actual Attainment Percentage | | Attainment level percentage | | 0% | 100% | 150% | | | | 2025 Plan Adjusted EBITDA | 70% | $3,428 | $3,732 | $3,844 | $3,599 | 78.09% | | 2025 Net Sales | 30% | $26,017 | $28,442 | $28,726 | $28,432 | 99.79% | | Actual Attainment Percentage Performance Period | | | | | | 84.60% |
Annual Incentive Compensation
Actual amounts paid under the AIP are calculated by multiplying each NEO’s base salary earned and paid in fiscal year 2025 by (i) his AIP target annual cash incentive opportunity (which is reflected as a percentage of eligible base salary), and (ii) the executive’s AIP attainment percentage. The following table illustrates the calculations of the AIP awards under the 2025 AIP based on 2025 performance.
Annual Incentive Compensation
| Name | Eligible Base Salary ($) | Target AIP Award (% of Base Salary) | Target AIP Opportunity | AIP Attainment Percentage | Actual Payout ($) | | James M. Boyle | $1,250,000 | 133% | $1,662,500 | 84.60% | $1,409,960 | | Michael B. Drazin | $810,000 | 100% | $810,000 | 94.21% | $763,117 | | James M. Pigott | $1,100,000 | 100% | $1,100,000 | 84.60% | $930,573 | | Douglas P. Golwas | $800,000 | 100% | $800,000 | 96.55% | $772,410 | | Stephen L. Miller | $800,000 | 100% | $800,000 | 84.60% | $676,781 |
Annual Incentive Compensation
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Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation In 2021, following our acquisition by our Sponsors, certain key executives, including the NEOs, were granted long-term equity incentive awards designed to promote our interests and incentivize them to remain in our service. These long-term equity incentive awards were initially granted in the form of Class B Units (as defined in Appendix B) in the Aggregator under the Medline Management Aggregator LLC Equity Incentive Plan (the “MIP”). In connection with Medline’s IPO, the Class B Units in the Aggregator were reclassified into a new class of units called “Incentive Units.” The Incentive Units are “profits interests” under U.S. federal income tax law having economic characteristics similar to stock appreciation rights (i.e., representing the right to share in any increase in the equity value of the Aggregator that exceeds a specified threshold). Unvested Incentive Units are not entitled to distributions from the Aggregator other than tax distributions. The specific sizes of awards under our MIP and Incentive Unit grants made thereunder to our NEOs are determined in consideration of our Sponsors’ practices with respect to management equity programs at other companies in their respective portfolios, the executive officer’s position and level of responsibilities with us, and market data.
2025 MIP Awards
2025 MIP Awards Under our MIP, each of our NEOs (other than Mr. Pigott, who was not eligible for an award under our MIP in 2025 due to his planned retirement) was eligible to receive equity awards based on target equity compensation set by the Compensation Committee, referred to as “dollars at work” (the “2025 Awards”). The 2025 Awards were granted as of the award date (or “service inception date”), and the 100% of the value of equity-based awards to be granted to our participating NEOs in respect of the 2025 Awards depended on Company performance relative to the 2025 performance measures reflected in the tables below. In the event actual achievement of a performance objective is between levels, the earned “dollars at work” was calculated using linear interpolation. Following completion of fiscal year 2025, the earned “dollars at work” were multiplied by a Black Scholes conversion factor of 27.2% to account for the settlement of the 2025 Awards in time-vesting restricted stock units (“RSUs”) rather than Incentive Units. The resulting amount was used to determine the RSUs to be granted under the Medline Inc. 2025 Omnibus Incentive Plan (the “Omnibus Plan”) by dividing such amount by the IPO price of Medline Inc. common stock, which was $29.00. Such RSUs will vest 25% on June 15, 2026 and 25% on each of the first three anniversaries of the vesting commencement date identified in the applicable grant agreement, subject to the NEO’s continued employment with us through each applicable vesting date. The 2025 performance measures and the corresponding threshold, target and maximum “dollars at work” opportunities under the MIP for our NEOs are summarized in the tables below. For each NEO, no 2025 Award is earned, and no RSUs will be delivered, unless threshold performance is achieved for the applicable performance objective. In no event may the earned “dollars at work” exceed the maximum amounts shown in the tables below, even if results are achieved above maximum performance. The 2025 target “dollars at work” for each participating NEO were $4,000,000 for Mr. Boyle and $3,250,000 for each of Messrs. Drazin, Golwas and Miller. The threshold, target and maximum “dollars at work” amounts upon which the number of RSUs actually to be delivered in 2026 were determined, and the corresponding earned amount of “dollars at work” at each performance level, are shown in the tables below.
Sign-on, Retention and Discretionary Bonuses
Sign-on, Retention and Discretionary Bonuses From time to time, we may award sign-on, retention and discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers. None of our NEOs received any sign-on, retention or discretionary bonuses during fiscal year 2025.
Severance Arrangements
Severance Arrangements We believe that reasonable and appropriate severance benefits are necessary in order to be competitive in Medline’s executive attraction and retention efforts. As discussed below, our NEOs, other than Mr. Pigott, participate in the Medline Industries L.P. Executive Severance Plan (the “Severance Plan”), which was initially adopted in May 2025 and amended and restated in connection with the IPO, and provides for certain payments, rights, and benefits upon certain qualifying terminations from Medline. Mr. Pigott is entitled to certain payments, rights, and benefits in connection with his transition pursuant to the Pigott Transition Agreement. See Potential Payments Upon Termination or Change in Control for a description of these benefits.
Equity Grant Timing Practices
Equity Grant Timing Practices Historically, long-term incentive awards were granted on an annual basis, with Incentive Units (or, for 2025, RSUs) earned thereunder granted in March of the following year. For the 2025 long-term incentive awards, the earned RSUs were granted on March 5, 2026 during an open trading window and in accordance with our insider trading policy. The Compensation Committee may grant equity awards at other points during the year in its discretion. We did not grant any stock option awards to NEOs during 2025. We did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded during 2025, and the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of any equity awards.
Agreements with NEOs
Agreements with NEOs In October 2023, we entered into employment agreements with Messrs. Boyle and Pigott in connection with their respective promotions to the roles of CEO and President and Chief Operating Officer, respectively. These agreements provide for certain payments, rights and benefits upon certain qualifying terminations from Medline. However, in May 2025, we adopted our Severance Plan, pursuant to which our NEOs, other than Mr. Pigott, are eligible to receive certain payments, rights and benefits upon certain qualifying terminations from Medline. In connection with becoming a participant in our Severance Plan, Mr. Boyle waived the severance payments and benefits provided in his employment agreement. In October 2024, we entered into a transition and separation agreement with Mr. Pigott that set forth the payments and benefits Mr. Pigott received in connection with his departure on December 31, 2025. The material terms of Mr. Boyle’s employment agreement and Mr. Pigott’s transition and separation agreement are described below under Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Agreements with NEOs.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | James M. Boyle Chief Executive Officer | 2025 | 1,250,000 | 0 | 1,177,665 | 1,409,960 | 23,347 | 3,860,972 | | | 2024 | 1,250,000 | 0 | 1,201,111 | 1,847,186 | 7,000 | 4,305,297 | | Michael B. Drazin Chief Financial Officer | 2025 | 810,000 | 0 | 956,853 | 763,117 | 27,289 | 2,557,259 | | | 2024 | 810,000 | 0 | 1,009,630 | 933,014 | 7,000 | 2,759,644 | | James M. Pigott President | 2025 | 1,100,000 | 0 | 0 | 930,573 | 8,876,504 | 10,907,077 | | | 2024 | 1,100,000 | 0 | 1,201,111 | 1,625,523 | 30,644 | 3,957,278 | | Douglas P. Golwas Chief Commercial Officer | 2025 | 800,000 | 0 | 956,853 | 772,410 | 25,030 | 2,554,293 | | | 2024 | 700,000 | 0 | 957,407 | 1,093,750 | 7,000 | 2,758,157 | | Stephen L. Miller Chief Operating Officer | 2025 | 800,000 | 0 | 956,853 | 676,781 | 9,140 | 2,442,774 | | | 2024 | 724,000 | 0 | 2,680,741 | 903,404 | 7,000 | 4,315,145 |
SUMMARY COMPENSATION TABLE
(1) Amounts reported in this column represent the NEO’s base salary earned during the 2025 fiscal year. (2) Amounts reported in this column reflect the fair value of each participating NEO’s 2025 Award under the MIP at the service inception date for the award computed in accordance with ASC Topic 718. The 2025 Awards were initially expressed as “dollars at work,” which are earned based on Company and individual performance against the performance goals specified for 2025 Awards. At the time the MIP for 2025 was established, it was expected that the earned dollars at work would be converted into Incentive Units if the IPO did not occur by the date that the 2025 Awards were expected to be granted in 2026. With the completion of the IPO in December 2025, the Compensation Committee granted time-based RSUs to each NEO (other than Mr. Pigott) in respect of the NEO’s earned dollars at work. The earned dollars at work were multiplied by a Black-Scholes factor of 27.2% and converted into a number of RSUs on March 5, 2026 by dividing such amount by the IPO price of Medline Inc. common stock, which was $29.00. Since the service inception date precedes the RSU grant date, the Company recognizes the expense associated with these awards from the service inception date through the accounting grant date, remeasuring the fair value of the awards at each reporting period end until the accounting grant date, at which point the fair value of the awards will be fixed with the previously-recognized compensation cost adjusted to the grant date fair value. For purposes of calculating the value of the 2025 Awards reflected in the table, amounts were computed based on the probable outcome of the performance conditions applicable to each award on the service inception date. Assuming maximum achievement of the applicable performance conditions, the fair values of the 2025 Awards granted to eligible NEOs in fiscal year 2025 were as follows: Mr. Boyle: $1,766,497; Mr. Drazin: $1,435,279; Mr. Golwas: $1,435,279; and Mr. Miller $1,435,279. For information regarding the assumptions used in determining the fair value of these awards, please refer to Note 17 — Stock-Based Compensation of our audited consolidated financial statements included in our 2025 Annual Report incorporated by reference in this Proxy Statement. (3) Amounts reported in this column reflect the NEO’s annual cash incentive awards earned by each NEO pursuant to the AIP. The terms of the AIP described more fully above under 2025 Compensation Elements — Annual Incentive Compensation. (4) Amounts reported in this column for Messrs. Boyle, Drazin, Pigott, Golwas, and Miller include employer contributions to our 401(k) plan in the fiscal year ended December 31, 2025. Amounts for Messrs. Boyle, Drazin, Golwas and Miller also include costs related to personal security services. Amount for Mr. Pigott also includes the value of the accelerated vesting of his time-vesting Incentive Units in the amount of $8,868,337 in accordance with the Pigott Transition Agreement, which is described under Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Agreements with NEOs — Employment Agreement and Transition and Separation Agreement with Mr. Pigott. The actual amounts of these compensations are listed in the chart below.
SUMMARY COMPENSATION TABLE
| Name | 401(k) Employer Contribution ($) | Personal Security Services ($) | Accelerated Incentive Units Value ($) | Total ($) | | James M. Boyle | 6,646 | 16,701 | 0 | 23,347 | | Michael B. Drazin | 14,000 | 13,289 | 0 | 27,289 | | James M. Pigott | 8,167 | 0 | 8,868,337 | 8,876,504 | | Douglas P. Golwas | 12,589 | 12,441 | 0 | 25,030 | | Stephen L. Miller | 7,667 | 1,473 | 0 | 9,140 |
SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table provides information with respect to grants of plan-based awards to our NEOs during the 2025 fiscal year.
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | James M. Boyle | 4/11/2025(3) | 0 | 1,662,500 | 2,500,000 | 20,305 | 40,609 | 60,914 | | | | 1,177,665 | | Michael B. Drazin | 4/11/2025(3) | 0 | 810,000 | 1,215,000 | 16,497 | 32,995 | 49,492 | | | | 956,853 | | James M. Pigott | | 0 | 1,100,000 | 1,650,000 | | | | | | | | | Douglas P. Golwas | 4/11/2025(3) | 0 | 800,000 | 1,200,000 | 16,497 | 32,995 | 49,492 | | | | 956,853 | | Stephen L. Miller | 4/11/2025(3) | 0 | 800,000 | 1,200,000 | 16,497 | 32,995 | 49,492 | | | | 956,853 |
GRANTS OF PLAN-BASED AWARDS
(1) For purposes of this column, the grant date for the awards is the service inception date determined under ASC Topic 718. (2) The amounts reported in this column reflect the cash incentive award opportunity range under our AIP, the terms of which are summarized under 2025 Compensation Elements — Annual Incentive Compensation. 2025 MIP Awards were initially expressed as “dollars at work” prior to the completion of our IPO. The 2025 MIP Awards were delivered as RSUs on March 5, 2026, based upon Company performance relative to the 2025 MIP performance goals, as summarized under 2025 Compensation Elements — Long-Term Equity Incentive Compensation — 2025 MIP Awards and in footnote 2 to the Summary Compensation Table. The earned dollars at work were multiplied by a Black-Scholes factor of 27.2% and converted into a number of RSUs on March 5, 2026 by dividing such amount by the IPO price of Medline Inc. common stock, which was $29.00. The number of RSUs issued to each NEO on March 5, 2026 are set forth in the Outstanding Equity Awards at Fiscal Year End Table.
GRANTS OF PLAN-BASED AWARDS
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NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table includes certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | | | Stock Awards | | | | | Name | Service Inception Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | James M. Boyle | 10/21/2021 | 10/21/2021 | 451,779(1) | 12,008,015 | | | | | 4/1/2022 | 4/1/2023 | 204,244(1) | 5,467,857 | | | | | 10/1/2023 | 10/1/2023 | 687,827(1) | 17,548,737 | | | | | 10/1/2023 | 10/1/2023 | | | 382,126(3) | 9,749,301 | | | 10/1/2023 | 10/1/2023 | | | 382,126(4) | 9,749,301 | | | 10/1/2023 | 10/1/2023 | | | 382,126(5) | 9,749,301 | | | 3/29/2023 | 3/29/2024 | 201,985(1) | 4,643,352 | | | | | 2/13/2024 | 3/28/2025 | 183,699(1) | 2,629,908 | | | | | 4/11/2025 | 3/5/2026(2) | 31,739 | 1,333,038 | | | | Michael B. Drazin | 10/21/2021 | 10/21/2021 | 406,601(1) | 10,807,211 | | | | | 4/1/2022 | 4/1/2023 | 164,269(1) | 4,397,678 | | | | | 3/29/2023 | 3/29/2024 | 182,222(1) | 4,189,029 | | | | | 2/13/2024 | 3/28/2025 | 157,133(1) | 2,249,579 | | | | | 4/11/2025 | 3/5/2026(2) | 25,788 | 1,083,096 | | | | Douglas P. Golwas | 10/21/2021 | 10/21/2021 | 282,362(1) | 7,505,013 | | | | | 4/1/2022 | 4/1/2023 | 127,653(1) | 3,417,424 | | | | | 3/29/2023 | 3/29/2024 | 126,240(1) | 2,902,081 | | | | | 2/13/2024 | 3/28/2025 | 149,005(1) | 2,133,215 | | | | | 4/11/2025 | 3/5/2026(2) | 25,788 | 1,083,096 | | | | Stephen L. Miller | 7/1/2022 | 7/1/2022 | 277,106(1) | 7,598,440 | | | | | 4/1/2022 | 4/1/2023 | 63,826(1) | 1,708,699 | | | | | 3/29/2023 | 3/29/2024 | 170,424(1) | 3,917,809 | | | | | 3/29/2024 | 3/29/2024 | 210,401 | 4,836,824 | | | | | 3/29/2024 | 3/29/2024 | | | 43,833(3) | 1,007,670 | | | 3/29/2024 | 3/29/2024 | | | 43,833(4) | 1,007,670 | | | 3/29/2024 | 3/29/2024 | | | 43,833(5) | 1,007,670 | | | 2/13/2024 | 3/28/2025 | 272,725(1) | 3,904,440 | | | | | 4/11/2025 | 3/5/2026(2) | 25,788 | 1,083,096 | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Reflects Time-Vested Units that vest over 5 years, with 20% vesting on the 12-month anniversary of the vesting commencement date, which is the same as the grant date, and an additional 20% vesting every year thereafter. For Messrs. Boyle and Pigott, a portion of Time-Vested Units will accelerate upon a termination by us without Cause, by the executive for Good Reason, or due to disability. If such termination occurs prior to the first anniversary of the vesting commencement date, 20% of the Time-Vested Units will become vested. If such termination occurs after the first anniversary of the vesting commencement date, the number of Time-Vested Units that will become vested will be calculated
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
by multiplying (x) 20% of the Time-Vested Units by (y) a fraction, the numerator of which is the number of full and partial three-calendar month periods elapsed from the immediately preceding vesting commencement date and the denominator of which is 4. Awards with a service inception date that precede the grant date represent Management Incentive Plan Awards, which awards are initially expressed as “dollars at work” and converted into a number of Time-Vested Units in the fiscal year following the service inception date based on Company and individual performance against the performance goals specified in the Management Incentive Plan. For additional details, see 2025 Compensation Elements — Long-Term Equity Incentive Compensation — 2025 MIP Awards and footnote 3 to the Summary Compensation Table. (2) Reflects 2025 MIP Awards based on actual performance through December 31, 2025. Values are based on $42.00, the closing price of Medline Inc. common stock on December 31, 2025. The earned dollars at work were multiplied by a Black-Scholes factor of 27.2% and converted into a number of RSUs on March 5, 2026 by dividing such amount by the IPO price of Medline Inc. common stock, which was $29.00. For additional details, see 2025 Compensation Elements — Long-Term Equity Incentive Compensation — 2025 MIP Awards and footnote 2 to the Summary Compensation Table. (3) Reflects Performance-Vested Units that vest based on achievement of performance metrics tied to multiples of our Sponsors’ invested capital in Holdings (2.25x MOIC). The value of our business had not appreciated to a level that would have created value in the Performance-Vested Units as of the date of the Company’s most recent valuation prior to December 31, 2025. Therefore, we believe the market value of the Performance-Vested Units was zero on that date. (4) Reflects Performance-Vested Units that vest based on achievement of performance metrics tied to multiples of our Sponsors’ invested capital in Holdings (2.50x MOIC). The value of our business had not appreciated to a level that would have created value in the Performance-Vested Units as of the date of the Company’s most recent valuation prior to December 31, 2025. Therefore, we believe the market value of the Performance-Vested Units was zero on that date. (5) Reflects Performance-Vested Units that vest based on achievement of performance metrics tied to multiples of our Sponsors’ invested capital in Holdings (2.75x MOIC). The value of our business had not appreciated to a level that would have created value in the Performance-Vested Units as of the date of the Company’s most recent valuation prior to December 31, 2025. Therefore, we believe the market value of the Performance-Vested Units was zero on that date. (6) Reflects Time-Vested Units that vest over 5 years, with 20% vesting on the 12-month anniversary of the vesting commencement date and an additional 20% vesting every year thereafter. In accordance with the Pigott Transition Agreement, Mr. Pigott was entitled to accelerated vesting of certain time-vesting Incentive Units upon his retirement on December 31, 2025. All of Mr. Pigott’s remaining unvested time-vested and performance-vested Incentive Units were cancelled and forfeited for no consideration on Mr. Pigott’s termination date. As such, Mr. Pigott held no outstanding equity awards on December 31, 2025. See Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Agreements with Named Executive Officers — Employment Agreement and Transition and Separation Agreement with Mr. Pigott and Potential Payments Upon Termination or Change in Control — Accelerated Vesting of Equity Awards for additional information.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table provides information regarding the amounts received by our NEOs upon exercise of options or similar instruments or the vesting of stock or similar instruments during the fiscal year ended December 31, 2025.
OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | James M. Boyle | 799,632 | 11,777,744 | | Michael B. Drazin | 506,913 | 7,848,576 | | James M. Pigott | 1,008,005 | 18,947,619 | | Douglas P. Golwas | 356,473 | 5,503,398 | | Stephen L. Miller | 255,035 | 2,876,222 |
OPTION EXERCISES AND STOCK VESTED
(1) Reflects time-vested Incentive Units that vested during fiscal year 2025. Amounts reported are based upon the appreciation in the value of our business from and after the date of grant through the applicable vesting date based on the most recent valuation prior to the applicable vesting date.
OPTION EXERCISES AND STOCK VESTED
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see Compensation Discussion and Analysis.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(3) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($ in millions)(6) | Plan Adjusted EBITDA ($ in millions)(7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | 2025 | $3,860,972 | $61,843,777 | $4,615,351 | $14,336,193 | $102.44 | $101.10 | $1,157,000 | $3,559,000 |
PAY VERSUS PERFORMANCE TABLE
(1) The amounts reported in this column reflects the total compensation reported in the Summary Compensation Table for Mr. Boyle, our CEO. (2) The amounts reported in this column reflect the average of the total compensation reported in the Summary Compensation Table for the following NEOs (the “Non-CEO NEOs”): Mr. Drazin, Mr. Pigott, Mr. Miller and Mr. Golwas. (3) The amounts reported in these columns represent the CAP to the CEO and the average CAP to the Non-CEO NEOs for the corresponding fiscal year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Valuation assumptions and methodology used to calculate fair values did not materially differ from those used to calculate the grant date fair value as reflected in the Summary Compensation Table.
PAY VERSUS PERFORMANCE TABLE
| Year | 2025 | 2025 | | CAP Reconciliation | CEO | Average of Non-CEO NEOs | | SCT Total Compensation ($) | 3,860,972 | 4,615,351 | | Less: value of Stock Awards reported in SCT ($) | (1,177,665) | (717,640) | | Plus: Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding ($) | 1,333,038 | 812,322 | | Plus: Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | 56,109,431 | 10,348,578 | | Plus: Fair Value for Awards Granted and Vested in the Covered Year ($) | — | — | | Plus: Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year ($) | 1,718,001 | 1,926,796 | | Less: Fair Value of Stock Awards Forfeited during the Covered Year ($) | — | (2,649,214) | | Compensation Actually Paid ($) | 61,843,777 | 14,336,193 |
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
Total shareholder return is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 17, 2025, the date of the IPO. (5) The peer group used for this purpose is S&P 500 Health Care Index. (6) The amounts reported in this column represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (7) Plan Adjusted EBITDA is a non-GAAP financial measure. Plan Adjusted EBITDA is calculated as set forth in Compensation Discussion and Analysis — 2025 Compensation Framework — Process for Determining 2025 Compensation — Non-GAAP Financial Measures for 2025 Compensation.
COMPENSATION ACTUALLY PAID
COMPENSATION ACTUALLY PAID
Free Cash Flow
Free Cash Flow Free Cash Flow is defined as net cash provided by/(used for) operating activities less net capital expenditures. The use of this non-GAAP measure does not imply or represent the residual cash flow for discretionary expenditures since the Company has certain non-discretionary obligations such as debt service, that are not deducted from the measure.